TARGA EXPLORATION CORP. FORM 2A – LISTING STATEMENT

September 23, 2022

TARGA EXPLORATION CORP. (the “Company”) TABLE OF CONCORDANCE

The following table lists the information required under the CSE Form 2A – Listing Statement, and provides the corresponding page numbers to the Company’s final long form prospectus dated September 15, 2022 (the “ Prospectus ”) to which the applicable information can be found. A copy of the Prospectus can be found under the Company’s profile on SEDAR (www.sedar.com), and a copy is attached hereto as Schedule “A”.

	Information Required by		Prospectus
		Corresponding Item in Prospectus	Page
	Form 2A Listing Statement
			Number


1	*Table of Contents*	Table of Contents	iii
2	*Corporate Structure* 2.1 Name	Name, Address and Incorporation	9
	2.2 Incorporation Statute	Name, Address and Incorporation	9
	2.3 Intercorporate Relationships	Intercorporate Relationships	10
	2.4 Requalifying, Fundamental Change	Not applicable	N/A
	2.5 Non-corporate/non Canadian Issuers	Not applicable	N/A
3	*General Development of the Issuer* 3.1 Development of business over past 3 financial years (and subsequent period)	Business of the Company – History	10
	3.2 Significant Acquisitions and Dispositions	Business of the Company – Option Agreement	11
4	*Narrative description of the Business* 4.1 Description of the Business	Business of the Company – Description of the Business	10
	4.1(1)(a) Objectives within 12 month period	Description of the Company’s Business Recommendations	A-13
	4.1(1)(b) Significant event or milestone that must occur for business objectives to be accomplished, time period for occurrence and costs related to each event	Description of the Company’s Business Business Objectives and Milestones	14
	4.1(1)(c) Total funds available and breakdown of funds	Available Funds and Principal Purposes	8
	4.1(1)(d) Principal purposes for which funds will be used	Use of Proceeds – Proceeds and Funds Available	8

	4.1(2)	Not applicable	-
	4.1(3)	Not applicable	-
	4.2 Disclosure by issuers with asset-backed securities	Not applicable	-
	4.3 Disclosure by issuers with mineral projects	The Property	12
	4.4 Disclosure by issuers with oil and gas operations	Not applicable	-
5	*Selected Consolidated Financial* *Information* 5.1 Annual Information – Financial data for the last 3 completed financial years and any subsequent period where financial statements have been prepared accompanied by discussion	Audited financial statements for the year ended March 31, 2022, 2021 and 2022	14
	5.2 Quarterly Information – for the most recently completed quarters	Interim financial statements for the period ended June 30, 2022	14
	5.3 Dividends – Restrictions on paying dividends and dividend policy	Dividend Policy	15
	5.4 Foreign GAAP	Not applicable	-
6	*Management’s Discussion and Analysis* Annual MD&A Interim MD&A	MD&A for the year ended March 31, 2022 MD&A for the period ended June 30, 2022	15
7	*Market for Securities* 7.1 Exchange/quotation/trade reporting systems	Canadian Securities Exchange	-
8	*Consolidated Capitalization* 8.1 Material change and effect on share and loan capital since recently completed fiscal year	Consolidated Capitalization	16
9	*Options to Purchase Securities* 9.1 Options to purchase Securities	Options to Purchase Securities	17
10	*Description of the Securities* 10.1 Description of all material attributes and characteristics of each class of equity securities	Description of the Securities	15
	10.2 Description of debt securities being issued, if any	Not applicable	-
	10.4 Description of other securities being listed	Description of the Securities	15

	10.5 Modification of terms or amendment or variation of any rights attached to securities being listed	Not applicable	-
	10.6 Limitations or qualifications on rights attaching to securities being listed as a result of other classes of securities	Not applicable	-
	10.7 Prior sales	Prior Sales	17
	10.8 Stock Exchange Price	Not applicable	-
11	*Escrowed Securities* 11.1 Table of escrowed securities	Escrowed Securities and Securities Subject to Restrictions on Transfer – escrowed Shares	19
12	*Principal Shareholders* 12.1 Principal Shareholders	Principal Securityholders	19
13	*Directors and Officers* 13.1 Name, municipality of residence, position within past 5 years of each director and executive officer of the Issuer	Directors and Executive Officers – Name, Address, Occupation and Security Holdings	20
	13.2 Term of office of directors	Directors and Executive Officers – Name, Address, Occupation and Security Holdings	20
	13.3 Number and percentage of securities owned	Directors and Executive Officers – Name, Address, Occupation and Security Holdings	20
	13.4 Board committees and members	Directors and Executive Officers – Name, Address, Occupation and Security Holdings	21
	13.5 Principal Occupation if that occupation is acting as a director or officer of another company	Directors and Executive Officers – Name, Address, Occupation and Security Holding	20
	13.6 Cease trade order or bankruptcy	Directors and Executive Officers – Cease trade orders of bankruptcies	24
	13.7 & 13.8 Penalties or settlement agreements	Directors and Executive Officers – Penalties or Sanctions	25
	13.9 Bankruptcy proceedings	Directors and Executive Officers – Cease trade orders,bankruptcies or sanctions	24
	13.10 Conflict of interest	Directors and Executive Officers – Conflicts of Interest	26
	13.11 Information	Directors and Executive Officers – Management of Junior Issuers	21
14	*Capitalization* _14.1_Chart with respect to each class of securities to be listed, including public float, freely-tradeable float, public securityholders (registered), public securityholders (beneficial), non-public securityholders (registered)	Schedule B of this Listing Statement	-

	14.2 Chart with respect to securities convertible or exchangeable into class of listed securities	Schedule B of this Listing Statement	-
	14.3 Listed securities reserved for issuance not included in item 14.2	Not applicable	-
15	*Executive Compensation* 15.1 Statement of Executive Compensation	Executive Compensation	26
16	Indebtedness of Directors and Executive Officers 16.1 Aggregate Indebtedness	Not applicable	-
	16.2 Indebtedness of Directors and Officers under (1) Securities Purchase and (2) Other Programs	Not applicable	-
17	*Risk Factors* 17.1 Risk factors related to the Company and its Business Risk Factors	Risk Factors	31
	17.2 Risk of additional contribution	Not applicable	-
	17.3 Other material risk factors	Risk Factors	31
18	*Promoters* 18.1 Identity of promoters, shares held and assets acquired from or transferred to the Companyby promoters	Promoter	42
	18.2 Promoters subject to cease trade order, bankruptcy, penalties or sanctions	Promoter	42
19	*Legal Proceedings* 19.1 Material legal proceedings	Legal Proceedings and Regulatory Actions – Legal Proceedings	42
	19.2 Regulatory actions	Legal Proceedings and Regulatory Actions – regulatoryActions	42
20	Interest of Management and Others in Material Transactions 20.1 Management interests in material transactions	Interest of Management and Others in Material Transactions	42
21	Auditors, Transfer Agents and Registrars 21.1 Name and address of the auditor of the Company	Auditors, Transfer Agents and Registrars	42
	21.2 Name and location of transfer agent for each class of securities	Auditors, Transfer Agents and Registrars	42
22	*Material Contracts* 22.1 Particulars for each material contract	Material Contracts	42
	22.2 Copies of co-tenancy, unitholders; or limitedpartnershipagreements	Not applicable	-
23	*Interest of Experts* 23.1 Direct or indirect interests of experts in the property of the Company or a Related Party	Experts	43

	23.2 Direct or indirect interests of experts in the securities of the Company or a related Party	Experts	43
	23.3 Statement to the effect that ownership interest is less than 1%	Experts	43
	23.4 Disclosure that expert is, or is expected to be, appointed as a director or officer of the Issuer	Experts	43
24	*Other Material Facts* 24.1 Describe other material facts not disclosed elsewhere	Not applicable.	-
25	*Financial Statements* 25.1 Audited financial statements including auditor’s report	Financial Statements	B-20
	25.2 Additional information for issuers requalifying for listing following a fundamental change	Not applicable	-

SCHEDULE “A” – Long Form Prospectus

SCHEDULE “B” – Form 2A, Section 14 – Capitalization Tables

SCHEDULE “C” – Certificate of the Issuer

SCHEDULE “A” PROSPECTUS DATED SEPTEMBER 15, 2022

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This Prospectus does not constitute a public offering of securities.

These securities 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 to, or for the account or benefit of, persons in the United States of America, its territories and possessions, any state of the United States or the District of Columbia (collectively, the “United States”) or U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act (“U.S. Persons”)), unless exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws are available. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities within the United States or to, or for the account or benefit of, U.S. Persons.

PROSPECTUS

New Issue

September 15, 2022

TARGA EXPLORATION CORP.

6,650,000 Units

Issuable on Exercise of Outstanding Special Warrants

This prospectus (the “ Prospectus ”) qualifies the distribution of 6,650,000 units (the “ Units ”) of Targa Exploration Corp. (the “ Company ”), issuable for no additional consideration upon the exercise of previously-issued special warrants (the “ Special Warrants ”) of the Company. Each Unit consists of one common share in the capital of the Company (the “ Common Shares ”) and one share purchase warrant (the “ Warrants ”). Each Warrant entitles the holder to purchase an additional Common Share (the “ Warrant Shares ”) for a term expiring five years from the date of exercise of the Special Warrants at a price of $0.20 per Warrant Share.

The Special Warrants were issued by the Company on February 14, 2022 to purchasers in British Columbia on a private placement basis pursuant to prospectus exemptions under applicable securities legislation (the “ Private Placement ”). See “Plan of Distribution” and “Prior Sales”.

The Special Warrants are not available for purchase pursuant to this Prospectus and no additional funds are to be received by the Company from the distribution of the Units upon the exercise of the Special Warrants.

Subject to the terms and conditions of the Special Warrants, each of the Special Warrants entitles the holder thereof to acquire, upon exercise on the Deemed Exercise Date (as defined below), one Unit, subject to adjustment in certain circumstances, without payment of any additional consideration. The terms of the Special Warrants provide that the Special Warrants will be deemed to be exercised on the earlier of (the “ Deemed Exercise Date ”): (i) the fifth business day after the date on which a receipt for the final prospectus of the Company has been issued; and (ii) 18 months after the date of issuance of the Special Warrants, at which time each Special Warrant shall be automatically exercised.

The Company has applied to list its Common Shares on the Canadian Securities Exchange (the “ CSE ”). The CSE has conditionally approved the listing of the Common Shares, but listing is subject to the Company fulfilling all of the listing requirements of the CSE.

As at the date of this Prospectus, the Company does not have any of its securities listed or quoted, has not applied to list or quote any of its securities, and does not intend to apply to list or quote any of its securities, on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S. marketplace, or a marketplace outside of Canada and the United States of America (other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc).

An investment in the Company should be considered highly speculative. An investment in the Company is appropriate only for investors who have the capacity to absorb a loss of some or all of their investment. There are certain risk factors associated with an investment in the Company’s securities. In reviewing this Prospectus, an investor should carefully consider the matters described under the heading “Risk Factors”.

No person has been authorized to provide any information or to make any representation not contained in this Prospectus and, if provided or made, such information or representation should not be relied upon. The information contained in this Prospectus is accurate only as of the date of this Prospectus.

No underwriter or selling agent has been involved in the preparation of this Prospectus or performed any review or independent due diligence investigation of the contents of this Prospectus.

There is no market through which the Company’s securities may be sold and shareholders may not be able to resell securities of the Company owned by them. This may affect the pricing of the Company’s securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. See “Risk Factors”.

This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The Company’s head office is located at Suite 700, 1090 West Georgia Street, Vancouver, British Columbia V6E 3V7. The Company’s registered office is located at Suite 401, 353 Water Street, Vancouver, British Columbia Canada V6B 1B8.

ABOUT THIS PROSPECTUS ................................ 1 MEANING OF CERTAIN REFERENCES ........... 1 FORWARD-LOOKING STATEMENTS .............. 1 MARKET DATA AND INDUSTRY DATA ........ 3

GLOSSARY OF TERMS ......................................... 4 PROSPECTUS SUMMARY ................................... 7 CORPORATE STRUCTURE.................................. 9 BUSINESS OF THE COMPANY ........................ 10

AVAILABLE FUNDS AND PRINCIPAL USES12

SELECTED FINANCIAL INFORMATION AND MD&A .................................................................... 14

DIVIDEND POLICY ............................................. 15 DESCRIPTION OF THE SECURITIES ............... 15 CONSOLIDATED CAPITALIZATION ............. 16 OPTIONS TO PURCHASE SECURITIES .......... 17 PRIOR SALES ........................................................ 17 ESCROWED SECURITIES ................................... 18 PRINCIPAL SECURITYHOLDERS .................... 19 DIRECTORS AND EXECUTIVE OFFICERS..... 20 EXECUTIVE COMPENSATION ........................ 26

RISK FACTORS..................................................... 31 PROMOTER .......................................................... 42

LEGAL PROCEEDINGS AND REGULATORY ACTIONS ............................................................... 42

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ..................... 42 AUDITORS, TRANSFER AGENT AND REGISTRAR........................................................... 42 MATERIAL CONTRACTS .................................. 42 EXPERTS ................................................................ 43 STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ............................................... 43 CONTRACTUAL RIGHT OF RESCISSION ..... 44

APPENDIX A – PROPERTY DISCLOSURE

APPENDIX B – FINANCIAL STATEMENTS AND MD&A

APPENDIX C – AUDIT COMMITTEE CHARTER

CERTIFICATE OF THE COMPANY

CERTIFICATE OF THE PROMOTER

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ....................................... 28 AUDIT COMMITTEE .......................................... 28 CORPORATE GOVERNANCE .......................... 29 LISTING APPLICATION .................................... 30 PLAN OF DISTRIBUTION .................................. 31

ABOUT THIS PROSPECTUS

Readers should rely only on the information contained in this Prospectus in respect of the Company. We have not authorized any other person to provide additional or different information. If anyone provides additional or different or inconsistent information, including information or statements in media articles about the Company, prospective purchasers should not rely on it. Readers should assume that the information appearing in this Prospectus is accurate only as of its date, regardless of its time of delivery. The Company’s business, financial condition, results of operations and prospects may have changed since that date.

Any graphs and tables demonstrating the historical performance of the Company contained in this Prospectus are intended only to illustrate past performance and are not necessarily indicative of future performance.

MEANING OF CERTAIN REFERENCES

Unless otherwise noted or the context otherwise shall state, the “Company”, “we”, “us”, and “our” refers to Targa Exploration Corp.

References to “management” in this Prospectus refer to the management of the Company. Any statements in this Prospectus made by or on behalf of management are made in such persons’ capacities as officers of the Company, and not in their personal capacities.

Words importing the singular number include the plural, and vice versa, and words importing any gender include all genders.

All currency amounts in this Prospectus are expressed in Canadian dollars, unless otherwise indicated.

Certain capitalized terms and phrases used in this Prospectus are defined in the “Glossary of Terms”.

FORWARD-LOOKING STATEMENTS

This Prospectus includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results, and therefore are, or may be deemed ‐ ‐ to be, “forward looking statements”. These forward looking statements can generally be identified by the use of forward‐looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “seeks”, “projects”, “intends”, “plans”, “may”, “will” or “should”, or their negative or other variations or ‐ comparable terminology. These forward looking statements include all matters that are not historical facts. They appear in a number of places throughout this Prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. These statements reflect management’s current beliefs with respect to future events and are based on information ‐ currently available to management. Forward looking statements involve significant known and unknown risks, uncertainties and assumptions. Many factors could cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may ‐ be expressed or implied by such forward looking statements, including, without limitation, those listed in the “Risk Factors” section of this Prospectus. Should one or more of these risks or uncertainties materialize, ‐ or should assumptions underlying the forward looking statements prove incorrect, actual results, ‐ performance or achievements could vary materially from those expressed or implied by the forward looking statements contained in this Prospectus. Such risks include, but are not limited to:

Risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits and conclusions of economic evaluations;
The possibility that future exploration, development or mining results will not be consistent with the Company’s expectations;
Dependence on the Property;
Global financial conditions, including market reaction to COVID-19;
Risks related to the COVID-19 outbreak;
Exploration, development and production risks;
Volatility in the market prices for precious metals and other natural resources;
Lack of assurances regarding obtaining and renewing licenses and permits;
Liabilities inherent in exploration and development operations;
Title matters, surface rights and access rights;
Additional funding requirements;
Dependence on key personnel including the ability to keep essential operational staff in place as a result of COVID-19;
First nations land claims;
Fluctuations in currency and interest rates;
Competition for, among other things, capital acquisitions of resources, undeveloped lands and skilled personnel;
Risks relating to global financial and economic conditions;
Alteration of tax regimes and treatments;
Changes in mining legislation affecting operations;
Risks relating to environmental regulation and liabilities;
Limited operating history;
Potential claims and legal proceedings;
Operating hazards, risks and insurance; and
Other factors discussed under “Risk Factors”.

‐ By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Those factors should not be construed as exhaustive and should be read with the other cautionary statements in this Prospectus.

These factors should be considered carefully, and prospective investors should not place undue reliance on the forward‐looking statements. Although we base our forward‐looking statements on assumptions that we believe were reasonable when made, which include, but are not limited to, assumptions with respect to the Company’s future growth potential, results of operations, future prospects and opportunities, execution of the Company’s business strategy, access to adequate services and supplies, access to capital and debt markets and associated costs of funds, availability of a qualified workforce, that financial markets will not in the long term be adversely impacted by the COVID-19 crisis, there being no material variations in the current tax and regulatory environments, future levels of indebtedness and current economic ‐ conditions remaining unchanged, we caution you that forward looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the ‐ development of the industry in which we operate may differ materially from the forward looking statements contained in this Prospectus. In addition, even if our results of operations, financial condition ‐ and liquidity, and the development of the industry in which we operate are consistent with the forward looking statements contained in this Prospectus, those results or developments may not be indicative of results or developments in subsequent periods. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in this Prospectus. Investors are cautioned against placing undue reliance on forward-looking statements.

‐ Any forward looking statements which we make in this Prospectus speak only as of the date of such statement, and we do not undertake, except as required by applicable law, any obligation to update such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

All of the forward-looking information contained in this Prospectus is expressly qualified by the foregoing cautionary statements. Investors should read this entire Prospectus and consult their own professional advisors to ascertain and assess the income tax, legal, risk factors and other aspects of their investment in the Company.

MARKET DATA AND INDUSTRY DATA

Market and industry data used throughout this Prospectus was obtained from third party sources, industry publications, and publicly available information as well as industry data prepared by management on the basis of its knowledge of the digital display industry (including management’s estimates and assumptions relating to the industry based on that knowledge). Management believes that its market and industry data is accurate and that its estimates and assumptions are reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and the completeness of the market and industry data used throughout this Prospectus is not guaranteed and the Company does not make any representation as to the accuracy of such information. Although management believes it to be reliable, the Company has not independently verified any of the data from third party sources referred to in this Prospectus, or analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying economic and other assumptions relied upon by such sources.

GLOSSARY OF TERMS

In this Prospectus, the following terms have the meanings set forth below, unless otherwise indicated. Words importing the singular include the plural and vice versa and words importing any gender include all genders.

“ Audit Committee ” means the audit committee of the Company.

“ BCBCA ” means the Business Corporations Act (British Columbia).

“ Bellatrix ” means Bellatrix Capital Corp.

“ Bellatrix Amalgamation Agreement ” means the amalgamation agreement dated September 3, 2021 among the Company, Bellatrix and the Company’s wholly-owned subsidiary 1322768 B.C. Ltd., pursuant to which 1322768 B.C. Ltd. amalgamated with Bellatrix to form the Subsidiary.

“ Bellatrix Transaction ” means the acquisition by the Company of Bellatrix by way of a three-cornered amalgamation pursuant to the Bellatrix Amalgamation Agreement.

“ Board ” means the board of directors of the Company.

“ CEO ” means chief executive officer.

“ CFO ” means chief financial officer.

“ Company ” means Targa Exploration Corp.

“ Common Shares ” means the common shares in the capital of the Company.

“ COVID-19 ” means coronavirus disease 2019, an infectious disease caused by severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2).

“ CSA ” means the Canadian Securities Administrators.

“ CSE ” means the Canadian Securities Exchange.

“ Deemed Exercise Date ” means the earlier of: (i) the fifth business day after the date on which the Final Receipt has been issued; and (ii) 18 months after the date of issuance of the Special Warrants.

“ Escrow Agent ” means the Transfer Agent, in its capacity as escrow agent for the securities held in escrow under the Escrow Agreement.

“ Escrow Agreement ” means the escrow agreement to be entered into among the Escrow Agent, the Company, and certain Principals.

“ Final Receipt ” means the receipt for the final prospectus of the Company qualifying the distribution of the Units issuable on exercise of the Special Warrants.

“ Listing ” means the proposed listing of the Common Shares on the CSE for trading.

“ Listing Date ” means the date of the Listing.

“ NI 41‐101 ” means National Instrument 41‐101 – General Prospectus Requirements , of the CSA.

“ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects , of the CSA.

“ NI 45‐106 ” means National Instrument 45‐106 – Prospectus Exemptions , of the CSA.

“ NI 52‐110 ” means National Instrument 52‐110 – Audit Committees , of the CSA.

“ NP 46‐201 ” means National Policy 46‐201 – Escrow for Initial Public Offerings , of the CSA.

“ Option ” means the option to acquire the Property Interest pursuant to the Option Agreement.

“ Option Agreement ” means the option agreement between the Company and the Vendors dated effective October 6, 2021, as amended on July 14, 2022, pursuant to which the Company has an exclusive option to acquire the Property Interest.

“ Phase I Work Program ” means the recommended Phase I exploration program on the Property as outlined in the Technical Report. See Appendix A.

“ Principal ” means: (a) a person who acted as a promoter of the Company within two years before the date of this Prospectus; (b) a director or senior officer of the Company or any of its material operating subsidiaries at the time of this Prospectus; (c) a person or company that holds securities carrying more than 20% of the voting rights attached to the Company’s outstanding securities immediately before and immediately after the Listing; or (d) a person or company that: (i) holds securities carrying more than 10% of the voting rights attached to the Company’s outstanding securities immediately before and immediately after the Listing; and (ii) has elected or appointed, or has the right to elect or appoint, one or more directors or senior officers of the Company or any of its material operating subsidiaries.

“ Private Placement ” means the issuance of Special Warrants by the Company on February 14, 2022 for gross proceeds of $665,000.

“ Property ” means the property known as the Shanghai property located in the Mayo Mining District, Yukon Territory.

“ Property Interest ” means a 100% undivided interest in the Property.

“ Prospectus ” means this prospectus of the Company dated September 15, 2022, prepared in accordance with NI 41‐101, in connection with the Listing (including any supplementary material hereto).

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval (www.sedar.com).

“ Special Warrants ” means the special warrants of the Company exercisable to acquire Units for no additional consideration issued pursuant to the Private Placement.

“ Stock Option Plan ” means the Company’s stock option plan dated April 14, 2022, providing for the granting of stock options to the Company’s directors, officers, employees, consultants, and advisors.

“ Stock Options ” means stock options issued pursuant to the Stock Option Plan, each entitling the holder to acquire one Common Share at a price of $0.10 per share.

“ Subsidiary ” means 1326091 B.C. Ltd., a company formed pursuant to the Bellatrix Transaction.

“ Technical Report ” means the technical report titled “Shanghai Project Technical Report Mayo Mining District, Yukon” prepared in accordance with the requirements of NI 43-101 by R.A. Doherty, P. Geo., addressed to the Company in respect of the Property, dated effective July 15, 2022.

“ Transfer Agent ” means the Company’s transfer agent and registrar, Odyssey Trust Company at its office at Vancouver, British Columbia.

“ Units ” means units in the capital of the Company, each consisting of one Common Share and one Warrant.

“ Vendors ” means Shawn Ryan and Wildwood.

“ Wildwood ” means Wildwood Exploration Inc.

“ Warrants ” means warrants in the capital of the Company, each entitling the holder to purchase a Warrant Share for a term expiring five years from the date of exercise of the Special Warrants at a price of $0.20 per Warrant Share.

“ Warrant Shares ” means Common Shares issuable upon exercise of the Warrants.

PROSPECTUS SUMMARY

The following is a summary of some of the information contained in this Prospectus and should be read together with the more detailed information and financial data and statements contained elsewhere in the Prospectus. Unless otherwise defined in the Prospectus, all capitalized terms used herein shall have the meaning ascribed thereto under the heading “Glossary”.

The Company

The Company was incorporated on September 26, 2017 pursuant to the BCBCA. The Company’s head office is located at Suite 700, 1090 West Georgia Street, Vancouver, British Columbia V6E 3V7. The Company’s registered office is located at Suite 401, 353 Water Street, Vancouver, British Columbia Canada V6B 1B8.

Business of the Company

The Company is engaged in the acquisition, exploration and development of mineral properties in Canada and currently has a portfolio of one property, the Property. Its current focus is to conduct the proposed exploration program on the Property as more particularly set out in the Technical Report, along with continuing to identify and potentially acquire additional property interests, assess their potential and engage in exploration activities. See “The Property”.

See “Business of the Company”.

Directors and Executive Officers

The directors and executive officers of the Company are as follows:

Name Jon Ward Dilshan Anthony Lorne Warner, P.Geo. Jennifer Hanson Mahesh Liyanage Karlene Collier	Title
	Chief Executive Officer and Director Chief Financial Officer Vice President, Exploration Corporate Secretary Director Director

See “Directors and Executive Officers”.

Listing

The Company has applied to list its Common Shares on the CSE. The CSE has conditionally approved the listing of the Common Shares, but the Listing will be subject to the Company fulfilling all of the listing requirements of the CSE.

No Proceeds Raised

No proceeds will be raised pursuant to this Prospectus.

Available Funds and Principal Purposes

As of the date of this Prospectus, the following funds are available to the Company:

Funds Available Working capital as at August 31, 2022 Total	Amount
	$1,195,679
	$1,195,679

The following table sets forth the principal purposes for which the estimated funds available to the Company will be used and the current estimated amounts to be used for each such principal purpose:

Use of Funds Available Expenditures pursuant to the Option Agreement(1) Payment pursuant to the Option Agreement(2) Listing costs Operating expenses for 12 months(3) Unallocated working capital(4) Total	Amount
	$150,000 $100,000 $20,000 $100,000 $825,679
	$1,195,679

Notes:

(1) Required to be incurred on or before November 15, 2022. This amount includes the estimated cost of the Phase I Work Program.
(2) Due on or before October 6, 2022.
(3) Estimated operating expenses for the next 12 months include: $1,000 in miscellaneous charges, $12,000 in insurance, $20,000 in Listing & Filing fees, $15,000 in legal fees, $10,000 in accounting fees, $18,000 in audit fees, and $24,000 in management consulting fees (consisting of fees payable pursuant to the Ward Consulting Agreement – see “Executive Compensation – Employment, Consulting and Management Agreements”).
(4) The Company maintains a sizeable unallocated working capital position to ensure that it has sufficient resources to meet liquidity requirements for the next 24 months. The use to which the unallocated working capital will be put has not yet been determined by the Company, primarily because the nature of the Company’s future expenditures is contingent on the results of the Phase I Work Program. Unallocated working capital may be utilized to pursue additional exploration on the Property, if warranted. The Company also retains unallocated working capital to fund ongoing operations and to account for future contingencies, including the possibility of pursuing opportunities to acquire interests in other properties.

The Company intends to spend the funds available to it as stated in this Prospectus. However, there may be circumstances where, for sound business reasons, a reallocation of the funds may be necessary. The amounts set forth above may increase if we are required to carry out due diligence investigations in regards to any prospective investment or business opportunity, or if the costs of the Prospectus or Listing, or negotiating an applicable transaction, are greater than anticipated. See “Funds Available and Use of Available Funds”.

See “Business Objectives and Milestones”.

The Private Placement

This Prospectus qualifies the distribution of 6,650,000 units (the “ Units ”) of the Company issuable for no additional consideration upon the exercise of previously-issued special warrants (the “ Special Warrants ”) of the Company. Each Unit consists of one Common Share and one Warrant. Each Warrant entitles the holder to acquire one additional Common Share (the “ Warrant Shares ”) for a term expiring five years from the date of exercise of the Special Warrants at a price of $0.20 per Warrant Share.

The Special Warrants were issued by the Company on February 14, 2022 to purchasers in British Columbia on a private placement basis pursuant to prospectus exemptions under applicable securities legislation (the “ Private Placement ”). Gross proceeds of the Private Placement were $665,000. See “Prior Sales”.

Risk Factors

An investment in the Common Shares is subject to a number of risk factors that should be carefully considered by prospective investors. Prospective investors should carefully consider the risk factors described under “Risk Factors” and other information included in this prospectus before purchasing the Common Shares.

Selected Financial Information

The following table sets forth selected financial information for the Company. The selected financial information has been derived from, and is qualified by, the Company’s unaudited financial statements for the three months ended June 30, 2022 and the Company’s audited financial statements for the years ended March 31, 2022, March 31, 2021 and March 31, 2020, and the notes thereto. The following information should be read in conjunction with those financial statements and the accompanying notes, and management’s discussion and analysis of the Company included attached as Appendix B to this Prospectus.

See “Selected Financial Information and MD&A of the Company”.

Assets Liabilities Shareholders’ Equity Deficit	Three months ended June 30, 2022 (unaudited) Year ended March 31, 2022 (audited) Year ended March 31, 2021 (audited) Year ended March 31, 2020 (audited)
	$1,216,993 $1,240,496 $122,380 - $5,252 $12,657 - - $1,211,741 $1,227,839 $122,380 - $(304,472) ($236,574) ($120) -

CORPORATE STRUCTURE

Name, Address and Incorporation

The Company was incorporated on September 26, 2017 pursuant to the BCBCA under the name “RCM Minerals Ltd.” On July 20, 2021, the Company changed its name to “Targa Exploration Corp.”

Intercorporate Relationships

The Subsidiary is the only subsidiary of the Company. The Subsidiary was formed on September 28, 2021 pursuant to the BCBCA in connection with the Bellatrix Transaction. The Subsidiary’s head office is located at Suite 700, 1090 West Georgia Street, Vancouver, British Columbia V6E 3V7. The Subsidiary’s registered office is located at Suite 401, 353 Water Street, Vancouver, British Columbia Canada V6B 1B8. The Subsidiary has not commenced commercial operations. See “Business of the Company – Bellatrix Transaction”.

The diagram below shows the corporate structure of the Company:

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Targa Exploration Corp.
(British Columbia)
100%
1326091 B.C. Ltd.
(British Columbia)
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BUSINESS OF THE COMPANY

Description of the Business

The Company is engaged in the acquisition, exploration and development of mineral properties in Canada and currently has an interest in one material property, the Property. Its current focus is to conduct the proposed exploration program on the Property as more particularly set out in the Technical Report.

In addition, the Company will continue to identify and potentially acquire additional property interests and conduct exploration and evaluation to assess their potential.

The Company may decide to acquire other properties other than the Property, if and when the Property Interest is acquired in accordance with the terms of the Option Agreement.

For a full description of the Property please see “The Property”.

As of the date of this Prospectus, the Company does not have any reportable segments pertaining to its operations. As of the date of this Prospectus, there were no bankruptcy, receivership or similar proceedings against the Company or any voluntary bankruptcy, receivership or similar proceedings by the Company or its predecessors since its inception.

The Company has applied to list the Common Shares on the CSE. The CSE has conditionally approved the listing of the Common Shares, but the Listing will be subject to the Company fulfilling all of the listing requirements of the CSE. There is no guarantee that the Common Shares will be listed on the CSE or on any exchange.

History

Since incorporation, the Company has taken the following steps to develop its business:

Sought rights to a mineral exploration property and entered into the Option Agreement in respect of the Property. See “Business of the Company – Option Agreement”;

Recruited directors and officers with the skills required to operate a publicly listed mineral exploration company;
Raised aggregate gross proceeds of $1,385,000 in various private placement financings including the Private Placement. The funds raised have provided sufficient capital to carry on the Company’s business to date, and to cover the costs associated with the Private Placement, this Prospectus and the Listing. See “Prior Sales”;
Engaged auditors and legal counsel in connection with the Private Placement, this Prospectus, and the Listing; and
Completed the Bellatrix Transaction. See “Business of the Company – Bellatrix Transaction”.

Option Agreement

On October 6, 2021, the Company entered into the Option Agreement with the Vendors, pursuant to which the Company was granted an exclusive option (the “ Option ”) to acquire the Property Interest, the particulars of which are described in detail below. The Option Agreement was amended on July 14, 2022. The Option Agreement provides that in order to exercise the Option to acquire the Property Interest, the Company must:

Make cash payments of an aggregate of $750,000 to Wildwood, as follows: (a) $50,000 within five days of the effective date of the Option Agreement (the “ Effective Date ”), which amount has been paid prior to the date of this Prospectus, (b) an additional $100,000 on or before the 12-month anniversary of the Effective Date, (c) an additional $100,000 on or before the 24-month anniversary of the Effective Date, (d) an additional $100,000 on or before the 36-month anniversary of the Effective Date, (e) an additional $150,000 on or before the 48-month anniversary of the Effective Date, and (f) an additional $250,000 on or before the 60-month anniversary of the Effective Date;
Issue an aggregate of 4,000,000 Common Shares to Shawn Ryan, as follows: (a) 500,000 Common Shares within five days of the Effective Date, which Common Shares have been issued prior to the date of this Prospectus, (b) an additional 500,000 Common Shares on or before the 12-month anniversary of the Effective Date, (c) an additional 600,000 Common Shares on or before the 24month anniversary of the Effective Date, (d) an additional 650,000 Common Shares on or before the 36-month anniversary of the Effective Date, (e) an additional 750,000 Common Shares on or before the 48-month anniversary of the Effective Date, and (f) an additional 1,000,000 Common Shares on or before the 60-month anniversary of the Effective Date; and
Incur expenditures on the Property of not less than $2,850,000, as follows: (a) $75,000 on or before November 15, 2021, which expenditures have been incurred prior to the date of this Prospectus, (b) an additional $150,000 on or before November 15, 2022, (c) an additional $375,000 on or before November 15, 2023, (d) an additional $500,000 on or before November 15, 2024, (e) an additional $750,000 on or before November 15, 2025, and (f) an additional $1,000,000 on or before November 15, 2026.

The Common Shares issued under the Option Agreement will be subject to such to such hold periods and resale restrictions as may be imposed by the applicable securities laws and the policies of the CSE.

Upon completion of all of the above payments and share issuances pursuant to the Option Agreement, the Company will be deemed to have exercised the Option, and thereafter become the legal and beneficial owner of the Property Interest. In the event the Company does not complete any of the payments or share

issuances required to exercise the Option in accordance with the above schedule, and such failure continues for 30 days after notice in writing to the Company from the Vendors, at the option the Vendors, the Option Agreement will terminate and the Company will forfeit its right to acquire the Property Interest.

In accordance with the terms of the Option Agreement, if the Company exercises the Option and acquires the Property Interest, the Vendors will retain a 2.5% net smelter returns royalty (the “ NSR ”) on the Property. The Company will have the right to purchase 1.0% of the NSR (leaving a 1.5% NSR) at any time in consideration of the payment of the sum of $2,000,000 to the Vendors.

The Option Agreement contains covenants, representations and warranties of and from the Company and the Vendors and various conditions precedent, both mutual and with respect to each party to the Option Agreement. Capitalized terms not otherwise defined herein are defined in the Option Agreement.

The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Option Agreement which the Company has filed under its profile on SEDAR (www.sedar.com) and may also be obtained, free of charge, by shareholders upon request from the Company.

The Option Agreement is not considered a related party transaction under International Accounting Standard 24.

Bellatrix Transaction

One of the Company’s primary strategic objectives is to complete the Listing (the “ Strategic Objective ”). Management and the Board regularly consider, monitor and investigate opportunities to enhance shareholder value, with reference to the Strategic Objective. During the course of their review of the Bellatrix Transaction, the Board considered, among other things, that an acquisition of Bellatrix fit within the Strategic Objective. Prior to completing the Bellatrix Transaction, the Company had approximately 13 shareholders. Bellatrix had a broad shareholder base including approximately 150 public shareholders each holding a board lot. The Board noted that access to Bellatrix’s broad shareholder base would allow it to satisfy CSE listing requirements and complete the Listing in a significantly shorter timeframe than it otherwise could.

Accordingly, on September 3, 2021, the Company entered into the Bellatrix Amalgamation Agreement. The Bellatrix Amalgamation Agreement contains standard covenants, representations and warranties of and from the parties and various conditions precedent, both mutual and with respect to each party. Pursuant to the Bellatrix Transaction, the Company issued an aggregate of 1,188,250 Common Shares in exchange for all of the issued and outstanding shares of Bellatrix. The Bellatrix Transaction was not a significant acquisition, or a material restructuring transaction, as those terms are defined in Canadian securities laws, or a related party transaction under International Financial Reporting Standards. Bellatrix had not commenced commercial operations and had no liabilities or assets other than a minimum amount of cash.

The Property

The disclosure required by Section 5.4 of NI 41-101 is included in the attached Appendix A to this Prospectus.

AVAILABLE FUNDS AND PRINCIPAL USES

Funds Available

The Company is not raising any funds in conjunction with this Prospectus and, accordingly, there are no proceeds to be raised by the Company pursuant to this Prospectus.

As of the date of this Prospectus, the following funds are available to the Company:

Funds Available Working capital as at August 31, 2022 Total	Amount
	$1,195,679
	$1,195,679

Principal Use of Available Funds

The following table sets forth the principal purposes for which the estimated funds available to the Company will be used and the current estimated amounts to be used for each such principal purpose:

Use of Funds Available Expenditures pursuant to the Option Agreement(1) Payment pursuant to the Option Agreement(2) Listing costs Operating expenses for 12 months(3) Unallocated working capital(4) Total	Amount
	$150,000 $100,000 $20,000 $100,000 $825,679
	$1,195,679

Notes:

(1) Required to be incurred on or before November 15, 2022. This amount includes the estimated cost of the Phase I Work Program.
(2) Due on or before October 6, 2022.
(3) Estimated operating expenses for the next 12 months include: $1,000 in miscellaneous charges, $12,000 in insurance, $20,000 in Listing & Filing fees, $15,000 in legal fees, $10,000 in accounting fees, $18,000 in audit fees, and $24,000 in management consulting fees (consisting of fees payable pursuant to the Ward Consulting Agreement – see “Executive Compensation – Employment, Consulting and Management Agreements”).
(4) The Company maintains a sizeable unallocated working capital position to ensure that it has sufficient resources to meet liquidity requirements for the next 24 months. The use to which the unallocated working capital will be put has not yet been determined by the Company, primarily because the nature of the Company’s future expenditures is contingent on the results of the Phase I Work Program. Unallocated working capital may be utilized to pursue additional exploration on the Property, if warranted. The Company also retains unallocated working capital to fund ongoing operations and to account for future contingencies, including the possibility of pursuing opportunities to acquire interests in other properties.

While the Company intends to spend its current working capital as stated above, there may be circumstances where, for sound business reasons, a re-allocation of funds may be necessary or advisable. The actual amount that the Company spends in connection with each of the intended uses of proceeds may vary significantly from the amounts specified above, and will depend on a number of factors, including those listed under the heading “Risk Factors”.

The Company anticipates that its estimated working capital of $1,195,679 as of August 31, 2022 will fund operations for the next 12-month period. Other than the costs stated above under “Principal Use of Available Funds”, the Company does not anticipate incurring any other material capital expenditures during the next 12-month period.

The Company had negative cash flow from operating activities since incorporation and has not generated revenue from its property interest, nor does it anticipate it will do so for the foreseeable future. As a result, the Company continues to rely on the issuance of securities or other sources of financing to generate sufficient funds to fund its working capital requirements and for corporate expenditures. The Company may continue to have negative cash flow from operating activities until sufficient levels of sales are

achieved. To the extent that the Company has negative cash flow from operating activities in future periods, the Company may need to use a portion of proceeds from any offering to fund such negative cash flow.

See “Business Objectives and Milestones”.

Business Objectives and Milestones

The principal business carried on and intended to be carried on by the Company is the acquisition, exploration and development of mineral resource properties.

The Company expects to accomplish the following objectives or milestones using the available funds over the next 12 months:

Event Time Frame 1. Complete the Listing Within 30 days of filing this Prospectus (estimated cost $20,000) 2. Carry out Phase I Work Program Within six months of the Listing Date (estimated cost $150,000)

After completing the Listing, the Phase I Work Program is expected to commence in September 2022. In connection with the Phase I Work Program, the Company intends to complete rock and soil sample analyses, grid soil sampling, a magnetometer survey and RAB drilling.

Other Sources of Funding

The Company currently does not have any immediate sources of additional funding.

SELECTED FINANCIAL INFORMATION AND MD&A

Selected Financial Information

The following tables set forth selected financial information for the Company. The selected financial information has been derived from, and is qualified by, the Company’s unaudited financial statements for the three months ended June 30, 2022 and the Company’s audited financial statements for the years ended March 31, 2022, March 31, 2021 and March 31, 2020, and the notes thereto, attached to this Prospectus as Appendix B. The following information should be read in conjunction with those financial statements and the accompanying notes, and management’s discussion and analysis included elsewhere in this Prospectus.

Assets Liabilities Shareholders’ Equity Deficit	Three months ended June 30, 2022 (unaudited) Year ended March 31, 2022 (audited) Year ended March 31, 2021 (audited) Year ended March 31, 2020 (audited)
	$1,216,993 $1,240,496 $122,380 - $5,252 $12,657 - - $1,211,741 $1,227,839 $122,380 - $(304,472) ($236,574) ($120) -

Management Discussion and Analysis

Management’s discussion and analysis of the financial condition and results of operations of the Company for the three months ended June 30, 2022 and the years ended March 31, 2022, March 31, 2021 and March 31, 2020 are attached to this Prospectus as Appendix B. These management’s discussions and analysis should be read in conjunction with the financial statements and the accompanying notes thereto included in this Prospectus. Certain information included in such management’s discussions and analysis is forward-looking and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected. See “Risk Factors”.

DIVIDEND POLICY

The Company has not paid dividends since its incorporation. While there are no restrictions in the Company’s articles or pursuant to any agreement or understanding which could prevent the Company from paying dividends or distributions, the Company has limited cash flow and anticipates using all available cash resources to fund working capital and grow its business. As such, there are no plans to pay dividends in the foreseeable future. Any decisions to pay dividends in cash or otherwise in the future will be made by the Board on the basis of the Company’s earnings, financial requirements and other conditions existing at the time a determination is made.

DESCRIPTION OF THE SECURITIES

No securities are being offered pursuant to this Prospectus.

Share Capital

The authorized share capital of the Company includes an unlimited number of Common Shares.

As of the date of this Prospectus, there are 33,188,250 Common Shares issued and outstanding. An additional 6,650,000 Common Shares will be issued on conversion of the Special Warrants.

The holders of the Common Shares are entitled to dividends, if, as and when declared by the Board, to one vote per share at meetings of the shareholders of the Company and, upon liquidation, dissolution or winding-up of the Company to receive such assets of the Company as are distributable to the holders of the Common Shares.

Special Warrants

As of the date of this Prospectus, there are 6,650,000 Special Warrants outstanding. These Special Warrants were issued in connection with the Private Placement. See “Prior Sales”.

See “Plan of Distribution”.

Warrants

As at the date hereof, the Company has 22,500,000 warrants outstanding as follows:

Date of Issuance December 15, 2020 June 18, 2021 September 28, 2021	Number of Warrants 3,875,000 11,125,000 7,500,000	Exercise Price $0.10 $0.10 $0.10	Expiry Date
			December 15, 2025 June 18, 2026 September 28, 2026

An additional 6,650,000 warrants will be issued on conversion of the Special Warrants. Each such warrant will be exercisable to acquire one Common Share at a price of $0.20 for a period of five years.

Options

The Board has approved the Stock Option Plan (as defined below).

As of the date of this Prospectus, there are 1,425,000 Stock Options outstanding under the Stock Option Plan.

For more information, see “Options to Purchase Securities”.

CONSOLIDATED CAPITALIZATION

There have not been any material changes in the share and loan capital of the Company since June 30, 2022, the date of the Company’s financial statements included in this Prospectus. The following table sets forth the consolidated capitalization of the Company as at June 30, 2022 and as at the date of this Prospectus. The table should be read in conjunction with the financial statements of the Company for the period ended June 30, 2022, including the notes thereto and the related management’s discussion and analysis, attached as Appendix B to this Prospectus.

Description Common Shares	Outstanding as at June 30, 2022 (audited) 33,188,250	Outstanding as at the date of this Prospectus (unaudited) 33,188,250	Outstanding After Exercise of Special Warrants (unaudited)
			39,838,250

Description Special Warrants Warrants Stock Options	Outstanding as at June 30, 2022 (audited) 6,650,000 22,500,000 1,425,000	Outstanding as at the date of this Prospectus (unaudited) 6,650,000 22,500,000 1,425,000	Outstanding After Exercise of Special Warrants (unaudited)
			Nil 29,150,000 1,425,000

OPTIONS TO PURCHASE SECURITIES

The terms of the Stock Option Plan, which is qualified entirely by the provisions of the Stock Option Plan, are provided below.

The Stock Option Plan is a rolling stock option plan which sets the number of options available for grant by the Company at an amount equal to 10% of the Company issued and outstanding Common Shares from time to time. The purpose of the Stock Option Plan is to allow the Company to grant options to directors, officers, employees and consultants, as additional compensation, and as an opportunity to participate in the success of the Company. The granting of such options is intended to align the interests of such persons with those of the Company’s shareholders. Options are exercisable over periods of up to 10 years as determined by the Board and at exercise prices as determined by the Board, which will not have an exercise price lower than the greater of the closing market price of the underlying securities on (a) the trading day prior to the date of grant of the stock options; and (b) the date of grant of the stock options. The maximum number of Common Shares which may be issued pursuant to options granted under the Stock Option Plan will be 10% of the issued and outstanding Common Shares at the time of the grant. In addition, the number of Common Shares which may be reserved for issuance to any one individual may not exceed 5% of the issued shares in any 12 month period or 2% if the optionee is engaged in investor relations activities or is a consultant. The Stock Option Plan contains no vesting requirements, other than for consultants performing investor relations activities but permits the Board to specify a vesting schedule in its discretion.

The following table summarizes the allocation of the Stock Options granted by the Company up to the date of this Prospectus:

Optionee Executive Officers as a group(1) Directors as a group(2)	Number of Stock Options 1,075,000 350,000	Exercise Price $0.10 $0.10	Expiry Date
			April 14, 2027 April 14, 2027

Notes:

(1) This information applies to four executive officers of the Company, one of whom is also a director of the Company. (2) Directors who are also executive officers are excluded from this figure.

PRIOR SALES

The following table sets out all issuances of securities for the 12-month period before the date of this Prospectus:

Date Issued September 28, 2021 September 28, 2021 October 11, 2021 February 14, 2022 April 14, 2022	Number of Securities 7,500,000 1,188,250 500,000 6,650,000 1,425,000	Type of Securities Units(1) Common Shares(2) Common Shares(3) Special Warrants(4) Stock Options	Issue Price
			$0.05 $0.05 $0.05 $0.10 $0.10

Notes:

(1) Each unit consisted of one Common Share and one warrant entitling the holder to acquire an additional Common Share at a price of $0.10 for a period of five years.
(2) Issued pursuant to the Bellatrix Transaction.
(3) Issued pursuant to the Option Agreement.
(4) Issued pursuant to the Private Placement.

ESCROWED SECURITIES

Under the applicable policies and notices of the CSA, securities held by Principals are required to be held in escrow in accordance with the national escrow regime applicable to initial public offerings (the “ IPO ”). The following securities are subject to escrow in accordance with NP 46-201 if a Principal holds them immediately prior to an IPO:

Equity securities that carry the right to participate in earnings and assets remaining on windingup or liquidation, including common shares, restricted voting shares, subordinate voting shares, multiple voting shares and non-voting shares (collectively, “ Equity Securities ”).
Securities that allow the holder to acquire shares or other convertible securities (such as warrants, special warrants qualified under the IPO prospectus, convertible shares, convertible debentures, rights and options) (collectively, “ Convertible Securities ”), except for non-transferable incentive stock options issued to principals of the issuer to purchase securities solely for cash at a price equal to or greater than the IPO price.

As of the date of this Prospectus, the Principals of the Company hold an aggregate of 502,500 Equity Securities and an aggregate of 1,925,000 Convertible Securities. Of the Convertible Securities, 1,425,000 are Stock Options issued to Principals to purchase securities solely for cash at a price equal to or greater than the IPO price, and are therefore exempt from the escrow requirements in NP 46-201. Accordingly, a total of 502,500 Equity Securities and an aggregate of 500,000 Convertible Securities are herein referred to as the “ Escrowed Securities ”.

Pursuant to the Escrow Agreement to be entered into among the Escrow Agent, the Company, and certain Principals, the Escrowed Securities will be held in escrow with the Escrow Agent. The Escrow Agreement provides that 10% of the Escrowed Securities will be released from escrow upon the Listing Date and that an additional 15% will be released therefrom every six-month interval thereafter, over a period of 36 months.

The Company is an “emerging issuer” as defined in the applicable policies and notices of the CSA. If the Company achieves “established issuer” status during the term of the Escrow Agreement, it will “graduate” resulting in a catch-up release and an accelerated release of any securities remaining in escrow under the 18 month schedule applicable to established issuers as if the Company had originally been classified as an established issuer.

Pursuant to the terms of the Escrow Agreement, the Escrowed Securities may not be transferred or otherwise dealt with during the term of the Escrow Agreement unless the transfers or dealings within the escrow are:

(a) Transfers to continuing or, upon their appointment, incoming directors and senior officers of the Company or of a material operating subsidiary, with approval of the Board;
(b) Transfers to an RRSP or similar trustee plan provided that the only beneficiaries are the transferor or the transferor’s spouse or children or parents;
(c) Transfers upon bankruptcy to the trustee in bankruptcy;
(d) Pledges to a financial institution as collateral for a loan, provided that upon a realization the securities remain subject to escrow; and
(e) Tenders of Escrowed Securities to a take-over bid are permitted provided that, if the tenderer is a Principal of the successor corporation upon completion of the take-over bid, securities received in exchange for tendered Escrowed Securities are substituted in escrow on the basis of the successor corporation’s escrow classification.

The following table sets forth details of the Escrowed Securities that, as of the date of this Prospectus, will be subject to the Escrow Agreement:

Class Common Shares Warrants	Number of Escrowed Securities 502,500 500,000	Percentage of Class
		1.26% 1.72%

A detailed breakdown of the Common Shares and Warrants to be escrowed in connection with the Listing is shown in the following table:

Name Jon Ward Jon Ward Karlene Collier Jennifer Hanson	Designation of Security Shares Warrants Shares Shares	Number of Securities to be held in Escrow 500,000 500,000 1,500 1,000	Percentage of Securities (1)
			1.26% 1.72% >1% >1%

Note:

(1) Based on 39,838,250 Common Shares and 29,150,000 Warrants issued and outstanding on conversion of the Special Warrants.

PRINCIPAL SECURITYHOLDERS

To the knowledge of the directors and officers of the Company, as of the date of this Prospectus, and following the exercise of all the Special Warrants, the Company is not aware of any person who beneficially owns or exercises control or direction over Common Shares carrying more than 10% of the votes attached to the Common Shares.

DIRECTORS AND EXECUTIVE OFFICERS

Name, Occupation and Security Holdings

The following table provides the names, state or province and country of residence, position, principal occupations during the five preceding years and the number of voting securities of the Company that each of its directors and executive officers beneficially owns, directly or indirectly, or exercises control over, as of the date of this Prospectus:

Name and Province and Country of Residence Jon Ward(3) (4) British Columbia, Canada Dilshan Anthony(5) British Columbia, Canada Lorne Warner, P.Geo(6) British Columbia, Canada Jennifer Hanson(7) British Columbia, Canada Mahesh Liyanage(3) (8) British Columbia, Canada	Position with Company(1) CEO (Since October 2020) and Director (Since November 2020) CFO (Since January 2021) VP, Exploration (Since April 2022) Corporate Secretary (Since January 2021) Director (Since November 2020)	Principal Occupation for the Last Five Years Investor Relations Manager at Inventa Capital Corp. from October 2020 to Present; Operations Manager at Safe & Sound Entertainment from June 2016 to October 2020 CFO at Rainy Mountain Royalty Corp. (TSXV: RMO) from November 2021 to Present; CFO at Archer Exploration Corp. (CSE: RCHR) from May 2021 to Present; Corporate accountant at Inventa Capital Corp, Tarachi Gold Corp. (CSE:TRG) and Heliostar Metals Ltd (TSXV:HSTR) from November 2020 to Present; Controller at Executive Airport Plaza Hotel from March 2007 to October 2020 President at Geocon Enterprises Inc. from February 2002 to Present President at JC Hanson Corp. Resources from April 2013 to Present CFO of Relevant Gold Corp. (CSE:RGC) from August 2022 to Present; CFO of Astra Exploration Inc. (TSXV:ASTR) from January 2022 to Present; CFO of Vizsla Silver Corp. (TSXV: VZLA) from December 2020 to Present; CFO of Tarachi Gold Corp. (CSE:TRG) from	Number of Securities and Percentage of Class(2)
			500,000 Common Shares 1.26% 500,000 Warrants 1.72% Nil Nil 1,000 Common Shares >1% Nil

Name and Province and Country of Residence Karlene Collier(3) (9) British Columbia, Canada	Position with Company(1) Director (Since September 2020)	Principal Occupation for the Last Five Years December 2020 to Present; CFO of Heliostar Metals Ltd. (TSXV:HSTR) from December 2020 to Present; CFO of Mirasol Resources Ltd. (TSXV:MRZ )from March 2016 to July 2018; CFO of Orogen Royalties Inc. (TSXV:OGN) from June 2013 to November 2020. Vice President, Operations at Inventa Capital Corp. from March 2019 to Present; Director of Communications at Hive Blockchain from September 2017 to March 2019	Number of Securities and Percentage of Class(2)
			1,500 Common Shares >1%

Notes:

(1) Directors stand for re-election annually. The directors of the Company will serve until the end of the next annual meeting of shareholders of the Company.
(2) The information as to shares beneficially owned, or over which control or direction is exercised, directly or indirectly, is based upon information furnished to the Company by the respective directors and senior officers as at the date hereof.
(3) Audit Committee member.
(4) Holds 500,000 Stock Options.
(5) Holds 250,000 Stock Options.
(6) Holds 200,000 Stock Options.
(7) Holds 125,000 Stock Options.
(8) Holds 175,000 Stock Options. (9) Holds 175,000 Stock Options.

As at the date of this Prospectus, the directors and executive officers of the Company as a group beneficially own, directly or indirectly, or exercise control or discretion over 502,500 Common Shares or 1.26% of the issued and outstanding Common Shares on conversion of the Special Warrants.

The term of office of the directors expires annually at the time of the Company’s annual general meeting. The term of office of the executive officers expires at the discretion of the Board.

The Board has one committee, the Audit Committee, whose members are Messrs. Mahesh Liyanage (Chairman), Karlene Collier and Jon Ward.

Management of Junior Issuers

Jon Ward – Chief Executive Officer and Director, Age: 34

Mr. Ward is an investor relations and capital markets professional responsible for leading investor and marketing initiatives for the Inventa Capital companies. With experience in the development and communication of corporate strategy to the financial markets, stakeholder relations, project management, capital markets, business development and marketing. Mr. Ward has previous experience working in business services for global accounting firm BDO (Australia) and holds a BBus (Finance and Accounting) from Queensland University of Technology.

It is anticipated that Mr. Ward’s involvement with the Company will be part-time, representing approximately 25% of his time. Mr. Ward is an independent contractor to the Company. He has not entered into a non-competition agreement with the Company. Mr. Ward has entered into the Ward Consulting Agreement – see “Executive Compensation – Employment, Consulting and Management Agreements.

Dilshan Anthony – Chief Financial Officer, Age: 52

Mr. Anthony is a Chartered Professional Accountant with over 15 years of experience spread throughout various sectors of accounting. His past experiences have led him to become accustomed with forensic accounting, bringing forth new technological solutions, engineering efficient accounting procedures, and updating his skillset with modern innovations in the field of accounting. Mr. Anthony received his Chartered Professional Accountant designation from the CGA, British Columbia in 2014.

It is anticipated that Mr. Anthony’s involvement with the Company will be part-time, representing approximately 15% of his time. Mr. Anthony is an independent contractor to the Company. He has not entered into a non-competition agreement with the Company.

Lorne Warner, P. Geo. – Vice President, Exploration, Age: 61

Mr. Warner graduated from the University of Alberta in 1985 with a Bachelor of Science in geology. Mr. Warner is registered professional geologist in British Columbia, Northwest Territories and Nunavut, with over 30 years’ experience in mineral exploration and underground and open-pit mining with Noranda Exploration and Placer Dome Inc. Mr. Warner’s career started in mineral exploration in British Columbia but has now worked throughout the Americas, Africa, Asia and Australia. As vice-president of several junior mining companies, his team discovered the western extension of the Detour Lake gold deposit, now in production in Ontario, as well as the Falea North zone (uranium, silver and copper deposit) and the Fatou Main gold deposit in Mali.

It is anticipated that Mr. Warner’s involvement with the Company will be part-time, representing approximately 10% of his time. Mr. Warner is an independent contractor to the Company. He has not entered into a non-competition agreement with the Company.

Jennifer Hanson – Corporate Secretary, Age: 47

Ms. Hanson has more than 22 years of experience in all aspects of human resource management, accounting, and administration.

It is anticipated that Ms. Hanson’s involvement with the Company will be part-time, representing approximately 10% of her time. Ms. Hanson is an independent contractor to the Company. She has not entered into a non-competition agreement with the Company.

Mahesh Liyanage – Director, Age: 49

Mr. Liyanage is a Chartered Professional Accountant with more than 20 years of experience across diverse industries. Special strengths in Canadian public company reporting and regulatory compliance, business spin-offs/mergers and acquisitions, treasury management, Canadian and US tax compliance. He was most recently with Evrim/Orogen and in the past he had worked with the Manex Resource Group. Mr. Liyanage received his Chartered Accountant designation from the CA School of Business, Edmonton, Alberta, in 2007.

It is anticipated that Mr. Liyanage’s involvement with the Company will be part-time, representing approximately 5% of his time. Mr. Liyanage is an independent contractor to the Company. He has not entered into a non-competition agreement with the Company.

Karlene Collier – Director, Age: 35

Ms. Collier has over 15 years of industry experience in capital markets, mergers and acquisitions and publicly listed companies trading on the Toronto Stock Exchange Venture, Canadian Securities Exchange and in the U.S. markets. She has experience in in overseeing business operations located both locally and internationally; leading operations in five different countries. Ms. Collier scaled the first publicly listed cryptocurrency company in Canada and has guided start-up companies from private to publicly listed entities, including leading management through the regulatory landscape.

It is anticipated that Ms. Collier’s involvement with the Company will be part-time, representing approximately 5% of her time. Ms. Collier is an independent contractor to the Company. She has not entered into a non-competition agreement with the Company.

Other Reporting Issuer Experience

The following table sets out the proposed directors, officers and promoters of the Company that are, or have been within the last five years, directors, officers or promoters of other reporting issuers:

Name Dilshan Anthony Lorne Warner Jennifer Hanson	Reporting Issuer and Stock Exchange Position Term
	Archer Exploration Corp. (CSE–RCHR) Chief Financial Officer Since May 2021
	Rainy Mountain Royalty Corp. (TSX.V-RMO) Chief Financial Officer Since November 2021
	Bathurst Metals Corp. (TSX.V-BMV) President Since August 2021
	Indigo Exploration Inc. (TSX.V-IXI) Director Since May 2016
	Tarachi Gold Corp. (CSE-TRG) Director Since April 2020
	Metallica Metals Corp. (CSE-MM) Director October 2016 – December 2017
	MX Gold Corp. (TSX.V-MXL) Director June 2016 – August 2018
	GK Resources Ltd. (TSX.V-NIKL) Corporate Secretary Since May 2021
	Greenbank Ventures Inc. (NEX-GBNK) Corporate Secretary Since March 2020
	Gold Bull Resources Inc. (TSX.V-GBRC) Corporate Secretary Since February 2022
	Golden Shield Resources Inc. (CSE-GSRI) Corporate Secretary Since February 2022

Name Mahesh Liyanage Karlene Collier	Reporting Issuer and Stock Exchange Position Term
	Outback Goldfields Corp. (TSX.V-OZ) Corporate Secretary Since November 2020
	Tarachi Gold Corp. (CSE-TRG) Corporate Secretary Since December 2020
	TinOne Resources Inc. (TSX.V-TORC) Corporate Secretary Since December 2021
	Vizsla Copper Corp. (TSX.V-VCU) Corporate Secretary Since May 2021
	Vizsla Silver Corp. (TSX.V, NYSE – VZLA) Corporate Secretary Since December 2018
	Geyser Brands Inc. (TSX.V-GYSR) Corporate Secretary June 2019 – March 2020
	Naturally Splendid Enterprises Ltd. (TSX.V-NSE) Corporate Secretary February 2017 – March 2019
	Pinedale Energy Limited (NEX-MCF) Corporate Secretary June 2020 – September 2020
	Astra Exploration Inc. (TSX.V-ASTR Chief Financial Officer Since January 2022
	Heliostar Metals Ltd. (TSX.V-HSTR) Chief Financial Officer Since December 2020
	Tarachi Gold Corp. (CSE-TRG) Chief Financial Officer Since December 2020
	Mirasol Resources Ltd. (TSX.V-MRZ) Chief Financial Officer March 2016 – July 2018
	Orogen Royalties Inc. (formerly Evrim Resources Corp.) (TSX.V-OGN) Chief Financial Officer June 2013 – November 2020
	Baltic I Acquisition Corp. (TSX.V-BLTC) Director Since May 2021
	TinOne Resources Inc. (TSX.V-TORC) Director Since December 2021
	Vizsla Copper Corp. (TSX.V-VCU) Director Since May 2021

Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Company, as at the date of this Prospectus and within the ten years before the date of this Prospectus, no director or executive officer of the Company is or has been a director, chief executive officer or chief financial officer of any person or company (including the Company), that while that person was acting in that capacity:

(a) Was subject of a cease trade order or similar order or an order that denied the relevant person or Company access to any exemptions under securities legislation (an “order”), for a period of more than 30 consecutive days; or
(b) 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.

To the knowledge of the Company, as at the date of this Prospectus and within the ten years before the date of this Prospectus, no director or officer of the Company or security holder anticipated to hold a sufficient number of securities of the Company to affect materially its control:

(a) Is, or has been within the ten years before the date of this Prospectus, a director or executive officer of any company (including the Company) 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
(b) Has, within the ten years before the date of this Prospectus, 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 manager or trustee appointed to hold the assets of that individual.

Mahesh Liyanage was the Chief Financial Officer of Synodon Inc. (“ Synodon ”) from March 1, 2016, to November 17, 2016. On November 30, 2016, a Receiver was appointed under the Bankruptcy and Insolvency Act (Canada) pursuant to a Court Order of the Court of Queen’s Bench of Alberta and on May 8, 2017 Synodon was cease traded by the Alberta Securities Commission. The cease trade order against Synodon has not yet been revoked.

Lorne Warner was the Vice President, Exploration, and a director, of MX Gold Corp. (“ MX Gold ”) from January 20, 2016, and June 13, 2016 respectively, until August 1, 2018. On January 10, 2018, MX Gold was cease traded by the British Columbia Securities Commission. The cease trade order against MX Gold was revoked on January 26, 2019.

Penalties or Sanctions

To the knowledge of the Company, no director or officer of the Company or security holder anticipated to hold a sufficient number of securities of the Company to affect materially its control:

(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, including a self-regulatory body, that would be likely to be considered important to a reasonable investor in making an investment decision.

Conflicts of Interest

The Company’s directors and officers are subject to fiduciary obligations to act in the best interest of the Company. Conflicts will be subject to the procedures and remedies of the BCBCA or other applicable corporate legislation.

To the knowledge of the Company, no director, officer of the Company or a subsidiary of the Company has any existing material conflicts of interests with the Company.

EXECUTIVE COMPENSATION

Prior to obtaining a receipt for this Prospectus from the securities regulatory authority in British Columbia the Company was not a reporting issuer in any jurisdiction. As a result, certain information required by Form 51-102F6 – Statement of Executive Compensation (“ Form 51-102F6 ”) has been omitted pursuant to Section 1.3(8) of Form 51-102F6.

Compensation Discussion and Analysis

In this section, “Named Executive Officer” means each of the following individuals:

(a) The Company’s chief executive officer, including an individual performing functions similar to a chief executive officer (the “ CEO ”);
(b) The Company’s chief financial officer, including an individual performing functions similar to a chief financial officer (the “ CFO ”);
(c) The most highly compensated executive officer of the Company and its subsidiaries, 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 Form 51-102F6, for that financial year; and
(d) Each individual who would be a Named Executive Officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company and was not acting in a similar capacity, at the end of that financial year.

The Company’s Named Executive Officers for the purposes of this section are Jon Ward (CEO) and Dilshan Anthony (CFO).

The Company has not been a reporting issuer during any financial period to date. Future compensation to be awarded or paid to the Company’s directors and/or executive officers, including Named Executive Officers, once the Company becomes a reporting issuer is expected to consist primarily of stock options and bonuses. Payments may be made from time to time to executive officers, including Named Executive Officers, or companies they control for the provision of consulting or management services.

While the Company does not currently have any intention to make material changes to its executive compensation as disclosed in this Prospectus:

The Board will from time to time determine the stock option grants to be made pursuant to the Stock Option Plan. See “Stock Option Plan” below and “Options to Purchase Securities”.
In addition, it is anticipated that the Board may award bonuses, in its sole discretion, to executive officers, including Named Executive Officers, from time to time.

In assessing the compensation of its directors and executive officers, including the Named Executive Officers, the Company does not have in place any formal objectives, criteria or analysis. Compensation payable to executive officers and directors is currently reviewed and recommended by the Board, on an annual basis. The Company has not established any specific performance criteria or goals to which total compensation or any significant element of total compensation to be paid to any Named Executive Officer is dependent. Named Executive Officers’ performance is reviewed in light of the Company’s objectives from time to time. Though the Company does not have pre-existing performance criteria, objectives or goals, it is anticipated that, once the Company becomes a reporting issuer, the Board will review all compensation arrangements and policies in place and consider the adoption of formal compensation guidelines.

Stock Option Plan

The Stock Option Plan is expected to be used to grant stock options to directors, officers (including Named Executive Officers), employees and consultants of the Company, as additional compensation and as an opportunity to participate in the success of the Company. The granting of such options is intended to align the interests of such persons with those of the Company’s shareholders.

In determining the number of options to be granted to directors or executive officers, including the Named Executive Officers, the Board will take into account, among other things:

The number of options, if any, previously granted to each director or executive officer; and
The exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the CSE and closely align the interests of the directors and executive officers with the interests of shareholders.

The independent members of the Board have the responsibility of administering the compensation policies related to the directors and executive management of the Company, including option-based awards.

The Stock Option Plan has not been approved by the shareholders of the Company.

See “Options to Purchase Securities” for the material terms of the Stock Option Plan.

Employment, Consulting and Management Agreements

Other than as disclosed below, the Company is not party to any agreement or arrangement under which compensation was provided during any prior financial period or is payable in respect of services provided to the Company or any of its subsidiaries that were performed by a director or Named Executive Officer or performed by any other party but are services typically provided by a director or Named Executive Officer.

Jon Ward has entered into a consulting agreement with the Company dated effective May 1, 2021 and amended on May 1, 2022 (the “ Ward Consulting Agreement ”). Pursuant to the Ward Consulting Agreement, Mr. Ward agreed to provide consulting services to the Company in the capacity of director and Chief Executive Officer. The Company agreed to pay Mr. Ward a monthly fee of $2,000. The Ward Consulting Agreement may be terminated by either party by giving ten days’ notice to the other party.

Director Compensation

The Company’s directors do not receive cash compensation.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No person who is, or who has been, a director, executive officer or employee of the Company or any associate of any of the aforementioned, is or has been indebted to the Company or any of its subsidiaries or to any entity which has been provided a guarantee, support agreement, letter of credit or similar arrangement by the Company at any time before the date of this Prospectus.

AUDIT COMMITTEE

The Audit Committee’s role is to act in an objective, independent capacity as a liaison between the auditors, management and the Board and to ensure the auditors have a facility to consider and discuss governance and audit issues with parties not directly responsible for operations. NI 52‐110, NI 41‐101 and Form 52‐ 110F2 require the Company to disclose certain information relating to the Company’s Audit Committee and its relationship with the Company’s independent auditors.

Pursuant to NI 52-110, the Company is required to have an audit committee comprised of not less than three directors, a majority of whom are not officers, employees, or control persons of the Company or of an affiliate of the Company. The Audit Committee is composed of Mahesh Liyanage (Chairman), Karlene Collier and Jon Ward.

Audit Committee Charter

The Company has adopted an audit committee charter in the form attached hereto as Appendix C to this Prospectus.

Independence

NI 52-110 provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the issuer, which could, in the view of the issuer’s board of directors, reasonably interfere with the exercise of the member’s independent judgment. Each member of the Audit Committee is independent, other than Jon Ward (the Chief Executive Officer of the Company).

Financial Literacy

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

All existing and proposed members of the Audit Committee are financially literate as such term is defined in NI 52-110.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the Audit Committee has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, the Company has not relied on:

(a) The exemption in section 2.4 (De Minimis Non-audit Services) of NI 52-110; or
(b) An exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions).

Pre-Approval Policies and Procedures

The Audit Committee has not adopted any specific policies and procedures for the engagement of nonaudit services.

External Auditor Service Fees (By Category)

For the years ended March 31, 2022, March 31, 2021 and March 31, 2022, DeVisser Gray LLP has received fees from the Company as follows:

Description Audit Fees(1) Audit Related Fees(2) Tax Fees(3) All Other Fees(4)	Year ended March 31, 2022 Year ended March 31, 2021 Year ended March 31, 2020
	$18,000 Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil

Notes:

(1) “Audit Fees” means the aggregate fees billed by the Company’s external auditor for the last fiscal year for audit services. (2) “Audit-Related Fees” means the aggregate fees billed for the last fiscal year for assurance and related services by the Company’s external auditor that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under clause (1) above, including assistance with specific audit procedures on interim financial information.

(3) “Tax Fees” means the aggregate fees billed in the last fiscal year for professional services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning.

(4) “All Other Fees” means the aggregate fees billed in the last fiscal year for products and services provided by the Company’s external auditor, other than the services reported under clauses (1), (2) and (3) above.

Exemption

Following Listing, the Company will rely on the exemption provided in section 6.1 of NI 52-110 as it will be a “venture issuer” and therefore exempt from the requirements of Part 3 (Composition of Audit Committee) and Part 5 (Reporting Obligations) of NI 52-110.

CORPORATE GOVERNANCE

The Board of Directors

The Board is responsible for the general supervision of the management of the Company’s business and affairs with the objective of enhancing shareholder value. The Board discharges its responsibilities directly and through its committees, which currently comprise the Audit Committee only.

The Board facilitates exercise of independent supervision over management through its independent members recognizing that the Company is currently in its early stages.

The Board of the Company consists of three directors. The Board has concluded that two of the directors, Mr. Liyanage and Ms. Collier are “independent” for purposes of board membership, as defined in NI 58101. By virtue of his management position, Mr. Ward is not considered “independent”.

Orientation and Continuing Education

The directors have previous positive experience with public companies and are therefore familiar with the role and responsibilities of being a public company director.

While the Company does not have a formal continuing education program, the directors individually are responsible for updating their skills required to meet their obligations as directors.

Ethical Business Conduct

The Board has not adopted specific guidelines. To ensure that an ethical business culture is maintained and promoted, directors are encouraged to exercise their independent judgment. If a director has a material interest in any transaction or agreement that the Company proposes to enter into, such director is expected to disclose such interest to the Board in compliance with all applicable laws, rules and policies which govern conflicts of interest in connection with such transaction or agreement. Further, any director who has a material interest in any transaction or agreement will be excluded from the portion of a board of directors’ meeting concerning such matters and will be further precluded from voting on such matters.

Nomination of Directors

The Board is responsible for the identification and assessment of potential directors. While no formal nomination procedure is in place to identify new candidates, the Board reviews the experience and performance of nominees for the election to the Board, and in particular, any appointments to the Audit Committee. The Board also assesses whether any potential conflicts, independence or time commitment concerns regarding a candidate may present.

Compensation

Other than as disclosed under the heading “Executive Compensation”, no compensation other than the grant of Stock Options is paid to the Company’s directors, in such capacity.

Other Board Committees

The Board has no standing committees other than the Audit Committee.

Board Assessments

The Board, the Audit Committee and its individual directors are assessed as to their effectiveness and contribution. All directors and/or committee members are free to make suggestions for improvement of the practice of the Board and/or the Audit Committee at any time and are encouraged to do so.

LISTING APPLICATION

PLAN OF DISTRIBUTION

This Prospectus is being filed in British Columbia to qualify the distribution of 6,650,000 Units issuable upon the exercise of the Special Warrants.

On February 14, 2022, the Company completed the Private Placement pursuant to prospectus exemptions under applicable securities legislation, comprised of an aggregate of 6,650,000 Special Warrants.

No fractional Common Shares will be issued upon the exercise of the Special Warrants. The holding of Special Warrants does not make the holder thereof a shareholder of the Company or entitle the holder to any right or interest granted to shareholders.

The Company has applied to list its Common Shares on the CSE. Listing of the Common Shares will be subject to the Company fulfilling all of the listing requirements of the CSE.

None of the Common Shares have been or will be registered under the U.S. Securities Act or the securities laws of any state of the U.S. and may not be offered or sold within the U.S. or to, or for the account or benefit of, U.S. Persons, except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

The Special Warrants may not be exercised by or on behalf of a U.S. Person or a person in the U.S. unless an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available. Accordingly, the Common Shares will bear appropriate legends evidencing the restrictions on the offering, sale and transfer of such securities.

RISK FACTORS

The following are certain factors relating to the business of the Company, which factors investors should carefully consider when making an investment decision concerning the Common Shares. These risks and uncertainties are not the only ones facing the Company. Additional risks and uncertainties not presently known to the Company, or that the Company currently deems immaterial, may also impair the operations of the Company. If any such risks actually occur, the financial condition, liquidity and results of operations of the Company could be materially adversely affected and the ability of the Company to implement its growth plans could be adversely affected.

Prospects for companies in the mineral exploration industry generally may be regarded as uncertain given the nature of the industry and, accordingly, investments in mineral exploration companies should be regarded as highly speculative. Mineral exploration involves a significant degree of risk. An investor should carefully consider the risks and uncertainties described below. The risks and uncertainties described below are not an exhaustive list. Additional risks and uncertainties not presently known to the Company or that are considered to be immaterial may also adversely affect the Company’s business. If any one or more of the following risks occur, the Company’s business, financial condition and results of operations could be seriously harmed. Further, if the Company fails to meet the expectations of the public market in any given period, the market price of the Common Shares could decline. An investment in the Common Shares should only be made by persons who can afford a significant or total loss of their investment.

The risks discussed below also include forward‐looking statements and actual results may differ ‐ substantially from those discussed in these forward looking statements. See “Forward-Looking Statements” in this Prospectus.

Dependence on the Property

The Company is an exploration stage company and as such does not anticipate receiving revenue from its mineral properties for some time. The Company will be solely focused on the exploration and development of the Property, which does not have any identified mineral resources or reserves. Unless the Company acquires additional property interests, any adverse developments affecting the Property could have a material adverse effect upon the Company and would materially and adversely affect any profitability, financial performance and results of operations of the Company.

Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that the Company’s mineral exploration and development programs at the Property will result in the definition of bodies of commercial mineralization. There is also no assurance that even if commercial quantities of mineralization are discovered that Property will be brought into commercial production. Failure to do so will have a material adverse impact on the Company’s operations and potential future profitability. The discovery of bodies of commercial mineralization is dependent upon a number of factors, not the least of which is the technical skill of the exploration personnel involved. The commercial viability of a mineral deposit once discovered is also dependent upon a number of factors, some of which are the particular attributes of the deposit (such as size, grade and proximity to infrastructure), metal prices and government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. Most of the above factors are beyond the Company’s control.

Exploration, Development and Production Risks

The exploration for and development of minerals involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. Few properties that are explored are ultimately developed into producing mines. There can be no guarantee that the estimates of quantities and qualities of minerals disclosed will be economically recoverable. With all mining operations there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methods tested in pilot conditions. Mineral exploration is speculative in nature and there can be no assurance that any minerals discovered will result in an increase in the Company’s resource base.

The Company’s operations will be subject to all of the hazards and risks normally encountered in the exploration, development and production of minerals. These include unusual and unexpected geological formations, rock falls, seismic activity, flooding and other conditions involved in the extraction of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. In addition, operations are subject to hazards that may result in environmental pollution, and consequent liability that could have a material adverse impact on the business, operations and financial performance of the Company.

Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing precious metals and other mineral properties is affected by many factors including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, costs of processing equipment and such other factors as government

regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. The remoteness and restrictions on access of properties in which the Company has an interest will have an adverse effect on profitability as a result of higher infrastructure costs. There are also physical risks to the exploration personnel working in the terrain in which the Company’s properties will be located, often in poor climate conditions.

The long-term commercial success of the Company depends on its ability to explore, develop and commercially produce minerals from its properties and to locate and acquire additional properties worthy of exploration and development for minerals. No assurance can be given that the Company will be able to locate satisfactory properties or acquisition or participation. Moreover, if such acquisitions or participations are identified, the Company may determine that current markets, terms of acquisition and participation or pricing conditions make such acquisitions or participation uneconomic.

Mineral Resources and Reserves

Because the Company has not defined or delineated any resource or reserve on any of its properties, mineralization estimates for the Company’s properties may require adjustments or downward revisions based upon further exploration or development work or actual production experience. In addition, the grade of ore ultimately mined, if any, may differ from that indicated by drilling results. There can be no assurance that minerals recovered in small-scale tests will be duplicated in large-scale tests under on-site conditions or in production scale.

Unless otherwise indicated, mineralization figures presented in this Prospectus are based upon estimates made by the Company, personnel and independent geologists. These estimates are imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis which may prove to be unreliable.

There can be no assurance that these estimates will be accurate; resource or other mineralization figures will be accurate; or such mineralization could be mined or processed profitably.

Negative Cash Flows From Operations

Since incorporation, the Company sustained net losses from operations and had negative cash flow from operating activities of $177,282. The Company continues to have negative operating cash flow. It is highly likely the Company may have negative cash flow in any future period and as a result, the Company will need to use available cash, including proceeds to fund any such negative cash flow.

Public Health Crises

The Company’s business, operations and financial condition could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises, including any outbreak of additional strains of COVID-19. To date, there have been a large number of temporary business closures, quarantines and a general reduction in consumer activity in a number of countries including Canada, the United States, Europe and Asia. The outbreak has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions. While a number of jurisdictions, including in Canada, have started to lift certain COVID-19 related restrictions, the duration of the various disruptions to businesses locally and internationally and the related financial and other impacts cannot be reasonably estimated at this time. Such public health crises can result in volatility and disruptions in the supply and demand for silver and other metals and minerals, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk, share prices and inflation.

Such public health crises can result in volatility and disruptions in the supply and demand for gold and other metals and minerals, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk and inflation. The risks to the Company of such public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak, increased labour and fuel costs, regulatory changes, political or economic instabilities or civil unrest. Any of these could affect the Company’s ability to advance exploration and development with such risks to include challenges in recruiting and retaining staff and personnel, restricted access for employees and contractors to the Property, equipment and materials not being delivered to site on schedule or at all, and further inefficiencies required to be put in place to health and safety resulting in less productivity.

Military Conflict in Ukraine

The military conflict in Ukraine could lead to heightened volatility in the global financial markets, increased inflation, and turbulence in mining markets. More recently, in response to Russian military actions in Ukraine, several countries (including Canada, the United States and certain allies) have imposed economic sanctions and export control measures, and may impose additional sanctions or export control measures in the future, which have and could in the future result in, among other things, severe or complete restrictions on exports and other commerce and business dealings involving Russia, certain regions of Ukraine, and/or particular entities and individuals. While the Company does not have any direct exposure or connection to Russia or Ukraine, as the military conflict is a rapidly developing situation, it is uncertain as to how such events and any related economic sanctions could impact the global economy. Any negative developments in respect thereof could have an adverse effect on the Company’s business, operations, financial condition, and the value of the Company’s securities

Maintaining Interests in Mineral Properties

The Company’s continuing right to maintain its conditional interest in the Property will be dependent upon compliance with applicable laws and with the terms of the Option Agreement. There can be no assurance that the Company will have the funds, will be able to raise the funds or will be able to comply with the provisions of the Option Agreement relating to the Property which would entitle it to an undivided 75% interest therein and, if it fails to do so, its interest in the Property would be lost and the Option Agreement would terminate.

Option Agreement

The Option Agreement provides that the Company must make certain cash and share payments over a period of time to exercise the Option and acquire the Property Interest. If the Company fails to make such payments as set out in the Option Agreement, the Company may lose its right to ultimately acquire the Property Interest, wherein, failure to exercise the option will result in the Company having no beneficial interest in and to the Property.

Obtaining and Renewing Licenses and Permits

In the ordinary course of business, the Company will be required to obtain and renew governmental licenses or permits for exploration, development, construction and commencement of mining at the Property. Obtaining or renewing the necessary governmental licenses or permits is a complex and time consuming process involving public hearings and costly undertakings on the part of the Company. The duration and success of the Company’s efforts to obtain and renew licenses or permits are contingent upon many variables not within the Company’s control, including the interpretation of applicable requirements implemented by the licensing authority. The Company may not be able to obtain or renew licenses or

permits that are necessary to its operations, including, without limitation, an exploitation license, or the cost to obtain or renew licenses or permits may exceed what the Company believes they can recover from the Property. Any unexpected delays or costs associated with the licensing or permitting process could delay the development or impede the operation of a mine, which could adversely impact the Company’s operations and profitability.

No Assurances

There is no assurance that economic mineral deposits will ever be discovered, or if discovered, subsequently put into production. Most exploration activities do not result in the discovery of commercially mineable deposits. The Company’s future growth and profitability will depend, in part, on its ability to identify and expand its mineral reserves through additional exploration of the Property and on the costs and results of continued exploration and development programs. Mining exploration is highly speculative in nature, involves many risks and frequently is not productive. Most exploration projects do not result in the discovery of commercially mineable ore deposits and no assurance can be given that any anticipated level of recovery of mineral reserves will be realized or that any identified mineral deposit will ever qualify as a commercially mineable (or viable) ore body which can be legally and economically exploited. There can be no assurance that the Company’s exploration efforts at the Property will be successful.

Title Matters, Surface Rights and Access Rights

The Property may be subject to prior unregistered agreements of transfer or indigenous land claims, and title may be affected by undetected defects. Until any such competing interests have been determined, there can be no assurance as to the validity of title of the Property and any other mining or property interests derived from or in replacement or conversion of or in connection with the claims comprising the Property or the size of the area to which such claims and interests pertain. The Company cannot guarantee that title to its mineral properties will not be challenged. Title insurance is generally not available for mineral properties and the Company’s ability to ensure that it has obtained secure claim to individual mineral properties or mining concessions may be severely constrained.

Although, upon exercising the Option, will acquire the rights to some or all of the minerals in the ground, it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by its mineral tenures. In areas where there are local populations or landowners, it is necessary, as a practical matter, to negotiate surface access. There is a risk that local communities or affected groups may take actions to delay, impede or otherwise terminate the contemplated activities of the Company. There can be no guarantee that the Company will be able to negotiate a satisfactory agreement with any such existing landowners/occupiers for such access, and therefore it may be unable to carry out significant exploration and development activities. In addition, in circumstances where such access is denied, or no agreement can be reached, the Company may need to rely on the assistance of local officials or the courts in such jurisdiction, which assistance may not be provided or, if provided, may not be effective. If the development of a mine on the Property becomes justifiable it will be necessary to acquire surface rights for mining, plant, tailings and mine waste disposal. There can be no assurance that the Company will be successful in acquiring any such rights.

Additional Funding Requirements

The exploration and development of the Property will require substantial additional capital. When such additional capital is required, the Company will need to pursue various financing transactions or arrangements, including joint venturing of projects, debt financing, equity financing or other means. Additional financing may not be available when needed or, if available, the terms of such financing might not be favorable to the Company and might involve substantial dilution to existing shareholders. The

Company may not be successful in locating suitable financing transactions in the time period required or at all. A failure to raise capital when needed would have a material adverse effect on the Company’s business, financial condition and results of operations. Any future issuance of securities to raise required capital will likely be dilutive to existing shareholders. In addition, debt and other debt financing may involve a pledge of assets and may be senior to interests of equity holders. The Company may incur substantial costs in pursuing future capital requirements, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. The ability to obtain needed financing may be impaired by such factors as the capital markets (both generally and in the precious metals industries in particular), the Company’s status as a new enterprise with a limited history, the location of the Property, the price of commodities and/or the loss of key management personnel. Further, if the price of precious on the commodities markets decreases, then potential revenues from the Property will likely decrease and such decreased revenues may increase the requirements for capital. Failure to obtain sufficient financing will result in a delay or indefinite postponement of development or production at the Property.

Dependence on Key Personnel and Qualified and Experienced Employees

The Company’s success depends on the efforts and abilities of certain senior officers and key employees. Certain of the Company’s employees have significant experience in the mineral exploration industry, and the number of individuals with significant experience in this industry is small. While the Company does not foresee any reason why such officers and key employees will not remain with the Company, if for any reason they do not, the Company could be adversely affected. The Company has not purchased key man life insurance for any of these individuals. The Company’s success also depends on the availability of qualified and experienced employees to work in the Company’s operations and its ability to attract and retain such employees. In addition, the Company’s ability to keep essential operating staff in place may also be challenged as a result of potential COVID-19 outbreaks or quarantines.

Dilution

Shares, including rights, warrants, special warrants, subscription receipts and other securities to purchase, to convert into or to exchange into Common Shares, may be created, issued, sold and delivered on such terms and conditions and at such times as the Board may determine. In addition, the Company may issue additional Common Shares from time to time pursuant to Common Share purchase warrants and the options to purchase Common Shares issued from time to time by the Board. The issuance of these Common Shares could result in dilution to holders of Common Shares.

First Nations Land Claims

Many lands in the Yukon Territory and elsewhere are or could become subject to aboriginal land claim to title, which could adversely affect the Company’s title to its properties. The Company is required to obtain consent of the aboriginal title holders which may adversely affect the Company’s activities. There can be no assurance that satisfactory agreements can be reached.

First Nations rights may be claimed on Crown properties or other types of tenure with respect to which mining rights have been conferred. The Supreme Court of Canada’s 2014 decision in Tsilhqot'in Nation v. British Columbia marked the first time in Canadian history that a court has declared First Nations title to lands outside of reserve land. The Property may now or in the future be the subject of aboriginal or indigenous land claims. The legal nature of aboriginal land claims is a matter of considerable complexity. The impact of any such claim on the Company's ownership interest in the Property cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of aboriginal rights in the area in which the Property is located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on the Company's activities. Even in the absence of such recognition, the

Company may at some point be required to negotiate with and seek the approval of holders of aboriginal interests in order to facilitate exploration and development work on the Property, there is no assurance that the Company will be able to establish a practical working relationship with any First Nations in the area which would allow it to ultimately develop the Property.

Environmental Risks

All phases of the Company’s operations with respect to the Property will be subject to environmental regulation. Environmental legislation involves strict standards and may entail increased scrutiny, fines and penalties for non-compliance, stringent environmental assessments of proposed projects and a high degree of responsibility for companies and their officers, directors and employees. Changes in environmental regulation, if any, may adversely impact the Company’s operations and future potential profitability. In addition, environmental hazards may exist on the Property that are currently unknown. The Company may be liable for losses associated with such hazards, or may be forced to undertake extensive remedial cleanup action or to pay for governmental remedial cleanup actions, even in cases where such hazards have been caused by previous or existing owners or operators of the properties, or by the past or present owners of adjacent properties or by natural conditions. The costs of such cleanup actions may have a material adverse impact on the Company’s operations and future potential profitability.

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions thereunder, 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 mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

The Company may be subject to reclamation requirements designed to minimize long-term effects of mining exploitation and exploration disturbance by requiring the operating company to control possible deleterious effluents and to re-establish to some degree pre-disturbance landforms and vegetation. Any significant environmental issues that may arise, however, could lead to increased reclamation expenditures and could have a material adverse impact on the Company’s financial resources.

Limited Operating History and Early Stage Property

The Company is an early stage company and the Property is an exploration stage property. As such, the Company will be subject to all of the business risks and uncertainties associated with any new business enterprise, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. The current state of the Property requires significant additional expenditures before any cash flow may be generated. There is no assurance that the Company will be successful in achieving a return on shareholders’ investment and the likelihood of its success must be considered in light of its early stage of operations.

The Property is in the early exploration stage and is without resources or reserves. The proposed programs on the Property are an exploratory search for a mineral deposit. Development of the Property will only follow upon obtaining satisfactory results. Exploration for and the development of minerals involve a high degree of risk and few properties, which are explored, are ultimately developed into producing properties. There is no assurance that the Company’s exploration and development activities will result in any discoveries of commercial bodies of ore.

The long-term success of the Company’s operations will be in large part directly related to the cost and success of its exploration programs, which may be affected by a number of factors.

Lack of Operating Cash Flow

The Company currently has no source of operating cash flow and is expected to continue to do so for the foreseeable future. The Company’s failure to achieve profitability and positive operating cash flows could have a material adverse effect on its financial condition and results of operations. If the Company sustains losses over an extended period of time, it may be unable to continue our business. Further exploration and development of the Property will require the commitment of substantial financial resources. It may be several years before the Company will generate any revenues from operations, if at all. There can be no assurance that the Company will realize revenue or achieve profitability.

Regulatory Requirements

Even if the Property is proven to host economic reserves of precious or non-precious metals, factors such as governmental expropriation or regulation may prevent or restrict mining of any such deposits. Exploration and mining activities may be affected in varying degrees by government policies and regulations relating to the mining industry. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriation of the Property, environmental legislation and mine safety.

Volatility of Mineral Prices

The Company’s revenues, if any, are expected to be in large part derived from the extraction and sale of precious and base minerals and metals. Factors beyond the control of the Company may affect the marketability of metals discovered, if any. Metal prices have fluctuated widely, particularly in recent years. Consequently, the economic viability of any of the Company’s exploration projects cannot be accurately predicted and may be adversely affected by fluctuations in mineral prices. In addition, currency fluctuations may affect the cash flow which the Company may realize from its operations, since most mineral commodities are sold in a world market in United States dollars.

Infrastructure

Exploration, development and processing activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important elements of infrastructure, which affect access, capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploration or development of the Property. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploration or development of the Property will be commenced or completed on a timely basis, if at all. Furthermore, unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of necessary infrastructure could adversely affect our operations.

Acquiring Additional Properties

Significant and increasing competition exists for mineral acquisition opportunities throughout the world. As a result of this competition, some of which is with large, better established mining companies with substantial capabilities and greater financial and technical resources, the Company may be unable to acquire rights to exploit additional attractive mining properties on terms it considers acceptable.

Risks Associated with Acquisitions

If appropriate opportunities present themselves, the Company may acquire other mineral claims and/or companies. The Company currently has no understandings, commitments or agreements with respect to any other material acquisition and no other material acquisition is currently being pursued. There can be no assurance that the Company will be able to identify, negotiate or finance future acquisitions successfully, or to integrate such acquisitions with its current business. The process of integrating an acquired company or mineral claims into the Company may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development of the Company’s business. Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect the Company’s business, results of operations and financial condition.

Executive Employee Recruitment and Retention

The success of the Company will be dependent upon the performance of its management and key employees. The loss of any key executive or manager of the Company may have an adverse effect on the future of the Company’s business.

The number of persons skilled in acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As the Company’s business activity grows, it will require additional key financial, administrative, geologic and mining personnel as well as additional operations staff. There is no assurance that it will be successful in attracting, training and retaining qualified personnel as competition for persons with these skill sets increases. If the Company 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 its future cash flows, earnings, results of operations and financial condition.

Adverse General Economic Conditions

The unprecedented events in global financial markets in the past several years have had a profound impact on the global economy. Many industries, including the mineral exploration sector, were impacted by these market conditions.

Some of the key impacts of the financial market turmoil included contraction in credit markets resulting in a widening of credit risk, devaluations, high volatility in global equity, commodity, foreign exchange and precious metal markets and a lack of market liquidity. A similar slowdown in the financial markets or other economic conditions, including but not limited to, inflation, fuel and energy costs, lack of available credit, the state of the financial markets, interest rates and tax rates, may adversely affect the Company’s operations. Specifically, a global credit/liquidity crisis could impact the cost and availability of financing and our overall liquidity, the volatility of mineral prices would impact the Company’s prospects, volatile energy, commodity and consumables prices and currency exchange rates would impact costs and the devaluation and volatility of global stock markets would impact the valuation of its equity and other securities. These factors could have a material adverse effect on the Company’s financial condition and results of operations.

In recent years, the securities markets in Canada, as well as in other countries around the world, have experienced a high level of price and volume volatility, and the market prices of securities of many companies have experienced wide fluctuations in price that have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. It may be anticipated that any quoted market for the Common Shares will be subject to market trends and conditions generally, notwithstanding any potential

success of the Company in developing assets, adding additional resources, establishing feasibility of deposits or creating revenues, cash flows or earnings. The value of securities will be affected by market volatility. An active public market for the Common Shares might not develop or be sustained. If an active public market for the Common Shares does not develop or continue, the liquidity of a shareholder’s investment may be limited and the price of the Common Shares may decline.

Claims and Legal Proceedings

The Company may be subject to claims or legal proceedings covering a wide range of matters that arise in the ordinary course of business activities, including relating to former employees. These matters may give rise to legal uncertainties or have unfavourable results. The Company may carry liability insurance coverage and mitigate risks that can be reasonably estimated; however, there is a risk that insurance may not be adequate to cover all possible risks arising from the Company’s operations. In addition, the Company may be involved in disputes with other parties in the future that may result in litigation or unfavourable resolution which could materially adversely impact the Company’s financial position, cash flow, results of operations, and reputation, regardless of the specific outcome.

Force Majeure

The Company’s projects now or in the future may be adversely affected by risks outside the control of the Company, including the price of precious metals on world markets, labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

Uncertainty of Use of Proceeds

Although the Company has set out its intended use of proceeds in this Prospectus, these intended uses are estimates only and subject to change. While management does not contemplate any material variation, management does retain broad discretion in the application of such proceeds. The failure by the Company to apply these funds effectively could have a material adverse effect on the Company’s business, including the Company’s ability to achieve its stated business objectives.

Competition

All aspects of the Company’s business will be subject to competition from other parties. Many of the Company’s competitors for the acquisition, exploration, production and development of mineral properties, and for capital to finance such activities, will include companies that have greater financial and personnel resources available to them than the Company. Competition could adversely affect the Company’s ability to acquire suitable properties or prospects in the future.

Conflicts of Interest

Certain of the directors and officers of the Company will be engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies (including mineral resource companies) and, as a result of these and other activities, such directors and officers of the Company may become subject to conflicts of interest. The BCBCA provides that in the event that a director has a material interest in a contract or proposed contract or agreement that is material to the issuer, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the BCBCA. To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the BCBCA. To the proposed management of the Company’s knowledge, as at the date hereof there are no existing or potential

material conflicts of interest between the Company and a proposed director or officer of the Company except as otherwise disclosed herein.

Dividends

To date, the Company has not paid any dividends on the outstanding Common Shares. Any decision to pay dividends on the Common Shares will be made by the Board on the basis of the Company’s earnings, financial requirements and other conditions.

Litigation

The Company and/or its directors and officers may be subject to a variety of civil or other legal proceedings, with or without merit. From time to time in the ordinary course of its business, the Company may become involved in various legal proceedings, including commercial, employment and other litigation and claims, as well as governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources and cause the Company to incur significant expenses. Furthermore, because litigation is inherently unpredictable, the results of any such actions may have a material adverse effect on the Company’s business, operating results or financial condition.

Operating Hazards, Risks and Insurance

The ownership, exploration, operation and development of a mine or mineral property involves many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. These risks include environmental hazards, industrial accidents, explosions and third-party accidents, the encountering of unusual or unexpected geological formations, ground falls and cave-ins, mechanical failure, unforeseen metallurgical difficulties, power interruptions, flooding, earthquakes and periodic interruptions due to inclement or hazardous weather conditions. These occurrences could result in environmental damage and liabilities, work stoppages, delayed production and resultant losses, increased production costs, damage to, or destruction of, mineral properties or production facilities and resultant losses, personal injury or death and resultant losses, asset write downs, monetary losses, claims for compensation of loss of life and/or damages by third parties in connection with accidents (for loss of life and/or damages and related pain and suffering) that occur on Company property, and punitive awards in connection with those claims and other liabilities.

It is not always possible to fully insure against such risks, and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise they could reduce or eliminate any future profitability and result in an increase in costs and a decline in value of our securities. Liabilities that the Company incurs may exceed the policy limits of insurance coverage or may not be covered by insurance, in which event the Company could incur significant costs that could adversely impact its business, operations, potential profitability or value. Despite efforts to attract and retain qualified personnel, as well as the retention of qualified consultants, to manage the Company’s interests, even when those efforts are successful, people are fallible and human error could result in significant uninsured losses. These could include loss or forfeiture of mineral interests or other assets for non-payment of fees or taxes, significant tax liabilities in connection with any tax planning effort the Company might undertake and legal claims for errors or mistakes by personnel.

Absence of Public Trading Market

Currently, there is no public market for the Common Shares and there can be no assurance that an active market for the Common Shares will develop or be sustained after the Listing Date. If an active public

market for the Common Shares does not develop, the liquidity of an investor’s investment may be limited and the share price may decline below the price paid for the Common Shares by such investor.

PROMOTER

Jon Ward, the Chief Executive Officer and a director of the Company, took the initiative in founding and organizing the business of the Company and, accordingly, may be considered a promoter of the Company within the meaning of applicable securities legislation in British Columbia. Mr. Ward beneficially owns or controls, directly or indirectly, an aggregate of 500,000 Common Shares, 500,000 Warrants and 500,000 Stock Options.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

Legal Proceedings

There are no legal proceedings outstanding, threatened or pending as of the date of this Prospectus by or against the Company or to which it is a party or its business or any of its assets is the subject of, nor to the knowledge of the directors and officers of the Company are any such legal proceedings contemplated which could become material to a purchaser of the Company’s securities.

Regulatory Actions

There have not been any penalties or sanctions imposed against the Company by a court relating to provincial or territorial securities legislation or by a securities regulatory authority, nor have there been any other penalties or sanctions imposed by a court or regulatory body against the Company, and the Company has not entered into any settlement agreements before a court relating to provincial or territorial securities legislation or with a securities regulatory authority.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Other than as set forth elsewhere in this Prospectus, the Company is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director or executive officer, any person or company who owns of record, or is known by the Company to own beneficially, directly or indirectly, more than 10% of the Common Shares of the Company or any associate or affiliate of the foregoing persons or companies in any transaction since its incorporation or in any proposed transaction that has materially affected or is reasonably expected to materially affect the Company.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditor of the Company is DeVisser Gray LLP of Vancouver, British Columbia. DeVisser Gray LLP is independent of the Company within the meaning of the Code of Professional Conduct of Chartered Professional Accountants of British Columbia. DeVisser Gray LLP was first appointed as auditor of the Company on June 2, 2022.

The transfer agent and registrar for the Common Shares is Odyssey Trust Company at its principal office in Vancouver, British Columbia.

MATERIAL CONTRACTS

There are no material contracts entered into by the Company and currently in effect other than as follows:

The Option Agreement dated effective October 6, 2021, as amended on July 14, 2022. See “Business of the Company – Option Agreement”.
The Stock Option Plan dated April 14, 2022 . See “Stock Option Plan” and “Options to Purchase Securities”
The Escrow Agreement dated September 15, 2022. See “Escrowed Securities”.

A copy of the Option Agreement , the Stock Option Plan and the Escrow Agreement will be available under the Company’s profile at www.sedar.com upon the issuance of the final receipt for this Prospectus.

EXPERTS

Names of Experts

The following are persons or companies whose profession or business gives authority to a statement made in this Prospectus as having prepared or certified a part of that document, report, or valuation described in this Prospectus:

DeVisser Gray LLP are the auditors of the Company, who prepared the audit report on the Company’s financial statements included in and forming part of this Prospectus; and
R.A. Doherty, P. Geo., a Qualified Person (as defined in NI 43-101), authored the Technical Report in accordance with the requirements of NI 43-101, the majority of which is reproduced in and forms part of this Prospectus and is available in its full form on the Company’s profile on SEDAR.

Interests of Experts

No person whose profession or business gives authority to a statement made by such person and who is named in this Prospectus has received or will receive a direct or indirect interest in the Company’s property or any associate or affiliate of the Company.

R.A. Doherty, P. Geo., has no direct or indirect interest in the Company or the Property, nor will any such interest materialize before or after Listing, and there are no circumstances that, when reasonably interpreted, could be thought to have interfered with the judgment of Mr. Doherty regarding the preparation of the Technical Report.

DeVisser Gray LLP has confirmed that it is independent of the Company in accordance with the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

As at the date hereof, none of the aforementioned persons beneficially owns, directly or indirectly, securities of the Company or its associates and affiliates. In addition, none of the aforementioned persons nor any director, officer or employee of any of the aforementioned persons, is or is expected to be elected, appointed or employed as, a director, senior officer or employee of the Company or of an associate or affiliate of the Company, or as a promoter of the Company or an associate or affiliate of the Company.

STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Securities legislation in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendments thereto. In several of the provinces,

the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

CONTRACTUAL RIGHT OF RESCISSION

The Company has granted to each holder of a Special Warrant a contractual right of rescission in respect of the prospectus-exempt transaction under which the Special Warrant was initially acquired. The contractual right of rescission provides that if a holder of a Special Warrant who acquires another security of the Company on exercise of the Special Warrant as provided for in this prospectus is, or becomes, entitled under the securities legislation of a jurisdiction to the remedy of rescission because of the prospectus or an amendment hereto containing misrepresentation: (a) the holder is entitled to rescission of both the holder’s exercise of its Special Warrant and the acquisition of the Special Warrant under the private placement transaction under which the Special Warrant was initially acquired; (b) the holder is entitled in connection with the rescission to a full refund of all consideration paid to the Company pursuant to such holder’s acquisition of the Special Warrant; and (c) if the holder is permitted assignee of the interest of the original subscriber of Special Warrants, the holder is entitled to exercise the rights of rescission and refund as if the holder was the original subscriber.

APPENDIX A

PROPERTY DISCLOSURE

The following represents information summarized from the Technical Report on the Property authored by R. A. Doherty, P. Geo. (the “ author ”), a Qualified Person (as defined in NI 43-101), prepared in accordance with the requirements of NI 43-101. All Figures 4-1 through 10.1, inclusive, and Tables 4.2.1 through 20.1 from the Technical Report are reproduced in and form part of this Prospectus; a complete copy of the Technical Report is available for review on SEDAR at the following website: www.sedar.

Property Description and Location

The Property is an elongate, northeast-trending claim group of 150 claims, roughly 9 kilometers long by an average 2.3 kilometers wide, covering an area of approximately 2,600 hectares, with its southern boundary along the slope break of the McQuesten River valley. It is in central Yukon Territory, 38 kilometers north of Mayo, Yukon (see Figure 1 in the Technical Report). The Property consists of 150 un-surveyed continuous claims staked by Shaw Ryan of Dawson City, Yukon, who is the current registered claim owner. The Property is currently operated, under option to the Company. Figure 1 in the Technical Report shows the general location of the Property.

Tenure History

The first claims were staked on July 1926 by A. Chambers. The main Keno style Ag-Pb-Zn veins and structures at Shanghai vein and Ur showing were located and staked or restaked culminating in underground drifting on the Shanghai vein structure (Yukon Minfile 105M028) in the 1960s. The Property area was dormant between 1966 to 2003 and was restaked again in 2004 by Shawn Ryan. The claims are centred at 63.95[o] N Latitude and 135.63[o] W Longitude ( NAD 83 Zone 8 469383 m E 7092003 m N) all on NTS Map sheet 105M13.

The CA 1-8, LS 1-8, SF 1-6, RA 1-8 and SR 1-8 were staked in January 2004 and the Shanghai 1-60 were added on February 23, 2004 and the Shanghai 66-86 in 2007 and Shanghai 87-112 on November 2021.

Mineral Tenure

The Shanghai Project includes 150 Quartz claims covering 2,600 hectares in a contiguous block measuring approximately 9 km long in a northeast direction by 2.3 km average width. Table I shows the expiry dates and grant numbers of the 150 claims of the Property. All claims are valid until January 27, 2027, except the Shanghai 87-102 which have an expiry date of November 19, 2026.

In accordance with the Yukon Quartz Mining Act, yearly extensions to the expiry dates of quartz claims are dependent upon conducting $100 of work per claim or paying the equivalent cash in lieu of work. Work must be filed in the year the work was completed. Excess work can be used to extend expiry dates up to maximum of four years. Assessment costs can be applied to adjoining claims through filing grouping certificates. Filing a statement of work and costs and submission of an assessment report to the Mayo Mining Recorder verifying completion of the work, are also required no later than six months after the anniversary date of the claim. In accordance with the Yukon Quartz Mining Act, yearly extensions to the expiry dates of quartz claims are dependent upon conducting $100 of work per claim or paying the equivalent cash in lieu of work. Work must be filed in the year the work was completed. Excess work can be used to extend expiry dates up to maximum of four years. Assessment costs can be applied to adjoining claims through filing grouping certificates. Filing a statement of work and costs and submission of an

A-1

assessment report to the Mayo Mining Recorder verifying completion of the work, are also required no later than six months after the anniversary date of the claim.

The claims are located within the traditional territory of the Nacho Nyak Dun First nation, which has settled its land claim, and is a self-governing first nation.

The Property claims are Grouped under Grouping Number HM03377 which allows work to be applied across the entire grouping. The Grouping number can be used to search for all claims in the Grouping number at: https://apps.gov.yk.ca/ymcs/f?p=116:1::::::

The claims are located within the traditional territory of the Na-Cho Nyak Dun First nation, which has settled its land claim, and is a self-governing first nation.

Option Agreement

The Company optioned the Property from Shawn Ryan and Wildwood Exploration Inc., under an Agreement signed on October 6, 2021.

To maintain this agreement in good standing the and exercise the Option the Optionee must:

A. Pay to Wildwood an aggregate of $750,000, as follows:

Date	Amount
10 days after execution of the agreement	$50,000
on or before October 6,2022	$100,000
on or before October 6,2023	$100,000
on or before October 6,2024	$100,000
on or before October 6,2025	$150,000
on or before October 6,2026	$250,000

B. Incur expenditures in the aggregate amount of not less than $2,850,000, as follows:

Date	Amount
on or before November 15,2021	$75,000(completed)
on or before November 15,2022	$150,000
on or before November 15,2023	$375,000
on or before November 15,2024	$500,000
on or before November 15,2025	$750,000

A-2

on or before November 15, 2026

$1,000,000

C. Issue and deliver to Ryan an aggregate of 4,000,000 shares as follows:

Date	Number of Shares
within 10 business days after this agreement	500,000
on or before the first anniversaryof the agreement	500,000
on or before the second anniversaryof the agreement	600,000
on or before the third anniversaryof the agreement	650,000
on or before the fourth anniversaryof the agreement	750,000
on or before the fifth anniversaryof the agreement	1,000,000

Permits and Environmental Liabilities

In the Yukon, Mineral Titles and regulation are provided by the Yukon Quartz Mining Act and Land Use Regulations. All exploration work requires either a Class 1 Notice or a Class 3 Mining Land Use permit. The latter permit requires a public review of the proposed exploration activity and is granted often with specific conditions applied to the permit.

All claims except Shanghai 87-112 are covered under a Class 3 Mining Land Use Permit LQ00544 valid through December 11, 2030. The Shanghai 87-112 claims are at the very easternmost part of the Property and have not seen exploration work to date.

LQ00544 allows the establishment of two camps (up to 30 persons), use of vehicles on existing trails, upgrading existing access roads and trails and the construction of helicopter pads.

The Permit also allows Reverse Circulation, Rotary Air Blast and Diamond drilling of up to 100 holes/year each.

Operating conditions that apply to LQ00544 include:

Provide a Pre-Season (March 31) and Post-Season (December 21) report in the form provided to Mining Land Use for that Mining District.
If diamond drilling requires greater than 375 m[3] per day of water the operator must file a Notice of Water Use with the Yukon Water Board.

In advance of ground disturbing activities, the operator must complete:

Operator shall complete a desktop Heritage Resource Overview Assessment (HROA), and may, if elevated heritage potential is identified, be required to complete a Heritage Resource Impact Assessment (HIRA).

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The operator shall submit an Acid Rock Drainage/Metal leaching Management Plan to the Chief, Mining Land Use for review and approval prior to undertaking ground-disturbing activity.
The Operator shall develop and implement an Access Management Plan for the Project, to be approved by the Chief of Mining Lands.

A Heritage Resource Overview Assessment would be contacted to a local individual or company with the appropriate qualifications. Estimated costs are included in the proposed Budget Section

Accessibility, Climate, Local Resources, Infrastructure and Physography

The most immediate and direct access to the Property is via helicopter from Mayo. The area can be accessed by exploration trails, but swampy areas just before the slope break of the river valley prevent accessing the Property by road. Personnel and equipment can be mobilized to within a few kilometers of the claims reducing helicopter costs.

The climate in the Mayo area is typical of the central Yukon. Summers are warm with frequent afternoon showers and thunderstorms. An interior continental climate with precipitation of about 31 cm annually, warm summers and cold winters typifies the area. Permafrost is common, especially on the steeper north and east facing slopes and lower forested areas. Most of the Property is within tree line. Ground cover consists of spruce forest, alder, dwarf willow and birch.

The town of Mayo (population 350) is the closest centre for obtaining groceries, fuel, accommodation and some limited rental and contracted exploration services. There is normally a local helicopter company that maintains a summer helicopter base at Mayo airport and a year-round base at Dawson City. There is a 4- kilowatt power station just north of Mayo and a transmission line was just recently constructed between Mayo and Dawson.

The exploration season in this part of the Yukon normally extends from late May to late September but cool rainy conditions and snowstorms are not uncommon in late August and September. The months of June through September are normally free of snow cover.

History

Introduction

The Property area has seen intermittent exploration activity since the 1920’s. The first claims recorded were staked in July 1926 by A. Chambers. Between then and 1966, the claims area was explored for Keno Hill style polymetallic veins by various companies and included underground drifting on the shanghai vein structure.

After the ground was staked by Shawn Ryan in 2004 the focus shifted to exploring for mineralization related to the Tombstone suite intrusive event, primarily along the trace of the Robert Service thrust fault. Work included grid soil sampling along the trace of the Robert Service fault and some magnetometer and IP/Resistivity survey tests over the Shanghai polymetallic vein occurrence. The history is summarized as polymetallic Ag, Pb, Zn, +/- Au vein exploration 1926-1966 followed by the 2004 to present exploration efforts directed at intrusion related gold mineralization related to tombstone suite felsic intrusion event dated at 90-92 ma.

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History 1926-2003

The Property area has seen intermittent exploration activity since 1926 when the first claim was staked. At that time A. Chambers drove a 24.4 m drift on a polymetallic Ag-Pb-Zn’s. The ground was re-staked by several individuals and companies who continued working on the style polymetallic veins on the west side of the current Property with small prospecting programs primarily in 1948 and 1950.

In 1960-66, the claims were worked by Silver Titan Mines Ltd, financed by Peso Silver Mining Ltd., under the direction of Dr. Aro Aho. This exploration activity resulted in the discovery of the Shanghai vein structure and mineralization at the Ur discovery (Minfile 105M 027) six kilometers east of the Shanghai Vein Structure (Minfile 105M 028).

Work at the Shanghai vein consisted of 670.6 m of drifting, 115.8 m of crosscuts, 48 m of raise development and 14 diamond drill holes (600.5 m) on the Shanghai vein. The best assays reported from more than 305 m of drifted vein are 51.8 m grading 37.0 gm/t Ag, 0.4% Pb, 13.6% Zn and 0.5% Cu over an average width of 2.5 m.

There are no records of work documented from 1966 up to 2004.

History 2004-2021

Shawn Ryan, from Dawson City recognized that the Shanghai Creek area was on the northern limb of the McQuesten Anticline. The southern limb hosts both Keno Hill polymetallic veins and the Tombstone suite intrusive related gold targets at the AurMac properties, which were acquired by Banyan Gold in 2017 for Tombstone suite intrusive related gold targets.

A report by Boyle 1971 showed several very high gold values from stream silt pan concentrates in creeks draining the claims.

In early 2004 Shawn Ryan optioned the Shanghai Claims to Yankee Hat Minerals Ltd., who completed geological mapping and prospecting and soil sampling. A five-person crew spent seven days soil sampling on two flagged GPS grids (100 m by 50 m spacing over 30-line kilometers) located over the west and east ends of the claim block. The grids covered and were targeting the trace of the Robert Service fault. A total of 666 soil samples were collected along the trace of the fault. The author visited the Property in 2004 and completed an assessment report (Doherty, 2005) and wrote an NI43-101 Report for Yankee Hat Minerals Ltd. in 2005 which was not filed as the company relinquished the Option in December 2006.

In 2006, a four-man crew employed by Ryanwood Exploration Inc., collected 105 soil samples on four 1500 m long soil lines in the central and north part of the claims between the two grids located in 2004.

Between 2007 and 2018 the grids were extended, and an additional 1535 soil sample were collected on new soil lines added in the north-central portion of the Property and some infill sampling along the Robert Service Fault trace.

In 2013 further work was completed on the claims, by Ryanwood Exploration Inc., and consisted of an additional soil sample infilling the area between the 2004 soil grids and over the trace of the Robert Service Fault. The work also included geophysical surveys included 45 line-kilometers of ground magnetic survey and seven 415 m long High-Resolution DC Resistivity/IP Survey lines covering a 450 m by 450 m test area over the Shanghai vein. The magnetometer survey (see Figure 6.1 in the Technical Report) (Ryan 2014) shows the results and interpretation of magnetic domains. The locations of the Shanghai vein 2250 and 2480 adits are shown.

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The IP Resistivity survey was completed to define the vertical structure and horizontal extent of mineralized fracture zones indicated in historic soil, trench, and adit exploration. The seven 415 m long survey lines were oriented 145 degrees perpendicular to the 045-degree trace of underlying Shanghai polymetallic vein and the 2250 drift on the vein structure. The survey was hampered by poor connectivity over Lines 02 to 07 but did delineate two quartzite layers 50 and 100 meters wide with four chargeability anomalies within or along the contact of the quartzite.

An additional 792 soil samples were collected in 2021 for the Company, by a crew from GroundTruth Exploration Ltd. Since 2004 there have been a total of 3098 soil samples collected on the Property.

Geological Setting

Regional Geology

The Property is in the western part of the Selwyn basin, in the Stewart plateau physiographic region. The Property is located on the northern portion of map area 105 M/13. Rocks underlying this region are part of the more extensive north American shelf platform sediments of Selwyn basin. (see Figure 7.1 in the Technical Report).

Stratigraphy in the area consists of Mississippian Keno Hill quartzites, with foliated concordant podiform to lenticular bodies of fine to medium grained green amphibolite-chlorite-plagioclase meta diorite or metagabbro. The Keno Hill quartzites form the core of the McQuesten anticline which is structurally overlain by older upper Proterozoic Yusezyu Formation foliated and lineated muscovite chlorite phyllite, quartzofeldspathic and micaceous psammite, gritty psammite and rare calc-silicate rock and marble. The upper Proterozoic sedimentary package is on the upper plate of the Robert Service thrust which is exposed on the Property. Cretaceous tombstone suite intrusions are localized along the trace of the Robert Service thrust fault as small discreet stocks.

The polymetallic silver veins of the Keno Hill deposits are localized within the Keno Hill quartzite on the southern limb of the McQuesten anticline. The Property hosts similar polymetallic veins on the western portion of the claims.

The Airstrip and Aurmac deposits are located on the south limb of the McQuesten Anticlinorium 7 km south of the Shanghai vein. Since 2017 the Airstrip and Aurmac deposits have seen extensive exploration and drilling for Tombstone suite intrusion related gold mineralization.

Property Geology

The geology of the Property comprises Mississippian Keno Hill quartzites and Triassic meta-diorite and meta-gabbro overlain by Upper Proterozoic Hyland Group Yusezyu Formation phyllite and rare calc silicate rocks. The base of the slope on the north side of the South McQuesten river is a prominent regional thrust fault known as the Robert Service Thrust. The Yusezyu Formation is intruded by a minimum of seven small Cretaceous Tombstone Suite granitic plugs, mostly located within 100-200 meters of the trace of the Robert Service thrust fault.

These intrusive plugs are an exploration target on the Property as well as the polymetallic Keno Style veins. The southern limb of the McQuesten Anticline hosts the AurMac property with inferred gold resource in two zones on the Banyan Gold claims. It is a reasonable assumption that gold mineralization may be found associated with the Tombstone Suite intrusions on the north limb of the anticline.

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Outcrop on the Property is sparse and most surface geology is based on work completed by Silver Titan Mines Ltd in the 1960’s. Figure 7.2 - Property Geology in the Technical Report shows the underlying geology with structures and lineaments derived from historical maps and LiDAR survey data.

Mineralization

There are two distinct styles of mineralization on the Property. The Shanghai showing is a Keno Hill style polymetallic Ag-Pb-Zn ± Au vein mineralization. The area along the Robert Service Thrust is the locus of several small Tombstone Suite intrusions which are an excellent target for intrusive hosted or disseminated gold mineralization.

The Shanghai veins (Yukon Minfile 115M-028) were worked by drilling and underground drifting in 192728, 1954-58, and 1964-65. The best assays reported from the underground drifting were 51.8 m grading 37.0 gm/t Ag, 0.4% Pb, 13.6% Zn and 0.5% Cu over an average width of 2.5 m An assessment report # 092064 reported the following: “On the Shanghai claims bulldozer trenching in quartzites has just revealed completely oxidized vein material up to several inches wide from which a grab sample assayed 790.5 oz/ton of silver, 1.1 ounces per ton of gold and 10.4% copper”.

The primary target on the Property since 2004 has been for Tombstone Suite related mineralization. With the more recent discoveries by Banyan Gold at their AurMac property because it is the northern exposure of the same thrust that hosts both the Aurex and McQuesten properties (Strata Gold and Spectrum Gold respectively).

Deposit Types

The Shanghai Property hosts Keno style polymetallic vein structure explored since the 1920’s and including 1960s underground drifting and crosscuts on two levels on the Shanghai vein. On the Ur occurrence 7 km east of the Shanghai vein additional surface exposures of galena-silver veins were mapped and sampled.

Since 2004 the exploration efforts have focused on gold mineralization associated with the 90-94 Ma Tombstone intrusive suite. The historical work on the polymetallic Ag-Pb-Zn veins on the property are still a valid exploration target. Both Keno style Ag-Pb-Zn veins and Tombstone Suite intrusion related gold mineralization are the deposit types being explored for on the Shanghai property.

The reader is cautioned that the data on the Shanghai vein is considered as historical and pre NI43-101 disclosure requirements. There is no mineral resource on the property and the historical underground working have not been investigated as part of this report.

Tombstone Suite intrusive related gold mineralization is associated with felsic stocks of the 90-94 Ma Tombstone suite. Mineralization has been found nearby at Dublin Gulch, Scheelite Dome, Clear Creek, Red Mountain; and more recently a distal variant of the deposit model on the AurMac project 7 km south of the Shanghai property, Pilotto et al., (2022).

The area has seen considerable exploration activity for intrusive related gold mineralization since 1990. Mineralization consists of intrusion hosted, contact hornfels mineralization and more distal mineralization related to fluid flows along structures and gold deposition in reactive sedimentary or metasedimentary horizons. The McQuesten mineral belt has historically and currently active placer camps.

In the late 1990’s the term Tintina Gold Belt became commonly used to describe that area extending for over 2000 km across central Alaska and the Yukon and containing 91 +/- 1 Ma felsic intrusions that often host low grade bulk tonnage and high-grade gold deposits both within the intrusions and surrounding country rock (See Goldfarb et. al., 2000). Gold deposits of the province have certain similar characteristics, such as spatial

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and temporal association with mid-Cretaceous magmatism, Bi-W-Te signature in granitoid stock-hosted mineralization, As-Sb signature in sedimentary-rock-hosted and dike-hosted mineralization (Goldfarb and others, 2000).

Tintina Gold Province contains over half of the current gold resources of Alaska and the Yukon. Significant gold resources in the Yukon include Victoria Gold’s Eagle and Olive Zones with proven and probable Reserve of 155 million tonnes at 0.65 gm/t Au (3.26 million ounces gold), Godwin et al 2019; Florin Gold Project (Red Mountain) with an inferred resources of 1.709 million tonnes of 0.45 gm/t Au tonnes ounces gold), Simpson, (2021): Brewery Creek indicated Mineral Resource of 22.2 million tonnes at 1.11 g/t Au (0.789 million ounces), Hulse et al, (2020); and Banyon Gold’s AurMac Property (Airstrip + Powerline +Aurex Hill deposits) with a pit constrained Inferred Mineral Resource of 207.0 million tonnes at 0.60 gm/t Au (3.99 M oz with gold cut-off grade at 0.20 for Airstrip and Powerline and 0.30 for Aurex Hill, Pilotto et al., (2022).

Exploration

During 2021, the Company, conducted infill soil sampling along the trace of the Robert Service fault and completed a LiDAR Survey over the claims with some minor overlap outside of the claim perimeter.

LiDAR Survey

A Lidar Survey was completed by LiDAR Services International of Calgary over the Shanghai Property on September 1, 2019.

The LiDAR and imagery data were collected in one flight mission on September 1, 2019, based out of the Mayo Airport. The project consisted of 6 pre-planned flight lines flown at an average height of 850 m above ground level and a forward speed of 215 km/h. The Riegl LMS Q780 laser pulsed at a rate of 400 kHz and the laser scanned at a rate of 134 Hz, resulting in an average point spacing of 0.45 m or 5.0 points per square meter. The Canon EOS-5D MKIII digital camera took a photo every 3.8 seconds resulting in 60% forward overlap between consecutive photos.

Figure 9.1 of the Technical Report shows the east-west flight lines for the LiDAR survey. The survey covered an area of 57 square kilometers over the Shanghai property.

The LiDAR survey data was processed with the following deliverables:

Horizontal Datum: NAD83(CSRS) in meters
Vertical Datum: CGVD2013 orthometric heights in meters
Mapping Projection: UTM Zone 8N (central meridian -135 degrees longitude)
LiDAR LAS v1.2 point clouds classified to Ground, DTM Key Point, Low Vegetation (up to 1 m above ground) and High Vegetation (greater than 1 m above ground)
Bare Earth and Full Feature grid points at 1 meter spacing in ASCII XYZ format
Greyscale hillshades of Bare Earth and Full Feature surfaces at 1m pixel resolution in GeoTIFF format
Ortho-mosaic color digital imagery with 20 cm pixel resolution in compressed ECW and GeoTIFF formats

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Index map in DWG and DGN formats

It is recommended that a detailed lineament analyses be completed to assist in mapping and drill targeting prior to any drilling.

Soil Sampling

The results of the 2021 soil sampling program are shown on the compilation map (see Figure 10.1 in the Technical Report) outlined several areas anomalous in gold, arsenic and antimony localized along the fault trace or proximal to the small intrusive plugs.

Table 9.1 soil data correlation coefficients shows a strong correlation between Au:As (0.68), Au:Bi (0.39) and As:Bi (0.54). Antimony (Sb) correlates with Ag (0.79), Pb (0.61) and Zn (0.66).

TABLE 9.1: Soil Data - Selected element correlation coefficients

SHANGHAI SOILS 2004- 2021			n = 3099
	Au	As	Bi	Sb	Ag	Pb	Zn	Cu	Mo
Au	1
As	0.680421	1
Bi	0.389188	0.549751	1
Sb	0.189626	0.227343	0.248488	1
Ag	0.20613	0.200611	0.124131	0.79753	1
Pb	0.119695	0.112169	0.129519	0.612669	0.348625	1
Zn	0.173234	0.173552	0.157945	0.666498	0.134733	0.32779	1
Cu	0.011121	0.023551	0.157426	0.287016	0.204635	0.261718	0.301758	1
Mo	0.005271	0.081283	0.19298	0.125314	0.081283	0.054406	0.098104	0.399271	1

Anomalous values (strong, moderate, weak) are listed below in Table 3 for Au, Ag, As, Sb, Bi, Pb and Zn.

The soil geochemical data from 2022 combined with prior soil sampling efforts now comprises a database of 3099 samples. Correlation coefficients show two clusters of elemental associations: Au correlates with As and Bi; and Pb correlates with Ag and Zn.

Table 9.2: Anomalous Ranges for Selected Elements

ANOMALY RANK	> %tile	Au (ppb)	Ag (ppm)	As (ppm)	Sb (ppm)	Bi (PPM)	Pb (ppm)	Zn (ppm)

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StronglyAnomalous	>98%tile	114.9	1.61	282.6	5.4	0.6	70.6	273.7
Moderately Anomalous	>96%tile	46.9	1.1	150.2	4.1	0.5	44.9	172..1
WeaklyAnomalous	>90%tile	20.8	0.6	83.9	2.7	0.4	31.3	116

Figure 9.1 of the Technical Report provides a compilation of the 3099 soils data collected from 2004 to 2021, plotted on a Lidar base.

Five clusters of anomalies (>98[th] percentile) for Ag_Au versus As, Bi, Sb, and Pb are noted in the data set and two anomaly clusters are primarily Au, with As, Bi and Sb in the center of the Property with three that show a stronger Ag-Pb-Zn signature in soils.

Zonal Maps of Soil data for Ag_Au versus As, Bi, Sb, Pb

Figures 9.2.1 to 9.2.4 of the Technical Report show plots of the elements Arsenic (As), Bismuth (Bi), Lead (Pb), and Antimony (Sb) at >98th percentile plotted against clusters of anomalous Silver-Gold (Ag-Au) for values above the 98th percentile.

The Anomalous zones (>98%tile) are labelled on each map as follows:

High Silver – Moderate to High Gold: Ag, Au, Pb, Sb, Zn are all quite abundant here, exception is Bismuth. This zone can also be considered an area of large structure dilation.
Area of dilation – High Silver – High Gold: Strong Ag, Zn, Pb, Au presence in this zone. Slightly less Sb, Bi and As presence but these 3 elements are more associated to gold highs than Zn and Pb.
Mainly Au – Strong associations with As, Bi, Sb: The heading says it all, Au and these three elements are predominant in this zone.
Low Silver – Moderate Gold: High concentrations of zinc are not present, less Pb than other zones. Ag seems to be constrained to one area of this zone. Sb, Bi and As highs are amongst Au highs.
Gold Area – Association Sb, Bi, As: Predominantly Au, Sb, Bi and As with some Pb anomalies. Lower Ag.

There is a Zonal map for the elements As, Bi, Pb, and Sb showing the locations of concentrations of each element (>98%tile) values in relation to Ag and Au values (>985tile) for each of As, Bi, Pb and Sb maps.

Colours on the maps are shown on the legend for each maps follows: Au is yellow, Ag is blue, the other element (either As, Bi, Pb, or Sb) is red for each respective map.

If a single soil sample has two elements in the > 98th percentile range, then the colours combine (i.e. Au (yellow) and As (red) = orange).

If all 3 elements are above 98th percentile the symbol will be white. This is only seen on the two western zones.

The plots indicate that the two anomalous zones in the central part of the property appear to reflect the Tombstone suite mineral deposit model (Au, As, Bi, Sb) whereas the two southwestern and the far eastern

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anomalous cluster appear to reflect the Polymetallic Ag-Pb-Zn mineral deposit model of the Keno Silver District.

Drilling

There has not been any recent drilling on the Property (2004-2021). Drilling and underground development on The Shanghai polymetallic veins on the west side of the Property are reviewed in Section 8 History.

Sampling Method and Approach

Samples collected on the Shanghai Claims during the 2021 exploration program were all soil samples. Where soil development allowed, most samples were collected from B-Horizon soil. Soil samples were collected on a GPS grid at 50 m spacing on 100 m spaced lines. Soil samples were collected using soil augers from depths of 30-60 cm. Samples were placed in kraft soil bags, numbered, and placed in rice bags for transport to Dawson dried and shipped to the Bureau Veritas prep lab in Whitehorse. Soil data statistics from individual season data do not vary significantly when comparing data from specific years versus data for the entire soil dataset.

Sample Preparation, Analysis and Security

Soil samples collected in 2021 were prepared for analyses by Bureau Veritas Laboratories Prep lab in Whitehorse and analyses of prepared samples was completed in Vancouver, B.C. All assay certificates received were approved and signed by a certified B.C. assayer. Prior to dispatch from the Property, all samples were placed in rice bags by soil sampling crews and secured with tamper resistant ties. The samples were then consigned to Klondike Transport Ltd. and shipped to Bureau Veritas Analytical Laboratories Ltd in Vancouver.

Preparation and Analytical Techniques

Soils are dried at 60[o] C, and a 100-gm sample is screened to -80 mesh. A 15-gm sample is digested in Aqua Regia (1:1:1 HNO3: HCL: H2O) then analyzed by ICP-ES/MS for Au plus 36 elements Bureau-Veritas Method AQ201.

Quality Control

Quality control procedures on soil analytical data consisted of standardized soil sampling techniques. Bureau Veritas ran internal check analyses on soil samples submitted by running one standard and one rerun for every 30 samples submitted. It is recommended that in future soil sampling programs a blind field duplicate should be collected at every 25[th] sample site.

The exploration program in 2021 was conducted by GroundTruth Exploration Ltd, on behalf of the Company by a supervised a crew of five soil samplers.

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Authors Opinion on Adequacy

The author’s review of all the geochemical data and details of sample collection, sample preparation, sample security and analytical procedures indicates that the sampling preparation, analysis, and security were generally performed in accordance with exploration best practices at the time of collection.

Data Verification

Site Visit Verification

The author completed a property visit on May 5, 2022 and collected three samples from the Shanghai Adit dump. Due to snow conditions at site the author was only able to visit the Shanghai adit dump.

Sample D870001-D870003 were submitted to Bureau Veritas and analyzed using AQ252 method using 1:1:1 Aqua Regia digestion and Ultratrace ICP-MS analyses of a 30-gm pulp.

Sample D870001 was a tan colored rusty phyllite; D870002 was a phyllite with over 60% quartz calcite veining with cubic pyrite (< 1%); and D870003 was a mafic dyke rock. The analytical results from Certificate WHI22000179 for selected elements are listed below.

Table 12.1 – Independent Sample Results – Certificate WHI22000179

		WGHT	AQ252	AQ252	AQ252	AQ252	AQ252	AQ252	AQ252	AQ252	AQ252	AQ252	AQ252
		Wgt	Cu	Pb	Zn	Ag	Fe	As	Au	Cd	Sb	Bi	Ca
Sample	Type	KG	PPM	PPM	PPM	PPB	%	PPM	PPB	PPM	PPM	PPM	%
D870001	Rock	0.53	29.57	16.91	3049.8	681	2.20	29.3	<0.2	26.87	0.26	0.07	1.70
D870002	Rock	1.06	28.83	61.28	489.0	2237	4.77	658.0	740.6	5.47	0.88	0.03	5.37
D870003	Rock	1.10	1.33	40.75	14.0	787	0.33	11.5	5.1	0.19	0.55	<0.02	0.04

Data Verification

The author has reviewed all previous reports on the Property. The previous work on the Property 19261966 was completed prior to NI 43-101. There was no QA/QC of sampling methodology discussed in any geological report that the author reviewed. All soil geochemical data was reviewed and there were no issues identified.

The author has no reason to believe that the data as presented is not an accurate representation of facts at this early stage of exploration on the Property.

Conclusions

It is the authors opinion that the data presented is valid and of sufficient quality and reliability to support the recommended exploration program.

Adjacent Properties

There are no adjacent properties with data or results that are applicable to the Property.

Other Relevant Data and Information

There is, to the author’s knowledge no additional data or information, of either a positive or negative aspect, that would change the data as presented or the contained recommended work program.

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Interpretation and Conclusions

The soil sampling programs completed from 2004 to 2021 has produced results that show strongly anomalous gold values (>98%tile); along the 8 km length of the Robert Service thrust fault on the southern side of the claims. The gold in soil anomalies is accompanied by strong to moderately anomalous arsenic. Most anomalous samples are close to the traces of the Robert Service thrust fault and to small plugs of Tombstone suite intrusions.

The data indicates that the original concept of gold mineralization associated with the fault trace and intrusive plugs is valid.

Follow-up work should consist of additional soil sampling and trenching on the anomalous zones along the trace of the Robert Service Thrust fault and proximal to exposures of porphyritic granites near the fault trace but also north of the fault trace where several strongly anomalous gold in soils are reported.

Polymetallic vein fault structures at the Shanghai vein structure and on the Ur mineralized showing are evidence of a second deposit type on the claims but all data is from 1950-1966 and is considered as historical data that has not been vetted during the current exploration work conducted between 2004 and 2022.

The soil geochemical data from 2022 combined with prior soil sampling data now comprises a database of 3090 samples. Correlation coefficients show two clusters of elemental associations: Au correlates with As and Bi; and Pb correlates with Ag and Zn.

Five clusters of anomalies (>98[th] percentile) for Ag_Au versus As, Bi, Sb, and Pb are noted in the data set and two of the clusters are primarily Au, with As, Bi and Sb. Also, of note it is only on the two western anomalies that both Au and Ag and the element plotted are all anomalous at the 98%tile. The two anomalies in the center of the Property appear to reflect possible intrusion related mineralization by the Au, As, Bi geochemical signature and the absence of Ag, Pb Zn.

Recommendations

Follow-up work should consist of additional soil sampling to infill on the higher ground between the long southern grid and the smaller northern grid area. and trenching on the anomalous zones on the main southern grid. Infill soil sampling between the east-west southern grid and small northern grid should be completed. Ground magnetometer survey should be completed over the remainder of the southern grid and extended to the north grid areas.

Surface outcrop and felsenmeer mapping should be completed over as much of the anomalous areas as possible. The mapping should also include rock sampling, when possible, to better define mineralization and associated rock types on the grids and specifically to obtain analytical data on any mineralized associated with the soil anomalies.

A $150,000 exploration program is recommended and warranted on the Property. The program would include:

extension of the existing grids, primarily on the central easter side of the Property above 940 m elevation to avoid low swampy areas in the center of the Property.
Additional ground magnetometer surveys over the trace of the Robert Service fault.

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Outcrop mapping, and prospecting and rock sampling where possible to better understand the structural and lithological controls on mineralization both the Ag-Pb-Zn polymetallic veins and possible Tombstone suite intrusion related gold mineralization.
LiDAR Lineament analysis could assist in mapping and drill targeting.
The better-defined anomalies should be followed up with short fences of 2-3 RAB drill holes to further evaluate the soil anomalies and to obtain samples of rock lithologies and possible mineralization producing the soil anomalies.

A proposed exploration budget is presented below:

Table 26.1 Proposed Exploration Budget

Management & Supervision Geological Mapping and Prospecting Rock sample Analyses (60 samples) Soil Sample Analyses (600 samples) Grid Soil Sampling (600 samples) Magnetometer Survey/LiDAR Analyses Helicopter Support (40 hours) Camp and Supplies RAB drilling Fuel Environment and Permitting Reports and Assessment Fees Contingency @ ~ 15% Total Proposed Budget	$2,000.00 $5,000.00 $2,400.00 $18,000.00 $10,000.00 $12,000.00 $40,000.00 $6,000.00 $25,000.00 $3,000.00 $3,000.00 $4,000.00 $19,600.00
	$150,000.00

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APPENDIX B

FINANCIAL STATEMENTS AND MD&A

Description	Page
Interim Financial Statements of the Company for the three month period ended June 30,	B-2
2022
MD&A of the Company for the three month period ended June 30, 2022	B-14
Audited financial statements of the Company for the years ended March 31, 2022, 2021 and	B-20
2020
MD&A of the Company for the years ended March 31, 2022 and 2021	B-36

B-1

Targa Exploration Corp. (formerly RCM Minerals Ltd.)

Condensed Interim Consolidated Financial Statements

For the three months ended June 30, 2022, and 2021

(Unaudited - Expressed in Canadian dollars)

B-2

TARGA EXPLORATION CORP. (formerly RCM Minerals Ltd.) Condensed Interim Consolidated Statements of Financial Position

As at June 30, 2022 and March 31, 2022

(Unaudited - Expressed in Canadian dollars)

	Note	June 30, 2022	March 31, 2022
		$	$
Assets
Current
Cash		1,215,692	1,240,496
Goods and services tax recoverable		1,301	-
Total assets		1,216,993	1,240,496
Liabilities
Current
Accounts payable and accruedliabilities	8	5,252	12,657
Total liabilities		5,252	12,657
Shareholders’ equity
Share capital	6b	804,413	804,413
Subscription receivable	6d	-	(5,000)
Reserves		711,800	665,000
Deficit		(304,472)	(236,574)
Total shareholders’ equity		1,211,741	1,227,839
Total liabilities and shareholders’ equity		1,216,993	1,240,496

Nature of operations and going concern (Note 1)

These financial statements are approved and authorized for issuance on behalf the Board of Directors on September 15, 2022.

“Karlene Collier”

Karlene Collier , Director

“Jon Ward”

Jon Ward , Chief Executive Officer

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

B-3

TARGA EXPLORATION CORP. (formerly RCM Minerals Ltd.) Condensed Interim Consolidated Statements of Loss and Comprehensive Loss For the three months ended June 30, 2022 and 2021

(Unaudited - Expressed in Canadian dollars, except number of shares)

		Three months	ended June 30,
	Note	2022	2021
		$	$
Operating expenses
Exploration and evaluation expenditures	5	6,822	-
General and administrative		101	46
Management and consulting fees	8	14,175	2,000
Share-based compensation	6e, 8	46,800	-
Net loss and comprehensive loss		67,898	2,046
Loss per share
Basic and diluted		(0.00)	(0.00)
Weighted average number of shares outstanding
Basic and diluted		33,188,250	14,464,286

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

B-4

TARGA EXPLORATION CORP. (formerly RCM Minerals Ltd.) Condensed Interim Consolidated Statements of Cash Flows

For the three months ended June 30, 2022 and 2021

(Unaudited - Expressed in Canadian dollars)

	2022	2021
	$	$
Operating activities
Net loss	(67,898)	(2,046)
Item not affecting cash:
Share-based compensation	46,800	-
Changes to non-cash working capital items:
Goods and services tax recoverable	(1,301)	-
Accounts payable and accruedliabilities	(7,405)	2,000
Net cash used in operating activities	(29,804)	(46)
Financing activities
Subscriptions received	5,000	-
Issuance of units on private placements, net of issuance cost	-	222,500
Net cash provided by financing activities	5,000	222,500
Net change in cash	(24,804)	222,454
Cash, beginning of the period	1,240,496	-
Cash, end of theperiod	1,215,692	222,454

During the three months ended June 30, 2022 and 2021, no cash payments were made for income tax or interest.

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

B-5

TARGA EXPLORATION CORP. (formerly RCM Minerals Ltd.) Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity

For the three months ended June 30, 2022 and 2021

(Unaudited - Expressed in Canadian dollars, except number of shares)

							Total
	Number of	Special		Subscription			shareholders'
	shares	warrants	Share capital	receivable	Reserves	Deficit	equity
	#	#	$	$	$	$	$
Balance, March 31, 2021	12,875,000	-	122,500	-	-	(120)	122,380
Units issued on private placement	11,125,000	-	222,500	-	-	-	222,500
Net loss and comprehensive loss	-	-	-	-	-	(2,046)	(2,046)
Balance, June 30, 2021	24,000,000	-	345,000	-	-	(2,166)	342,834
Units issued on private placement	7,500,000	-	375,000	-	-	-	375,000
Special warrants issued on private placement	-	6,650,000	-	(5,000)	665,000	-	660,000
Shares issued to purchase mineral property	500,000	-	25,000	-	-	-	25,000
Shares issued to Bellatrix on amalgamation	1,188,250	-	59,413	-	-	-	59,413
Net loss and comprehensiveloss	-	-	-	-	-	(234,408)	(234,408)
Balance, March 31, 2022	33,188,250	6,650,000	804,413	(5,000)	665,000	(236,574)	1,227,839
Subscription receivable received	-	-	-	5,000	-	-	5,000
Share-based compensation	-	-	-	-	46,800	-	46,800
Net loss and comprehensive loss	-	-	-	-	-	(67,898)	(67,898)
Balance, June 30, 2022	33,188,250	6,650,000	804,413	-	711,800	(304,472)	1,211,741

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

B-6

TARGA EXPLORATION CORP. (formerly RCM Minerals Ltd.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended June 30, 2022 and 2021 (Unaudited - Expressed in Canadian dollars, except where noted)

1. NATURE OF OPERATIONS AND GOING CONCERN

Targa Exploration Corp. (formerly RCM Minerals Ltd.) (the "Company", “Targa”) was incorporated under the Business Corporations Act in British Columbia on September 26, 2017 and changed its name from RCM Minerals Ltd. to Targa Exploration Corp. on July 20, 2021. The head office, principal address, registered address, and records office of the Company is located at #700-1090 West Georgia Street, Vancouver, BC V6E 3V7.

The business of mining and exploration involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of exploration and evaluation expenditures is dependent upon several factors. These include the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development of these properties, and future profitable production or proceeds from disposition of mineral properties.

The condensed interim consolidated financial statements for the three months ended June 30, 2022 and 2021 (the “financial statements”) have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due. As at June 30, 2022, the Company has not generated any revenues from operations and has an accumulated deficit of $304,472 (March 31, 2022 - $236,574). The Company’s ability to continue as a going concern is dependent on the Company’s ability to obtain additional debt or equity financing to successfully advance the exploration and development of mineral property interests in its exploration portfolio, and to be able to derive material proceeds from the sale or divestiture of those properties and/or other assets. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

As of the date of these financial statements, COVID-19 has had no impact on the Company’s ability to access and explore its current property but may impact the Company’s ability to raise funding or explore its property should travel restrictions related to COVID-19 be extended or expanded in scope.

2. BASIS OF PRESENTATION

The following is a summary of significant accounting policies used in the preparation of these financial statements.

a) Statement of compliance

These financial statements have been prepared using accounting policies in compliance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”) applicable to the preparation of interim financial statements, including International Accounting Standard 34 Interim Financial Reporting.

These financial statements were prepared using accounting policies consistent with those in the audited financial statements for the years ended March 31, 2022, 2021 and 2020.

The financial statements were authorized for issue in accordance with a resolution from the Board of Directors on September 15, 2022.

b) Basis of presentation

These financial statements have been prepared on the historical cost basis, except for certain financial instruments which are measured at fair value. In addition, the financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

c) Basis of consolidation

These financial statements include the accounts of the Company and its wholly owned subsidiary, 1326091 B.C. Ltd. All intercompany transactions and balances are eliminated on consolidation. Control exists where the parent entity has power over the investee and is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. A subsidiary is included in the financial statements from the date control commences until the date control ceases.

B-7

2. BASIS OF PRESENTATION (continued)

d) Functional and presentation currency

These financial statements have been prepared in Canadian dollars, which is the Company’s functional and presentation currency, except as otherwise noted.

3. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenues and expenses.

The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, which form the basis of making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and further periods if the revision affects both current and future periods.

Significant assumptions about the future and other sources of estimation uncertainty that management has made 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, but are not limited to, the following:

a) Fair value of shares issued for mineral property and services

b) Going concern

The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating and mineral property expenditures and meet its liabilities for the ensuing year as they fall due involves judgment based on historical experience and other factors including the expectation of future events that are believed to be reasonable under the circumstances. Management takes into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions exist that may cast significant doubt upon the Company’s ability to continue as a going concern.

4. AMALGAMATION

Amalgamation with Bellatrix Capital Corp.

The Company entered into an amalgamation agreement dated September 3, 2021 (the “Amalgamation Agreement”) with Bellatrix Capital Corp. (“Bellatrix”), and 1322768 B.C. Ltd., a wholly owned subsidiary of the Company (“1322768”). Pursuant to the Amalgamation Agreement, Bellatrix, and 1322768 amalgamated (the “Amalgamation”) to form 1326091 B.C. Ltd. (“Amalco”).

The Company issued the following consideration with the following effect:

One Company share in exchange for the 188,250 Class B common shares of Bellatrix issued and outstanding at the time of the Amalgamation; and
Eighty Company shares in exchange for the 12,500 Class A common shares of Bellatrix issued and outstanding at the time of the Amalgamation.

B-8

4. AMALGAMATION (continued)

The 1,188,250 common shares that were issued to the shareholders of Bellatrix by the Company pursuant to the Amalgamation were valued at $59,413, or $0.05 per share. The Amalgamation has been accounted for as an asset acquisition in accordance with the guidance provided in IFRS 2 Share-based payment since it did not constitute a business combination under IFRS 3 Business combination as the significant inputs, processes, and outputs, that together constitute a business, did not exist in Bellatrix at the time of the transaction . Since 1326091 B.C. Ltd. had no assets or liabilities, the total amount of $59,413 was allocated as transaction expense on the consolidated statement of loss and comprehensive loss.

Pursuant to the Amalgamation, the one common share of 1322768 was cancelled and replaced by one common of Amalco. The Amalgamation took effect September 28, 2021.

The financial statements include the financial statements of the Company and its one subsidiary, 1326091 B.C. Ltd. All significant intercompany transactions are eliminated on consolidation. An amount of $59,413 was recognized as transaction expense during the year ended March 31, 2022.

5. EXPLORATION AND EVALUATION EXPENDITURES

Shanghai Property

The Company entered into the option agreement (the “Agreement”) dated October 6, 2021 with Shawn Ryan and Wildwood Exploration Inc. (“Wildwood”), who were the owners of 70% and 30%, respectively, of the mineral claims situated in the Mayo Mining District, Yukon Territory, which are generally known and described as the Shanghai Property (the “Shanghai Property”). Pursuant to the Agreement, the Company was granted an option to acquire a 100% right, title, and interest in those mineral claims.

In accordance with the Agreement, the Company has the option to acquire a 100% undivided interest in the Shanghai Property. In exchange for transferring the consideration and making the investments below.

a) Pay to Wildwood an aggregate of $750,000, as follows:
$50,000 within ten business days after execution of the Agreement (paid)
$100,000 on or before October 6, 2022
$100,000 on or before October 6, 2023
$100,000 on or before October 6, 2024
$150,000 on or before October 6, 2025
$250,000 on or before October 6, 2026
b) Issue and deliver to Shawn Ryan an aggregate of 4,000,000 common shares, as follows:
500,000 common shares within ten business days after October 6, 2021 (issued on September 28, 2021 (Note 6b)) an additional 500,000 common shares on or before October 6, 2022
an additional 600,000 common shares on or before October 6, 2023 an additional 650,000 common shares on or before October 6, 2024
an additional 750,000 common shares on or before October 6, 2025
an additional 1,000,000 common shares on or before October 6, 2026
c) Incur expenditures in the aggregate amount of not less than $2,850,000, as follows:
$75,000, on or before November 15, 2021, during the year ended March 31, 2022
in the additional amount of $150,000 on or before November 15, 2022
in the additional amount of $375,000 on or before November 15, 2023
in the additional amount of $500,000 on or before November 15, 2024
in the additional amount of $750,000 on or before November 15, 2025
in the additional amount of $1,000,000 on or before November 15, 2026

B-9

5. EXPLORATION AND EVALUATION EXPENDITURES (continued)

Under the Agreement, the Company is required to pay Shawn Ryan and Wildwood in accordance with their respective interests, a Net Smelter Returns royalty (“NSR”) equal to 2.5% of Net Smelter Returns. The Company may reduce the NSR by 1.0% for a payment of $2,000,000.

As at June 30, 2022, the Company’s exploration and evaluation expenditures for the Shanghai Property for the three months ended June 30, 2022 had incurred $6,822 in field work (2021 - $nil).

6. SHARE CAPITAL

a) Authorized share capital

Unlimited number of common shares without par value.

b) Issued and outstanding

During the three months ended June 30, 2022, the Company did not have any share capital transactions.

During the year ended March 31, 2022, the following issuances occurred:

On June 18, 2021, the Company completed a non-brokered private placement for gross proceeds of $222,500 from the issuance of 11,125,000 units at a price of $0.02 per unit. The Company issued 11,125,000 units, each unit consists of one common shares of the Company and one warrant exercisable into one common share of the Company at a price of $0.10 per share for a period of four years. The gross proceeds were all allocated to share capital.

On September 28, 2021, the Company completed a non-brokered private placement for gross proceeds of $375,000 from the issuance of 7,500,000 units at a price of $0.05 per unit. The Company issued 7,500,000 units, each unit consists of one common shares of the Company and one warrant exercisable into one common share of the Company at a price of $0.10 per share for a period of five years. The gross proceeds were all allocated to share capital.

On September 28, 2021, the Company issued 500,000 common shares at $0.05 per share for the total value of $25,000 as a partial payment to acquire the Shanghai Property (Note 5).

On September 28, 2021, the Company issued 1,188,250 common shares at $0.05 per share to the shareholders of Bellatrix in connection with the Amalgamation (Note 4). The share price of the common shares was determined with reference to the common shares issued in private placement on the same date.

c) Warrants

During the three months ended June 30, 2022, the Company did not issue any warrants.

The following summarizes the Company’s warrant transactions:

		Weighted
	Number of	average
	warrants	exercise price
	#	$
Balance, March 31, 2021	3,875,000	0.10
Issued	18,625,000	0.10
Balance, March 31, 2022 and June 30, 2022	22,500,000	0.10

B-10

TARGA EXPLORATION CORP. (formerly RCM Minerals Ltd.) Notes to the Condensed Interim Consolidated Financial Statements For the three months ended June 30, 2022 and 2021 (Unaudited - Expressed in Canadian dollars, except where noted)

6. SHARE CAPITAL (continued)

	Weighted		Weighted
	average	Number of	average life
Date of expiry	exercise price	warrants	remaining
	$	#	years
December 15, 2025	0.10	3,875,000	3.46
June 18, 2026	0.10	11,125,000	3.97
September 28,2026	0.10	7,500,000	4.25
	0.10	22,500,000	3.98

d) Special warrants

During the three months ended June 30, 2022, the Company did not issue any Special Warrants.

On February 14, 2022, the Company completed a non-brokered private placement for gross proceeds of $665,000 from the issuance of 6,650,000 special warrants (“Special Warrants”) at $0.10 per warrant, of which $5,000 was outstanding for collection as at March 31, 2022 and subsequently received during the three months ended June 30, 2022. The balance for the Special Warrants was $665,000 recorded to reserve. Each Special Warrant will entitle the holder, on exercise, without additional consideration, to receive one common share and one warrant; each warrant entitles the holder to purchase one share at a price of $0.20 for 5 years.

	Number of
	Special warrants
	#
Balance, March 31, 2021	-
Issued	6,650,000
Balance, March 31, 2022 and June 30, 2022	6,650,000

e) Stock options

The Company has a Stock Option Plan (the “Plan”) under which directors, employees and consultants are eligible to receive stock option grants. Under the Plan, granted options are exercisable over periods up to 10 years as determined by the Board of Directors. The maximum number of outstanding options under the plan is limited to 10% of the number of issued and outstanding common shares.

On April 14, 2022, the Company issued 1,425,000 stock options to directors, officers and consultants with an exercise price of $0.10 and expiry date of April 14, 2027. The options vested immediately and were valued at $46,800 using the BlackScholes option pricing model with the following assumptions:

	April 14, 2022
Exercise price	$0.10
Closing price	$0.05
Risk-free interest rate	2.61%
Estimated life	5 years
Expected volatility	100.00%
Expected dividendyield	0.00%

The expected life in years represents the period of time the options granted are expected to be outstanding. The volatility rate is based on comparable companies with a historical volatility. The risk-free rate is based on Canada government bonds with a remaining term equal to the expected life of the options.

B-11

6. SHARE CAPITAL (continued)

As at June 30, 2022, the Company had the following stock options outstanding:

							Weighted
						Number of	average
						stock options	exercise price
						#	$
Balance, March	31,	2021	and March	31,	2022	-	-
Issued						1,425,000	0.10
Balance, June	30,	2022				1,425,000	0.10

As at June 30, 2022, the Company had 1,425,000 stock options outstanding and exercisable (March 31, 2022 - nil) with an exercise price of $0.10 and expire on April 14, 2027. As at June 30, 2022, the remaining life of these options is 4.79 years.

During the three months ended June 30, 2022, the Company recorded share-based compensation expense of $46,800 (2021 - $nil) related to the vesting of stock options.

7. FINANCIAL INSTRUMENTS AND RISKS

a) Fair value hierarchy

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

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and Level 3 – Inputs for the asset or liability that are not based on observable market data.

As at June 30, 2022, the fair value of the financial instrument cash is classified and measured at FVTPL under Level 1 of the fair value hierarchy. The fair value of the financial instrument accounts payable is classified and measured at amortized cost. The carrying value of accounts payable approximates the fair value due to the relatively short-term maturity of these instruments.

b) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty fails to meet an obligation under contract. As at June 30, 2022, the Company has minimal exposure of credit risk on its cash as the Company’s cash is held with a high credit quality financial institution in Canada.

c) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company is exposed to liquidity risk through accounts payable but controls liquidity risk by ensuring that it has sufficient cash resources to pay for its financial obligations.

As the Company’s operations does not generate cash, financial liabilities are discharged using funding through the issuance of common stock or debt as required. As at June 30, 2022, the Company had sufficient cash on hand to discharge its financial liabilities as they become due.

d) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates will affect the Company’s results. The Company is not exposed to market risk.

B-12

7. FINANCIAL INSTRUMENTS AND RISKS (continued)

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates.

The Company’s financial assets and financial liabilities do not have variable interest rates. The Company is not exposed to interest rate risk as at June 30, 2022.

Foreign currency risk

The Company does not carry financial assets or liabilities denominated in a foreign currency and therefore is not exposed to foreign currency risk.

8. RELATED PARTY TRANSACTIONS

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

During the three months ended June 30, 2022 the Company incurred $5,000 (2021 - $2,000) and $2,000 (2021 - $nil) of management and consulting fees to the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), respectively; and recorded share-based compensation of $36,126 (2021 - $nil) related to the vesting of stock options granted to the key management personnel.

A summary of the related party transactions for the three months ended June 30, 2022 and 2021 is as follows:

	2022	2021
	$	$
Management and consulting fees	7,000	2,000
Share-based compensation	36,126	-
	43,126	2,000

As of June 30, 2022 the accounts payable and accrued liabilities included an amount payable to the CEO and CFO for $3,100 (March 31, 2022 - $2,000). The payable is unsecured, due on demand and are non-interest bearing.

9. CAPITAL MANAGEMENT

The Company's capital structure consists of share capital. The Company's objective when managing capital is to maintain adequate levels of funding to support the current operations. The Company obtains funding primarily through issuing share capital. Future financings are dependent on market conditions and there can be no assurance the Company will be able to raise funds in the future.

There were no changes to the Company's approach to capital management during the three months ended June 30, 2022. The Company is not subject to externally imposed capital requirements.

B-13

Targa Exploration Corp. (formerly RCM Minerals Ltd.)

Management’s Discussion & Analysis

For the three months ended June 30, 2022 and 2021

Dated: September 15, 2022

B-14

Targa Exploration Corp. (formerly RCM Minerals Ltd.) Management’s Discussion & Analysis

For three months ended June 30, 2022 and 2021

Management’s Discussion & Analysis

This Management’s Discussion and Analysis (“MD&A”) of Targa Exploration Corp. (“Targa” or the “Company”) supplements, but does not form part of, the condensed interim consolidated financial statements and the notes thereto for the three months ended June 30, 2022 and 2021 (“interim financial statements”).

The first, second, third, and fourth quarters of the Company’s fiscal years are referred to as “Q1”, “Q2”, “Q3” and “Q4”, respectively. All amounts are presented in Canadian dollars, the Company’s presentation currency, unless otherwise stated.

The following MD&A of the financial condition and results of operations of the Company has been prepared by management and should be read in conjunction with the interim financial statements.

The interim financial statements have been prepared by management in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee. All amounts are expressed in Canadian dollars unless otherwise stated. Other information contained in this document has also been prepared by management and is consistent with the data contained in the interim financial statements.

The Company’s certifying officers are responsible for ensuring that the interim financial statements and MD&A do not contain any untrue statement of a material fact, or omit to state a material fact required to be stated, or that is necessary to make a statement not misleading in light of the circumstances under which it was made. The Company’s certifying officers certify that the interim financial statements, together with the other financial information included in the filings, fairly present, in all material respects, the financial condition, financial performance and cash flows of the Company as of the date and for the periods presented in the filings.

The Company’s Audit Committee and the Board of Directors provide an oversight role with respect to all public financial disclosures by the Company. The Board of Directors approve the interim financial statements and MD&A after the completion of its review and recommendation for approval by the Audit Committee, which meets periodically to review all financial reports, prior to filing.

The effective date of this MD&A is September 15, 2022.

Forward-looking statements

Certain statements contained in this document constitute “forward-looking statements”. All statements other than statements of historical fact contained in this MD&A, including, without limitation, those regarding the Company’s future financial position and results of operations, strategy, proposed acquisitions, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”, “plan”, “continue”, “will”, “may”, “would”, “anticipate”, “estimate”, “forecast”, “predict”, “project”, “seek”, “should” or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Company’s expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements.

Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to risks associated with: geological risks; limited operating history; inability to generate earnings or pay dividends for the foreseeable future; no current assets other than cash and prepaid expenses; uncertain ability to raise additional funds when required; reliance on a small number of key managers lacking backup; potential conflicts of interest among directors and officers of the Company; lack of liquidity for shareholders of the Company; ability to secure needed permits, ability to physically access and work the Company’s property assets due to poor weather, a potential lack of key contract personnel and services providers needed to execute elements of the Company’s exploration plans, and market risk consisting of fluctuations in the Company’s share price, metal prices, credit market conditions and investor appetite for early stage exploration companies. See “Risks and Uncertainties”.

B-15

Targa Exploration Corp. (formerly RCM Minerals Ltd.) Management’s Discussion & Analysis

For three months ended June 30, 2022 and 2021

Management provides forward-looking statements because they believe such statements deliver useful guidance and information to readers when considering their investment objectives. Though management believes such statements to be as accurate as possible in the context of the information available to management at the time in which they are made, management cautions readers that the guidance and information contained in such statements may rapidly be superseded by subsequent events. Consequently, all the forward-looking statements made in this MD&A are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments suggested by such forward-looking statement will be realized or, even if substantially realized, that they will have the expected results, or effects upon, the Company. These forward-looking statements are made as of the date of this MD&A and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.

The forward-looking statements in this MD&A are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future, including assumptions regarding business and operating strategies.

Description of the business

The Company was incorporated under the Business Corporations Act in British Columbia on September 26, 2017 and changed its name from RCM Minerals Ltd. to Targa Exploration Corp. on July 20, 2021. The head office, principal address, registered address, and records office of the Company is located at #700-1090 West Georgia Street, Vancouver, BC V6E 3V7.

The Company’s mineral property interests are comprised of mineral properties owned by the Company and rights to ownership of mineral properties, which the Company can earn through cash or share payments, incurring exploration expenditures or combinations thereof. The Company accounts for its mineral property interests by charging all acquisition and exploration costs to profit or loss as incurred and crediting all property sales and option proceeds to profit or loss. When the existence of a mineral reserve on a property has been established, future acquisition, exploration and development costs will be capitalized for that property, then amortized using the unit-of-production method following commencement of production.

The Company has not incurred any exploration and evaluation expenditures and there was no environmental rehabilitation provision. The Company has not yet generated any revenue and operating cash flows. The ability of the Company to fulfil its obligations and pay for the ongoing operating as well as mineral properties expenditures depends on its success in raising external funds from debt and equity. Therefore, it is difficult to identify any meaningful trends or develop an analysis of cash flows.

Amalgamation

The Company issued the following consideration with the following effect:

One Company share in exchange for the 188,250 Class B common shares of Bellatrix issued and outstanding at the time of the Amalgamation; and
Eighty Company shares in exchange for the 12,500 Class A common shares of Bellatrix issued and outstanding at the time of the Amalgamation.

B-16

Targa Exploration Corp. (formerly RCM Minerals Ltd.) Management’s Discussion & Analysis

For three months ended June 30, 2022 and 2021

The 1,188,250 common shares that were issued to the shareholders of Bellatrix by the Company pursuant to the Amalgamation were valued at $59,413, or $0.05 per share. The Amalgamation has been accounted for as an asset acquisition in accordance with the guidance provided in IFRS 2 Share-based payment since it did not constitute a business combination under IFRS 3 Business combination as the significant inputs, processes, and outputs, that together constitute a business, did not exist in Bellatrix at the time of the transaction. Since 1326091 B.C. Ltd. had no assets or liabilities, the total amount of $59,413 was allocated as transaction expense on the consolidated statement of loss and comprehensive loss.

Pursuant to the Amalgamation, the one common share of 1322768 was cancelled and replaced by one common share in the capital of Amalco. The Amalgamation took effect September 28, 2021.

The interim financial statements include the financial statements of the Company and pursuant to having completed the Amalgamation, its one subsidiary, 1326091 B.C. Ltd. All significant intercompany transactions are eliminated on consolidation. An amount of $59,413 was recognized as transaction expense during the year ended March 31, 2022.

Financial conditions

As at June 30, 2022, current assets were $1,216,993 (March 31, 2022 - $1,240,496) and current liabilities were $5,252 (March 31, 2022 - $12,657), resulting in working capital of $1,211,741 (March 31, 2022 - $1,227,839). The decrease in working capital is the result of operating expenses in the period and cash payments.

As at June 30, 2022, the Company had total assets of $1,216,993 (March 31, 2022 - $1,240,496) which is comprised of cash and goods and services tax recoverable, which are expected to be received within the next twelve months.

As at June 30, 2022, the Company had total liabilities of $5,252 (March 31, 2022 - $12,657).

As at June 30, 2022, shareholders’ equity was comprised of share capital of $804,413 (March 31, 2022 - $804,413), subscription receivable of $nil (March 31, 2022 - $5,000), reserves of $711,800 (March 31, 2022 - $665,000), and a deficit of $304,472 (March 31, 2022 - $236,574) for a total shareholders’ equity of $1,211,741 (March 31, 2022 - $1,227,839).

The weighted average number of common shares outstanding for the three months ended June 30, 2022 was 33,188,250 (March 31, 2022 - 33,188,250).

Liquidity and capital resources

The Company has not yet generated any revenue and thus cash flow from operations. Its only source of funds since incorporation has been from the issuance of common shares and units.

On September 28, 2021, the Company issued 500,000 common shares at $0.05 per share towards the Shanghai property.

On September 28, 2021, the Company issued 1,188,250 common shares at $0.05 per share to the shareholders of Bellatrix in connection with the Amalgamation. The share price of the common shares was determined with reference to the common shares issued in private placement on the same date.

B-17

Targa Exploration Corp. (formerly RCM Minerals Ltd.) Management’s Discussion & Analysis

For three months ended June 30, 2022 and 2021

During the three months ended June 30, 2022, the Company used cash of $29,804 in operating activities (2021 - $46) attributed to the operating expenses for the period, as well as, paying down accounts payable.

During the three months ended June 30, 2022 and 2021 the Company did not use cash for investing activities.

During the three months ended June 30, 2022, the Company received cash of $5,000 from financing activities (2021 - $222,500) related to the collection of subscription receivable and no issuance of units on private placements.

While the information in the interim financial statements has been prepared in accordance with IFRS on a going concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future, there are conditions and events that cast significant doubt on the validity of this presumption. The Company’s ability to continue as a going concern is dependent on the Company’s ability to obtain additional debt or equity financing to successfully advance the exploration and development of mineral property interests in its exploration portfolio and to be able to derive material proceeds from the sale or divestiture of those properties and/or other assets. While the Company is making its best efforts in this regard, the outcome of these matters cannot be predicted at this time.

As of the date of the interim financial statements, COVID-19 has had no impact on the Company’s ability to access and explore its current property but may impact the Company’s ability to raise funding or explore its property should travel restrictions related to COVID-19 be extended or expanded in scope.

Results of operations

The net loss and comprehensive loss for the three months ended June 30, 2022 was $67,898 (2021 - $2,046), attributable to exploration and evaluation expenditures of $6,822 (2021 - $nil), general and administrative of $101 (2021 - $46) management and consulting fees of $14,175 (2021 - $2,000), and share-based compensation of $46,800 (2021 - $nil).

Quarterly financial information

	Q1 2023	Q4 2022	Q3 2022	Q2 2022
	$	$	$	$
Net loss	(67,898)	(64,768)	(82,179)	(87,461)
Basic and diluted lossper share	(0.00)	(0.00)	(0.00)	(0.00)

	Q1 2022	Q4 2021	Q3 2021	Q2 2021
	$	$	$	$
Net loss	(2,046)	(120)	-	-
Basic and diluted lossper share	(0.00)	(0.00)	-	-

Disclosure of outstanding security data

As of the date of this MD&A, the Company has:

33,188,250 (June 30, 2022 - 33,188,250) common shares issued and outstanding. 22,500,000 (June 30, 2022 - 22,500,000) warrants outstanding.
6,650,000 (June 30, 2022 - 6,650,000) special warrants outstanding.
1,425,000 (June 30, 2022 - 1,425,000) stock options outstanding.

Financial instruments and other instruments

Off - balance sheet arrangements

The Company does not have any off-balance sheet arrangements and does not contemplate having them in the foreseeable future.

B-18

Targa Exploration Corp. (formerly RCM Minerals Ltd.) Management’s Discussion & Analysis For three months ended June 30, 2022 and 2021

Use of estimates and significant accounting policies

Preparing interim financial statements requires management to make estimates and assumptions that affect the reported results. The estimates are based on historical experience and other assumptions believed to be reasonable under the circumstances. Critical accounting policies are disclosed in the annual financial statements for the years ended March 31, 2022, 2021 and 2020.

Related party transactions

Key management personnel include those persons having the authority and responsibility of planning, directing and executing the activities of the Company. The Company has determined that its key management personnel consist of executive and nonexecutive members of the Company’s Board of Directors and corporate officers.

A summary of the related party transactions for the three months ended June 30, 2022 and 2021 is as follows:

	2022	2021
	$	$
Management and consulting fees	7,000	2,000
Share-based compensation	36,126	-
	43,126	2,000

Risks and uncertainties

An investment in the Company’s common shares is highly speculative and subject to very real risks and uncertainties, the occurrence of any one or more of which could have a material adverse effect on the value of any investment in the Company and the business, prospects, financial position or operating results of the Company. The risk factor listing noted below is in no particular order and is not an exhaustive list of all risk factors associated with an investment in the Company’s common shares or in connection with the operations of the Company.

Geological risk and the highly uncertain and speculative nature of mineral exploration
Early-stage nature of the Company: i.e. a limited operating history and financial resources, no earnings, limited cash assets
Lack of insurance against operating risks in the field and elsewhere
Changes to government regulations, including environmental regulations
Ability to secure and comply with government permits
Reliance on a small number of key managers and experts and a lack of immediate backup or replacements
Competition for key personnel and mineral properties
Potential conflicts of interest among the Company’s directors and/or officers
Potential cost overruns and delays
Timely availability of labour, contractors and key services
Weather risks Property title disputes
Metal price fluctuations Receptivity of capital markets to junior exploration projects
Stock price volatility and lack of liquidity Litigation

Subsequent events

None

B-19

Targa Exploration Corp. (Formerly RCM Minerals Ltd.)

Consolidated Financial Statements

For the years ended March 31, 2022, 2021 and 2020

(Expressed in Canadian dollars)

B-20

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INDEPENDENT AUDITOR’S REPORT

To the Directors of Targa Exploration Corp. (formerly RCM Minerals Ltd.)

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Targa Exploration Corp. (the “Company”), which comprise the consolidated statements of financial position as at March 31, 2022, March 31, 2021 and March 31, 2020 and the consolidated statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2022, March 31, 2021 and March 31, 2020 and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our 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.

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

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

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

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

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

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

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

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

B-21

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure, and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

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

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

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Chartered Professional Accountants

Vancouver, BC, Canada September 15, 2022

B-22

TARGA EXPLORATION CORP. (Formerly RCM Minerals Ltd.)

Consolidated Statements of Financial Position For the years ended March 31, 2022, 2021 and 2020

(Expressed in Canadian dollars)

		March 31,	March 31,	March 31,
	Note	2022	2021	2020
		$	$
Assets
Current
Cash		1,240,496	122,380	-
Total assets		1,240,496	122,380	-
Liabilities
Current
Accounts payable and accrued liabilities	9	12,657	-	-
Total liabilities		12,657	-	-
Shareholders’ equity
Share capital	7	804,413	122,500	-
Subscription receivable	7	(5,000)	-	-
Reserves	7	665,000	-	-
Deficit		(236,574)	(120)	-
Total shareholders’ equity		1,227,839	122,380	-
Total liabilities and shareholders’ equity		1,240,496	122,380	-

Nature of operations and going concern (note 1) Subsequent event (note 6 &12)

These financial statements are approved and authorized for issuance on behalf the Board of Directors on September 15, 2022.

“Karlene Collier”

Karlene Collier , Director

“Jon Ward”

Jon Ward , Chief Executive Officer

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

B-23

TARGA EXPLORATION CORP. (Formerly RCM Minerals Ltd.)

Consolidated Statements of Loss and Comprehensive Loss For the years ended March 31, 2022, 2021 and 2020 (Expressed in Canadian dollars, except number of shares)

	Note	2022	2021	2020
		$	$	$
Operating expenses
Exploration expenses	6	154,089	-	-
Management fees	9	11,000	-	-
Legal and professional fees		10,507	-	-
Filing fees		1,150	-	-
General and administrative		295	120	-
Net loss from operation		177,041	120	-
Other expenses
Transaction expense	5	(59,413)	-	-
Net loss and comprehensive loss for theyear		(236,454)	(120)	-
Loss per share
Basic and diluted		(0.01)	(0.00)	(0.00)
Weighted average number of shares outstanding
Basic and diluted		26,243,037	4,988,047	1

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

B-24

TARGA EXPLORATION CORP. (Formerly RCM Minerals Ltd.)

Consolidated Statements of Cash Flows

For the years ended March 31, 2022, 2021 and 2020 (Expressed in Canadian dollars)

	2022	2021	2020
	$	$	$
Operating activities
Net loss for the year	(236,454)	(120)	-
Item not affecting cash:
Shares issued for acquisition cost included in exploration expenses	25,000	-	-
Transaction expense	59,413	-
Changes in non-cash working capital:
Accounts payable and accrued liabilities	12,657	-	-
Net cash used in operating activities	(139,384)	(120)	-
Financing activities
Issuance of shares on private placements	597,500	45,000	-
Issuance of units on private placements	660,000	77,500	-
Net cash provided by financing activities	1,257,500	122,500	-
Net change in cash	1,118,116	122,380	-
Cash, beginning of the year	122,380	-	-
Cash, end of theyear	1,240,496	122,380	-

During the years ended March 31, 2022, 2021 and 2020, no cash payments were made for income tax or interest.

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

B-25

TARGA EXPLORATION CORP. (Formerly RCM Minerals Ltd.) Consolidated Statements of Changes in Shareholders’ Equity For the years ended March 31, 2022, 2021 and 2020 (Expressed in Canadian dollars, except number of shares)

								Total
	Number of		Special	Share	Subscription			shareholders'
	shares	Warrants	warrants	capital	receivable	Reserves	Deficit	equity
	#	#	#	$	$	$	$	$
Balance, March 31, 2019	-	-	-	-	-	-	-	-
Net loss for the year	-	-	-	-	-	-	-	-
Balance, March 31, 2020	-	-	-	-	-	-	-	-
Shares issued in private placements	9,000,000	-	-	45,000	-	-	-	45,000
Units issued in private placements	3,875,000	3,875,000	-	77,500	-	-	-	77,500
Net loss for the year	-	-	-	-	-	-	(120)	(120)
Balance, March 31, 2021	12,875,000	3,875,000	-	122,500	-	-	(120)	122,380
Units issued in private placements	18,625,000	18,625,000	-	597,500	-	-	-	597,500
Shares issued for mineral property	500,000	-	-	25,000	-	-	-	25,000
Shares issued for amalgamation (note 5)	1,188,250	-	-	59,413	-	-	-	59,413
Special warrants issued in private
placement	-	-	6,650,000	-	(5,000)	665,000	-	660,000
Net loss for the year	-	-	-	-	-	-	(236,454)	(236,454)
Balance, March 31, 2022	33,188,250	22,500,000	6,650,000	804,413	(5,000)	665,000	(236,574)	1,227,839

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

B-26

TARGA EXPLORATION CORP. (Formerly RCM Minerals Ltd.) Notes to the Consolidated Financial Statements For the years ended March 31, 2022, 2021 and 2020 (Expressed in Canadian dollars, except where noted)

1. NATURE OF OPERATIONS AND GOING CONCERN

The consolidated financial statements for the years ended March 31, 2022, 2021 and 2020 (the “financial statements”) have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due. As at March 31, 2022, the Company has not generated any revenues from operations and has an accumulated deficit of $236,574 (March 31, 2021 and 2020 - respectively, $120 and $nil). The Company’s ability to continue as a going concern is dependent on the Company’s ability to obtain additional debt or equity financing to successfully advance the exploration and development of mineral property interests in its exploration portfolio and to be able to derive material proceeds from the sale or divestiture of those properties and/or other assets, such as sale proceeds and equity interests. The financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. The COVID-19 outbreak has resulted and continued as a widespread health crisis that has adversely affected workforces, economies, and financial markets around the world, resulting in an economic downturn. As at the date of these financial statements, COVID-19 has had no significant impact on the Company’s ability to access and explore its current properties but may impact the Company’s ability to raise funding or explore its properties should travel and other restrictions related to COVID-19 be extended or expanded in scope.

2. BASIS OF PRESENTATION

a) Statement of compliance

The financial statements were authorized for issue in accordance with a resolution from the Board of Directors on September 15, 2022.

b) Basis of presentation

c) Basis of consolidation

B-27

3. SIGNIFICANT ACCOUNTING POLICIES

a) Loss per share

Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted loss per share is computed similar to basic loss per share, except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common shares at the average market price during the reporting period.

b) Share capital

The Company records proceeds from share issuances net of issue costs. Common shares issued for consideration other than cash are valued based on their market value at the date of issuance. Proceeds from the issuance of units are allocated between common shares and share purchase warrants on a residual value basis, wherein the fair value of the common shares is based on the market value on the date of announcement of the placement and the balance, if any, is allocated to the attached warrants.

c) Warrants

Warrants issued by the Company typically accompany an issuance of shares in the Company (a “unit”) and entitle the warrant holder to exercise the warrants for a stated price for a stated number of shares of the Company. The fair values of the components of the units sold are measured using the residual value approach where the value is allocated first to share capital based on the market value of shares on the date of issue and the residual value is allocated to the warrants. If the proceeds are less than or equal to the estimated fair market value of the share issue, a nil carrying amount is assigned to the warrants. Where warrants are issued as compensation, they are recorded as share-based compensation.

d) Special warrants

Special warrants are initially recorded as a part of warrant reserves in equity at the recognized fair value. Upon exercise of the special warrants the previously recognized fair value of the warrants exercised is reallocated to share capital from warrant reserves. Should the warrants expire before exercise the previously recognized fair value of the warrants expired is reallocated to contributed surplus from warrant reserves.

Where modification to warrant agreements occur, such as an extension of the expiry date, the fair value is reassessed based on the modified terms. The incremental fair value granted is the difference between the fair value of the modified equity instrument and that of the original equity instrument, both estimated as at the date of the modification. This incremental fair value is recognized within equity.

e) Mineral property interests

f) Income taxes

Income tax consists of current and deferred tax expense. Income tax expense is recognized in profit or loss.

Current income tax

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 regard to previous years.

B-28

Deferred income tax

Deferred tax assets and liabilities are recognized for deferred tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and tax losses carried forward. Deferred tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized, or the liability settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in profit or loss in the period that substantive enactment occurs. A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is not recognized. Deferred tax assets and liabilities are offset when there is a legally enforceable 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.

g) Financial instruments

The following is the Company’s accounting policy for financial instruments under IFRS 9 Financial instruments :

Financial assets initial recognition and measurement

A financial asset is measured initially at fair value plus transaction costs that are directly attributable to its acquisition or issue, except for instruments measured at fair value through profit and loss which are expensed as incurred. On initial recognition, a financial asset is classified as measured at amortized cost or fair value through profit or loss. A financial asset is subsequently measured at amortized cost if it meets the conditions that:

(i) The asset is held within a business model whose objective is to hold assets to collect contractual cash flows; (ii) The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding; and

(iii) Is not designated as fair value through profit or loss.

Subsequent measurement

The subsequent measurement of financial assets depends on their classification as follows:

Financial assets at fair value through profit or loss

Financial assets measured at fair value through profit and loss are carried in the statement of financial position at fair value with changes in fair value therein recognized in profit or loss.

Financial assets measured at amortized cost

A financial asset is subsequently measured at amortized cost using the effective interest method, net of any impairment allowance.

Derecognition

A financial asset or, where applicable a part of a financial asset or part of a group of similar financial assets is derecognized when:

(i) The contractual rights to receive cash flows from the asset have expired; or (ii) The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset.

Financial liabilities

Financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. A financial liability is derecognized when it is extinguished, discharged, cancelled or when it expires. Financial liabilities are classified as either financial liabilities at fair value through profit or loss or financial liabilities subsequently measured at amortized cost. All interest-related charges are reported in profit or loss within interest expense, if applicable.

B-29

Fair value hierarchy

Fair value measurements of financial instruments are required to be classified using a fair value hierarchy that reflects the significance of inputs used in making the measurements. The levels of the fair value hierarchy are defined as follows:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Inputs for assets or liabilities that are not based on observable market data.

4. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances and which form the basis of making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and further periods if the revision affects both current and future periods.

a) Fair value of shares issued for mineral property and services

If shares are issued for proceeds other than cash, the shares are valued at the fair market value of goods/services received. If the Company cannot reliably estimate the fair value of the goods or services received, the Company will measure their value by reference to the fair value of the share consideration. The fair value of shares issued in exchange for mineral property rights was estimated to have a fair value of $0.05 per share as the Company had yet to establish significant operations as at the issuance date.

b) Going concern

5. AMALGAMATION

Amalgamation with Bellatrix Capital Corp.

The Company entered into an amalgamation agreement dated September 3, 2021 (the “Amalgamation Agreement”) with Bellatrix Capital Corp. (“Bellatrix”), and 1322768 B.C. Ltd., a wholly-owned subsidiary of the Company (“1322768”). Pursuant to the Amalgamation Agreement, Bellatrix, and 1322768 amalgamated (the “Amalgamation”) to form 1326091 B.C. Ltd. (“Amalco”).

The Company issued the following consideration with the following effect:

One Company share in exchange for each of the 188,250 Class B common shares of Bellatrix issued and outstanding at the time of the Amalgamation; and
Eighty Company shares in exchange for each of the 12,500 Class A common shares of Bellatrix issued and outstanding at the time of the Amalgamation.

B-30

The 1,188,250 common shares that were issued to the shareholders of Bellatrix by the Company pursuant to the Amalgamation were valued at $59,413, or $0.05 per share. The Amalgamation has been accounted for as an acquisition in accordance with the guidance provided in IFRS 2 Share-based Payment since it did not constitute a business combination under IFRS 3 Business Combination as the significant inputs, processes, and outputs, that together constitute a business, did not exist in Bellatrix at the time of acquisition . Since 1326091 B.C. Ltd. had no assets or liabilities, the total amount of $59,413 has been allocated as transaction expense on the consolidated statement of loss and comprehensive loss.

Pursuant to the Amalgamation, the one common share in the capital of 1322768 was cancelled and replaced by one common share in the capital of Amalco. The Amalgamation took effect September 28, 2021.

The financial statements include the financial statements of the Company and pursuant to having completed the Amalgamation, its one subsidiary, 1326091 B.C. Ltd. All significant intercompany transactions are eliminated on consolidation. An amount of $59,413 was recognized as transaction expense during the year ended March 31, 2022.

6. EXPLORATION AND EVALUATION EXPENDITURES

The Company’s did not incur any exploration and evaluation expenditures for the years ended March 31, 2021 and 2020.

Shanghai Property

The Company entered into the option agreement dated October 6, 2021 and an amending agreement dated July 14, 2022 (together the “Agreement”) with Shawn Ryan and Wildwood Exploration Inc. (“Wildwood”), who were the owners of 70% and 30%, respectively, in the mineral claims situated in the Mayo Mining District, Yukon Territory, which are generally known and described as the Shanghai Property (the “Property”). Pursuant to the Agreement, the Company was granted an option to acquire a 100% right, title, and interest in those mineral claims.

In accordance with the Agreement, the Company has the option to acquire a 100% undivided interest in the Property. In order to maintain the Agreement in good standing and exercise the option, the Company must:

a) Pay to Wildwood an aggregate of $750,000, as follows:
$50,000 within ten business days after execution of the Agreement, the amount was fully paid on January 26, 2022 $100,000 on or before October 6, 2022
$100,000 on or before October 6, 2023
$100,000 on or before October 6, 2024
$150,000 on or before October 6, 2025
$250,000 on or before October 6, 2026
b) Issue and deliver to Shawn Ryan an aggregate of 4,000,000 common shares, as follows:
500,000 common shares within ten business days after October 6, 2021, the shares were issued on September 28, 2021 at $0.05 per share.
an additional 500,000 common shares on or before October 6, 2022
an additional 600,000 common shares on or before October 6, 2023
an additional 650,000 common shares on or before October 6, 2024
an additional 750,000 common shares on or before October 6, 2025
an additional 1,000,000 common shares on or before October 6, 2026
c) Incur expenditures in the aggregate amount of not less than $2,850,000, as follows:
in the amount of $75,000, on or before November 15, 2021, during the year ended March 31, 2022, $79,089 has been incurred.
in the additional amount of $150,000 on or before November 15, 2022
in the additional amount of $375,000 on or before November 15, 2023 in the additional amount of $500,000 on or before November 15, 2024
in the additional amount of $750,000 on or before November 15, 2025
in the additional amount of $1,000,000 on or before November 15, 2026

B-31

TARGA EXPLORATION CORP. (Formerly RCM Minerals Ltd.)

Notes to the Consolidated Financial Statements For the years ended March 31, 2022, 2021 and 2020 (Expressed in Canadian dollars, except where noted)

According to the Agreement, the Company will pay to Shawn Ryan and Wildwood (the “Royalty holders”), in accordance with their respective interests, a Net Smelter Returns royalty (“Royalty”), being equal to 2.5% of Net Smelter Returns. The Company shall be entitled at any time and from time to time to purchase that portion of the Royalty equal to 1.0% of Net Smelter Returns from the Royalty holders for $2,000,000.

A summary of the Company’s exploration and evaluation expenditures for the Property for the years ended March 31, 2022, 2021 and 2020 is as follows:

	2022	2021	2020
	$	$	$
Acquisition cost	75,000	-	-
Fieldwork	79,089	-	-
Total	154,089	-	-

7. SHARE CAPITAL

a) Authorized share capital

Unlimited number of common shares without par value.

b) Issued and outstanding

During the year ended March 31, 2022 the following issuances occurred:

On June 18, 2021, the Company completed a non-brokered private placement for gross proceeds of $222,500 from the issuance of 11,125,000 units at a price of $0.02 per unit. The Company issued 11,125,000 units, each unit consists of one common share of the Company and one warrant exercisable into one common share of the Company at a price of $0.10 per share for a period of four years. Gross proceeds were all allocated to share capital.

On September 28, 2021, the Company completed a non-brokered private placement for gross proceeds of $375,000 from the issuance of 7,500,000 units at a price of $0.05 per unit. The Company issued 7,500,000 units, each unit consists of one common share of the Company and one warrant exercisable into one common share of the Company at a price of $0.10 per share for a period of five years. Gross proceeds were all allocated to share capital.

On September 28, 2021, the Company issued 500,000 common shares at $0.05 per share towards the Shanghai property (note 6).

On September 28, 2021, the Company issued 1,188,250 common shares at $0.05 per share to the shareholders of Bellatrix (note 5). The value of the shares was determined with reference to the price of the common shares issued in private placement on the same date.

During the year ended March 31, 2021 the following issuances occurred:

On September 10, 2020, the Company completed a non-brokered private placement for gross proceeds of $5,000 from the issuance of 1,000,000 shares at $0.005 per share.

On November 1, 2020, the Company completed a non-brokered private placement for gross proceeds of $40,000 from the issuance of 8,000,000 shares at $0.005 per share.

On December 15, 2020, the Company completed a non-brokered private placement for gross proceeds of $77,500 from the issuance of 3,875,000 units at a price of $0.02 per unit. The Company issued 3,875,000 units, each unit consists of one common shares of the Company and one warrant exercisable into one common share of the Company at a price of $0.10 per share for a period of five years. Gross proceeds were all allocated to share capital.

B-32

During the year ended March 31, 2020, the Company did not have any share capital transactions.

c) Warrants

The following summarizes the Company’s warrant transactions:

				Weighted
			Number of	average
			warrants	exerciseprice
			#	$
Balance, March 31, 2020			-	-
Issued			3,875,000	0.10
Balance, March 31, 2021			3,875,000	0.10
Issued			18,625,000	0.10
Balance, March 31, 2022			22,500,000	0.10

	Exercise	March 31,	March 31,	March 31,
Date of expiry	price	2022	2021	2020
	$	#	#	#
December 15, 2025	0.10	3,875,000	3,875,000	-
June 18, 2026	0.10	11,125,000	-	-
September 28, 2026	0.10	7,500,000	-	-
Total outstanding and exercisable	0.10	22,500,000	3,875,000	-
Weighted average contractual life remaining		3.7	4.7	-

d) Special warrants

During the year ended March 31, 2022, 6,650,000 (March 31, 2021 and 2020 – respectively, nil and nil) Special Warrants were issued and outstanding following which $665,000 was recorded to reserve. Each Special Warrant will entitle the holder, on exercise, without additional consideration, to receive one common share and one warrant. Each warrant entitles the holder to purchase one share at a price of $0.20 for 5 years.

			Number of
			special warrants
			#
Balance, March 31, 2020 and 2021			-
Issued			6,650,000
Balance, March 31, 2022			6,650,000

	Exercise	March 31,	March 31,	March 31,
Date of expiry	price	2022	2021	2020
	$	#	#	#
February14,2027	0.20	6,650,000	-	-
Total outstanding and exercisable	0.20	6,650,000	-	-

8. FINANCIAL INSTRUMENTS AND RISKS

a) Fair value hierarchy

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As at March 31, 2022, 2021 and 2020, the fair values of the financial instrument include cash and accounts payable and accrued liabilities which approximate their carrying values due to the relatively short-term maturity of these instruments.

b) 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. As at March 31, 2022, 2021 and 2020, the Company was not exposed to credit risk on its cash as the Company’s cash is held with a high credit quality financial institution in Canada.

c) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with its financial liabilities. The Company manages liquidity risk by maintaining adequate cash and managing its capital and expenditures.

As at March 31, 2022, the Company had cash of $1,240,496 (March 31, 2021 and 2020 - respectively, $122,380 and $nil) and accounts payable and accrued liabilities of $12,657 (March 31, 2021 and 2020 - respectively, $nil and $nil) with contractual maturities of less than one year. The Company had sufficient cash to meet its current liabilities as at March 31, 2022. The Company assessed its liquidity risk as low as at March 31, 2022, however, will require additional financing to fund future operations.

d) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The Company is not exposed to market risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates.

The Company’s financial assets and financial liabilities are not exposed to interest rate risk due to their short-term nature and maturity. The Company is not exposed to interest rate risk as at March 31, 2022.

Foreign currency risk

The Company does not have assets or liabilities in a foreign currency and therefore is not exposed to foreign currency risk.

Price risk

This risk relates to fluctuations in commodity and equity prices. The Company closely monitors commodity prices of precious and base metals, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company. Fluctuations in pricing may be significant.

The Company does not currently use financial instruments designed to hedge these market risks.

9. RELATED PARTY TRANSACTIONS

Unless otherwise noted, related party transactions were incurred in the normal course of operations and are measured at the fair value, being the amount established and agreed upon by the related parties.

During the years ended March 31, 2021 and 2020, the Company had no related party transactions.

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During the year ended March 31, 2022 the Company incurred $11,000 (2021 and 2020 - respectively, $nil and $nil) of management fees to the Chief Executive Officer (“CEO”). As of March 31, 2022, $1,000 (March 31, 2021 and 2020 - respectively, $nil and $nil) was due to the CEO and included in accounts payable and accrued liabilities.

A summary of the related party transactions for the years ended March 31, 2022, 2021 and 2020 is as follows:

	2022	2021	2020
	$	$	$
Management fees	11,000	-	-
Total	11,000	-	-

10. CAPITAL MANAGEMENT

The Company manages its capital to maintain its ability to continue as a going concern and to provide returns to shareholders and benefits to other stakeholders. The capital structure of the Company consists of cash and equity comprised of issued share capital.

The Company manages its capital structure and adjusts it in light of economic conditions. The Company, upon approval from its Board of Directors, will balance its overall capital structure through issuance of new shares or by undertaking other activities as deemed appropriate under the specific circumstances.

The Company is not subject to externally imposed capital requirements and the Company’s overall strategy with respect to capital risk management remains unchanged since incorporation.

11. INCOME TAXES

A reconciliation of income taxes at statutory rates with the reported taxes for the years ended March 31, 2022, 2021 and 2020, is as follows:

	2022	2021	2020
	$	$	$
Loss for the year	(236,454)	(120)	-
Statutoryincome tax rate	27%	27%	27%
Expected income tax recovery	(63,800)	(30)	-
Non-deductible expenditures and non-taxable revenues	16,000	-	-
Change in unrecognized deferred tax assets	47,800	30	-
Incometax recovery	-	-	-

The Company recognizes tax benefits for losses or other deductible amounts where it is probable that the Company will be able to utilize deferred tax assets. The Company’s unrecognized deductible temporary differences and unused tax losses for which no deferred tax asset is recognized consist of the following amounts:

	2022	2021	2020
	$	$	$
Non-capital loss carry-forward	6,200	30	-
Resource properties	41,600	-	-
Total	47,800	30	-

The Company has available for deduction against future taxable income non-capital losses carried forward of $23,100. that will expire in 2042. Future tax benefits which may arise as a result of these non-capital losses have not been recognized in these financial statements and have been offset due to the uncertainty of their realization.

12. SUBSEQUENT EVENTS

On April 14, 2022, the Company issued 1,425,000 stock options with an exercise price of $0.10 and expiry date of April 14, 2027.

B-35

Targa Exploration Corp. (Formerly RCM Minerals Ltd.)

Management’s Discussion & Analysis

For the years ended March 31, 2022 and 2021

Dated: September 15, 2022

B-36

Targa Exploration Corp. Management’s Discussion & Analysis For years ended March 31, 2022 and 2021

Management’s Discussion & Analysis

This Management’s Discussion and Analysis (“MD&A”) supplements, but does not form part of, the consolidated financial statements of Targa Exploration Corp. (“Targa” or the “Company”) and the notes thereto for the fiscal years ended March 31, 2022 and 2021.

The following MD&A of the financial condition and results of operations of the Company has been prepared by management and should be read in conjunction with the audited annual financial statements and related notes for the years ended March 31, 2022 and 2021.

The consolidated financial statements have been prepared by management 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”). All amounts are expressed in Canadian dollars unless otherwise stated. Other information contained in this document has also been prepared by management and is consistent with the data contained in the financial statements.

The Company’s certifying officers are responsible for ensuring that the consolidated financial statements and MD&A do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made. The Company’s certifying officers certify that the consolidated financial statements together with the other financial information included in the filings fairly present in all material respects the financial condition, financial performance and cash flows of the Company as of the date and for the periods presented in the filings.

The Company’s Audit Committee and the Board of Directors provide an oversight role with respect to all public financial disclosures by the Company. The Board of Directors approves the consolidated financial statements and MD&A after the completion of its review and recommendation for approval by the Audit Committee, which meets periodically to review all financial reports, prior to filing.

The effective date of this MD&A is September 15, 2022.

Forward-looking statements

B-37

Targa Exploration Corp. Management’s Discussion & Analysis

For years ended March 31, 2022 and 2021

Description of the business

Financial conditions

As at March 31, 2022, current assets were $1,240,496 (March 31, 2021 - $122,380) and current liabilities were $12,657 (March 31, 2021 - $nil), resulting in working capital of $1,227,839 (March 31, 2021 - $122,380). The increase in working capital during the year ended March 31, 2022 is due to the increase in cash.

As at March 31, 2022, the Company had total assets of $1,240,496 (March 31, 2021 - $122,380) which is comprised of cash only.

As at March 31, 2022, the Company had total liabilities of $12,657 (March 31, 2021 - $nil).

As at March 31, 2022, shareholders’ equity was comprised of share capital of $804,413 (March 31, 2021 - $122,500), Subscription receivables of $5,000 (March 31, 2021 - $nil), reserves of $665,000 (March 31, 2021 - $nil), and a deficit of $236,574 (March 31, 2021 - $120) for a total shareholders’ equity of $1,227,839 (March 31, 2021 - $122,380).

The number of common shares outstanding for the year ended March 31, 2022 was 33,188,250 (March 31, 2021 - 12,875,000).

Liquidity and capital resources

The Company has not yet generated any revenue and thus cash flow from operations. Its only source of funds since incorporation has been from the issuance of common shares and units.

On June 18, 2021, the Company completed a non-brokered private placement for gross proceeds of $222,500 from the issuance of 11,125,000 units at a price of $0.02 per unit. The Company issued 11,125,000 units, each unit consists of one common share of the Company and one warrant exercisable into one common share of the Company at a price of $0.10 per share for a period of four years. Gross proceeds were all allocated to share capital.

B-38

Targa Exploration Corp. Management’s Discussion & Analysis For years ended March 31, 2022 and 2021

On September 28, 2021, the Company completed a non-brokered private placement for gross proceeds of $375,000 from the issuance of 7,500,000 units at a price of $0.05 per unit. The Company issued 7,500,000 units, each unit consists of one common share of the Company and one warrant exercisable into one common share of the Company at a price of $0.10 per share for a period of five years. Gross proceeds were all allocated to share capital.

On February 14, 2022, the Company completed a non-brokered private placement for gross proceeds of $665,000 from the issuance of 6,650,000 special warrants at $0.10 per warrant, of which $5,000 is outstanding for collection as at March 31, 2022.

During the year ended March 31, 2022, the Company used cash of $139,384 in operating activities (2021 - $120) purely attributed to the operating deficit for the year.

During the years ended March 31, 2022 and March 31, 2021 the Company did not use cash for investing activities.

During the year ended March 31, 2022, the Company received cash of $1,257,500 from financing activities (2021 - $122,500) related to proceeds from issuance of shares and units.

While the information in the financial statements has been prepared in accordance with IFRS on a going concern basis, which presumes the realization of assets and discharge of liabilities in the normal course of business for the foreseeable future, there are conditions and events that cast significant doubt on the validity of this presumption. The Company’s ability to continue as a going concern is dependent on the Company’s ability to obtain additional debt or equity financing to successfully advance the exploration and development of mineral property interests in its exploration portfolio and to be able to derive material proceeds from the sale or divestiture of those properties and/or other assets, such as sale proceeds and equity interests. While the Company is making its best efforts in this regard, the outcome of these matters cannot be predicted at this time.

As of the date of the financial statements, COVID-19 has had no impact on the Company’s ability to access and explore its current properties but may impact the Company’s ability to raise funding or explore its properties should travel restrictions related to COVID-19 be extended or expanded in scope.

Results of operations

The net loss and comprehensive loss for the year ended March 31, 2022 was $236,454 (2021 - $120), attributable to exploration expenses of $154,089 (2021 - $nil), management fees of $11,000 (2021 - $nil), legal and professional fees of $10,507 (2021 - $nil), and transaction expense of $59,413 (2021 - $nil).

Selected annual financial information

		Weighted average	Basic and diluted
Year ended	Net loss	number of shares	lossper share
March 31, 2022	$ 236,454	# 26,243,037	$ 0.01
March 31, 2021	120	4,988,047	0.00
March 31, 2020	-	1	-

Disclosure of outstanding security data

As of the date of this MD&A, the Company has:

33,188,250 (March 31, 2022 – 33,188,250) common shares issued and outstanding.

22,500,000 (March 31, 2022 - 22,500,000) warrants outstanding.

1,425,000 (March 31, 2022 – nil) stock options outstanding.

Financial instruments and other instruments

As at March 31, 2022 and 2021, the Company had no financial assets or liabilities carried at fair value. The carrying value of cash and accounts payable approximate their fair values because of their short-term maturity.

Off - balance sheet arrangements

The Company does not have any off-balance sheet arrangements and does not contemplate having them in the foreseeable future.

B-39

Targa Exploration Corp. Management’s Discussion & Analysis

For years ended March 31, 2022 and 2021

Use of estimates and significant accounting policies

Preparing financial statements requires management to make estimates and assumptions that affect the reported results. The estimates are based on historical experience and other assumptions believed to be reasonable under the circumstances. Critical accounting policies are disclosed in the annual financial statements for the years ended March 30, 2022 and 2021.

Transactions between related parties

Unless otherwise noted, related party transactions were incurred in the normal course of operations and are measured at the exchange amount, being the amount established and agreed upon by the related parties.

During the year ended March 31, 2022 and 2021 the Company had no related party transactions.

Risks and uncertainties

Geological risk and the highly uncertain and speculative nature of mineral exploration
Early-stage nature of the Company: i.e. a limited operating history and financial resources, no earnings, limited cash assets
Lack of insurance against operating risks in the field and elsewhere
Changes to government regulations, including environmental regulations
Ability to secure and comply with government permits
Reliance on a small number of key managers and experts and a lack of immediate backup or replacements
Competition for key personnel and mineral properties
Potential conflicts of interest among the Company’s directors and/or officers
Potential cost overruns and delays
Timely availability of labour, contractors and key services
Weather risks
Property title disputes
Metal price fluctuations
Receptivity of capital markets to junior exploration projects
Stock price volatility and lack of liquidity
Litigation

Subsequent event

On April 14, 2022, the Company issued 1,425,000 stock options with an exercise price of $0.10 and expiry date of April 14, 2027.

B-40

APPENDIX C

AUDIT COMMITTEE CHARTER

C-1

TARGA EXPLORATION CORP.

AUDIT COMMITTEE CHARTER

ARTICLE 1 PURPOSE

1.1 The Audit Committee (the “ Committee ”) of the Board of Directors (the “ Board ”) of Targa Exploration Corp. (the “ Company ”) shall assist the Board in fulfilling its financial oversight responsibilities. The overall purpose of the Committee is to ensure that the Company’s management has designed and implemented an effective system of internal financial controls, to review and report on the integrity of the consolidated financial statements and related financial disclosure of the Company and to review the Company’s compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information. In performing its duties, the Committee will maintain effective working relationships with the Board, management, and the external auditors and monitor the independence of those auditors. To perform his or her role effectively, each member of the Committee will obtain an understanding of the responsibilities of the Committee membership as well as the Company’s business, its operations and related risks.

ARTICLE 2 COMPOSITION, PROCEDURE, AND ORGANIZATION

2.1 The Committee shall consist of at least three members of the Board, the majority of whom are not officers or employees of the Company or of an affiliate of the Company.

2.2 All members of the Committee shall be financially literate as defined in NI 52-110 – Audit Committees or any successor policy.

2.3 The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.

2.4 Unless the Board shall have appointed a chair of the Committee, the members of the Committee shall elect a chair and a secretary from among their number.

2.5 The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.

2.6 The Committee shall have access to such officers and employees of the Company and to the Company’s external auditors, and to such information respecting the Company, as it considers to be necessary or advisable in order to perform its duties and responsibilities.

2.7 Meetings of the Committee shall be conducted as follows:

(a) the Committee shall meet at least four times annually at such times and at such locations as maybe requested by the chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee;
(b) the external auditors shall receive notice of and have the right to attend all meetings of the Committee; and

C-2

2.8 The external auditors shall have a direct line of communication to the Committee through its chair and may bypass management if deemed necessary. The Committee, through its chair, may contact directly any employee in the Company as it deems necessary, and any employee may bring before the Committee any matter involving questionable, illegal or improper financial practices or transactions.

ARTICLE 3 ROLES AND RESPONSIBILITIES

3.1 The overall duties and responsibilities of the Committee shall be as follows:
(a) to assist the Board in the discharge of its responsibilities relating to the Company’s accounting principles, reporting practices and internal controls and its approval of the Company’s annual and interim consolidated financial statements and related financial disclosure;
(b) to establish and maintain a direct line of communication with the Company’s external auditors and assess their performance;
(c) to ensure that the management of the Company has designed, implemented and is maintaining an effective system of internal financial controls; and
(d) to report regularly to the Board on the fulfilment of its duties and responsibilities.

3.2 The duties and responsibilities of the Committee as they relate to the external auditors shall be as follows:

(a) to recommend to the Board a firm of external auditors to be engaged by the Company, and to verify the independence of such external auditors;
(b) to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;
(c) review the audit plan of the external auditors prior to the commencement of the audit;
(d) to review with the external auditors, upon completion of their audit:
(i) contents of their report;
(ii) scope and quality of the audit work performed;
(iii) adequacy of the Company’s financial and auditing personnel;
(iv) co-operation received from the Company’s personnel during the audit;
(v) internal resources used;
(vi) significant transactions outside of the normal business of the Company;

C-3

(vii) significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and
(viii) the non-audit services provided by the external auditors;
(e) to discuss with the external auditors the quality and not just the acceptability of the Company’s accounting principles; and
(f) to implement structures and procedures to ensure that the Committee meets the external auditors on a regular basis in the absence of management.

3.3 The duties and responsibilities of the Committee as they relate to the internal control procedures of the Company are to:

(a) review the appropriateness and effectiveness of the Company’s policies and business practices which impact on the financial integrity of the Company, including those relating to insurance, accounting, information services and systems and financial controls, management reporting and risk management;
(b) review compliance under the Company’s business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Committee may deem appropriate;
(c) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Company; and
(d) periodically review the Company’s financial and auditing procedures and the extent to which recommendations made by the external auditors have been implemented.
3.4 The Committee is also charged with the responsibility to:
(a) review and approve the Company’s annual and interim financial statements and related Management’s Discussion & Analysis (“ MD&A ”), including the impact of unusual items and changes in accounting principles and estimates;
(b) review and approve the financial sections of any of the following disclosed documents prepared by the Company:
- (i) the annual report to shareholders;
- (ii) the annual information form;
- (iii) annual MD&A;
- (iv) prospectuses;
- (v) news releases discussing financial results of the Company; and
- (vi) other public reports of a financial nature requiring approval by the Board,
- and report to the Board with respect thereto;

C-4

(c) review regulatory filings and decisions as they relate to the Company’s consolidated financial statements;
(d) review the appropriateness of the policies and procedures used in the preparation of the Company’s consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;
(e) review and report on the integrity of the Company’s consolidated financial statements;
(f) review the minutes of any audit committee meeting of subsidiary companies;
(g) review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Company and the manner in which such matters have been disclosed in the consolidated financial statements;
(h) review the Company’s compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information; and
(i) develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board following each annual general meeting of shareholders.
3.5 Without limiting the generality of anything in this Charter, the Committee has the authority:
(a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,
(b) to set and pay the compensation for any advisors employed by the Committee, and
(c) to communicate directly with the Auditor.

ARTICLE 4 EFFECTIVE DATE

4.1 This Charter was implemented by the Board on April 14, 2022.

C-5

CERTIFICATE OF TARGA EXPLORATION CORP.

Dated: September 15, 2022

This Prospectus constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of British Columbia.

(signed) “Jon Ward” (signed) “Dilshan Anthony” Jon Ward Dilshan Anthony Chief Executive Officer Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

(signed) “Mahesh Liyanage” (signed) “Karlene Collier” Mahesh Liyanage Karlene Collier Director Director

CERTIFICATE OF THE PROMOTER

Dated: September 15, 2022

This Prospectus constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus as required by the securities legislation of British Columbia.

(signed) “Jon Ward” Jon Ward

SCHEDULE “B” CAPITALIZATION TABLES

Issued Capital Public Float Total outstanding (A) Held by Related Persons or employees of the Issuer or Related Person of the Issuer, or by persons or companies who beneficially own or control, directly or indirectly, more than a 5% voting position in the Issuer (or who would beneficially own or control, directly or indirectly, more than a 5% voting position in the Issuer upon exercise or conversion of other securities held) (B) Total Public Float (A-B) Freely-Tradeable Float Number of outstanding securities subject to resale restrictions, including restrictions imposed by pooling or other arrangements or in a shareholder agreement and securities held by control block holders (C) Total Tradeable Float (A-C)	Number of Securities (non-diluted) Number of Securities (fully- diluted) %of Issued (non- diluted) % of Issued (fully diluted) 39,838,250 70,413,250 100% 100%

	28,680,750 50,555,750 72.00% 71.80%
	11,157,500 19,857,500 28.00% 28.20%
	501,500 1,001,500 1.26% 1.42%
	39,336,750 69,411,750 98.74% 98.58%

Public Securityholders (Registered and Beneficial)

Class of Security

Size of Holding

Number of holders

1 – 99 securities

Nil

100 – 499 securities Nil 500 – 999 securities Nil

1,000 – 1,999 securities 2,000 – 2,999 securities 3,000 – 3,999 securities

142

Nil

4,000 – 4,999 securities

Nil

5,000 or more securities

5,000 or more securities 16 TOTAL 158

Total number of securities

Nil

178,250

Nil Nil

Nil

10,979,250

11,157,500

Public Securityholders (Registered)

Class of Security

Size of Holding

1 – 99 securities

100 – 499 securities 500 – 999 securities

1,000 – 1,999 securities 2,000 – 2,999 securities 3,000 – 3,999 securities 4,000 – 4,999 securities

5,000 or more securities

Number of holders

Nil

Nil 142

Nil

Total number of securities

Nil

178,250

Nil Nil Nil 10,979,250

Public Securityholders (Beneficial)

Class of Security

Size of Holding

Number of holders

Total number of securities

1 – 99 securities

Nil

100 – 499 securities 500 – 999 securities 1,000 – 1,999 securities 2,000 – 2,999 securities 3,000 – 3,999 securities

Nil

4,000 – 4,999 securities

Nil

5,000 or more securities Nil

Nil

Non-Public Securityholders (Registered)

Class of Security

Size of Holding

Number of holders

Total number of securities

1 – 99 securities 100 – 499 securities 500 – 999 securities 1,000 – 1,999 securities 2,000 – 2,999 securities 3,000 – 3,999 securities 4,000 – 4,999 securities 5,000 or more securities

Nil

1,500

Nil

Nil Nil 10 28,679,250

28,680,750

Total

14.2 Provide the following details for any securities convertible or exchangeable into any class of listed securities

Description of Security	Date of Expiry	Exercise Price ($)	Number of convertible / exchangeable securities outstanding	Number of listed securities issuable upon conversion / exercise
Options	April 14,2027	$0.10	1,425,000	1,425,000
Warrants	December 15,2025	$0.10	3,875,000	3,875,000
Warrants	June 18,2026	$0.10	11,125,000	11,125,000
Warrants	September 28,2026	$0.10	7,500,000	7,500,000
Warrants	September 22,2027	$0.20	6,650,000	6,650,000

14.3 Provide details of any listed securities reserved for issuance that are not included in section 14.2.

Not applicable.

SCHEDULE “C” CERTIFICATE OF THE ISSUER

Pursuant to a resolution duly passed by its Board of Directors, Targa Exploration Corp., hereby applies for the listing of the above mentioned securities on the Canadian Securities Exchange. The foregoing contains full, true and plain disclosure of all material information relating to Targa Exploration Corp. It contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in light of the circumstances in which it was made.

Dated at Vancouver, British Columbia this 23rd day of September, 2022.

Signed “Jon Ward” Signed “Dilshan Anthony” Jon Ward Dilshan Anthony Chief Executive Officer Chief Financial Officer

ON BEHALF OF THE BOARD OF DIRECTORS

Signed “Mahesh Liyanage” Signed “Karlene Collier” Mahesh Liyanage Karlene Collier Director Director

PROMOTER

Signed “Jon Ward” Jon Ward Promoter

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Targa Exploration Corp. — Capital/Financing Update 2022

48403_rns_2022-09-23_c6b2e3d6-f2db-4724-b5ed-a765b932fcb7.pdf

TARGA EXPLORATION CORP. (the “Company”) TABLE OF CONCORDANCE

SCHEDULE “A” PROSPECTUS DATED SEPTEMBER 15, 2022

PROSPECTUS

New Issue

TARGA EXPLORATION CORP.

6,650,000 Units

Issuable on Exercise of Outstanding Special Warrants

TABLE OF CONTENTS

APPENDIX A – PROPERTY DISCLOSURE

APPENDIX B – FINANCIAL STATEMENTS AND MD&A

APPENDIX C – AUDIT COMMITTEE CHARTER

CERTIFICATE OF THE COMPANY

ABOUT THIS PROSPECTUS

MEANING OF CERTAIN REFERENCES

FORWARD-LOOKING STATEMENTS

MARKET DATA AND INDUSTRY DATA

GLOSSARY OF TERMS

PROSPECTUS SUMMARY

The Company

Business of the Company

Directors and Executive Officers

Listing

No Proceeds Raised

Available Funds and Principal Purposes

The Private Placement

Risk Factors

Selected Financial Information

CORPORATE STRUCTURE

Name, Address and Incorporation

Intercorporate Relationships

BUSINESS OF THE COMPANY

Description of the Business

History

Option Agreement

Bellatrix Transaction

The Property

AVAILABLE FUNDS AND PRINCIPAL USES

Funds Available

Principal Use of Available Funds

Business Objectives and Milestones

Other Sources of Funding

SELECTED FINANCIAL INFORMATION AND MD&A

Selected Financial Information

Management Discussion and Analysis

DIVIDEND POLICY

DESCRIPTION OF THE SECURITIES

Share Capital

Special Warrants

Warrants

Options

CONSOLIDATED CAPITALIZATION

OPTIONS TO PURCHASE SECURITIES

Notes:

PRIOR SALES

Notes:

ESCROWED SECURITIES

PRINCIPAL SECURITYHOLDERS

DIRECTORS AND EXECUTIVE OFFICERS

Name, Occupation and Security Holdings

Management of Junior Issuers

Jon Ward – Chief Executive Officer and Director, Age: 34

Dilshan Anthony – Chief Financial Officer, Age: 52

Lorne Warner, P. Geo. – Vice President, Exploration, Age: 61

Jennifer Hanson – Corporate Secretary, Age: 47

Mahesh Liyanage – Director, Age: 49

Karlene Collier – Director, Age: 35

Other Reporting Issuer Experience

Corporate Cease Trade Orders or Bankruptcies

Penalties or Sanctions

Conflicts of Interest

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Stock Option Plan

Employment, Consulting and Management Agreements

Director Compensation

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

AUDIT COMMITTEE

Targa Exploration Corp. Capital/Financing Update 2022