Trigon Metals Inc. — Proxy Solicitation & Information Statement 2022

Nov 12, 2022

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NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the “ Meeting ”) of the holders of the common shares (the Shareholders ”) of Trigon Metals Inc. (“ Trigon ” or the “ Corporation ”) will be held virtually on Wednesday, December 7, 2022 at 10:00 a.m. (Toronto time) by way of a live webcast and teleconference accessible by the following particulars.

Webcast		https://millerthomson.webex.com/millerthomson/j.ph p?MTID=m61cb7393d6c36330b4814c2b4357853a
		Meeting Number:2774 763 0070
		Password:MilTom2022
Teleconference		Dial-In:1-416-915-6528
		Conference ID:2774 763 0070

The purpose of the Meeting is as follows:

1. Financial Statements . Receive and consider the audited consolidated financial statements as at and for the fiscal year ended March 31, 2022, together with the report of the auditors thereon and the unaudited condensed interim consolidated financial statements for the three-month period ended June 30, 2022;

2. Elect Directors . Consider and elect the directors for the ensuing year;

3. Auditor Appointment . Consider and, if acceptable, appoint McGovern Hurley LLP, Chartered Accountants, as auditor of the Corporation;

4. Stock Option Plan . Consider and, if acceptable, re-approve the Corporation’s stock option plan;

5. Share Issuance and New Control Person . Consider and, if acceptable, to pass, with or without variation, an ordinary resolution approving the issuance of up to 2,500,000 common shares of the Corporation to Sprott Mining Inc., a company of which Mr. Eric Sprott is a principal, on the exercise of a common share purchase warrants previously issued to Sprott Mining Inc., which could result in a new “Control Person” of the Corporation, as such term is defined in the policies of the TSX Venture Exchange, as more particularly set out in the accompanying Circular (as defined below); and

6. Other Business . Consider other business as may properly come before the Meeting or any postponement(s) or adjournment(s) thereof.

This notice is accompanied by a form of proxy, a management information circular (the “ Circular ”), the audited consolidated financial statements of the Corporation as at and for the fiscal year ended March 31, 2022 and related management’s discussion and analysis of the financial condition and the unaudited condensed interim consolidated financial statements for the three-month period ended June 30, 2022 and related management’s discussion and analysis.

Shareholders are requested to complete, date, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting. Please review the enclosed Circular and date, sign and return the enclosed form of proxy to the Corporation’s transfer agent by Monday, December 5, 2022 at 10:00 a.m. (Toronto time). Alternatively, shareholders may cast their vote online at www.voteproxyonline.com. Proxy inquiries can be sent via email to TMXEInvestorServices@tmx.com.

The directors of the Corporation have fixed the close of business on October 31, 2022, as the record date, being the date for the determination of the registered holders entitled to notice and to vote at the Meeting and any postponement(s) or adjournments(s) thereof.

In light of the recent coronavirus (COVID-19) outbreak and in order to protect the health and safety of our Shareholders and the broader community, the Corporation will be holding the Meeting virtually via a live webcast and teleconference. Registered Shareholders and formally appointed proxyholders who wish to vote at the Meeting must complete the Request for Voting Number Form attached to the Circular as Schedule “C” and return to TSX Trust at TSXTRUSTPROXYVOTING@TMX.COM 5 days prior to the Meeting, upon which they will receive a voting number which will enable them to vote at the Meeting. All other Shareholders (including beneficial Shareholders that hold Trigon common shares through a broker or other intermediary) are encouraged to vote by proxy in accordance with the Corporation’s usual procedures in advance of the Meeting to the greatest extent possible. To the extent that a registered Shareholder cannot vote by proxy and wishes to vote directly at the Meeting, they should advise TSX Trust in writing and the Corporation and TSX Trust will endeavor to accommodate such request.

DATED at Toronto, Ontario as of the 8[th] day of November, 2022

BY ORDER OF THE BOARD OF DIRECTORS

“Jed Richardson”

President & Chief Executive Officer

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MANAGEMENT INFORMATION CIRCULAR

ABOUT THE SHAREHOLDER MEETING

November 8, 2022

Solicitation of Proxies

You have received this management information circular (the “ Circular ”) because you owned common shares (“ Common Shares ”) of Trigon Metals Inc. (“ Trigon ” or the “ Corporation ”) as of October 31, 2022. You are therefore entitled to vote at the annual and special meeting of common shareholders (the “ Meeting ”) to be held on Wednesday, December 7, 2022 at 10:00 a.m. (Toronto time) virtually by way of a live webcast and teleconference at the time and website address and teleconference number and for the purposes set forth in the accompanying Notice of Meeting and at any postponement(s) or adjournment(s) thereof.

The Board of Directors (“ Board ”) of the Corporation has set the record date for the Meeting as October 31, 2022 (the “ Record Date ”).

Management is soliciting your proxy for the Meeting. The Board has fixed 10:00 a.m. (Toronto time) on Monday, December 5, 2022 or 48 hours (excluding Saturdays, Sundays or holidays) before any postponement(s) or adjournment(s) of the Meeting, as the time by which proxies to be acted upon at the Meeting shall be deposited with the Corporation’s transfer agent. The costs of solicitation by management will be borne by the Corporation.

In light of the recent coronavirus (COVID-19) outbreak and in order to protect the health and safety of our Shareholders and the broader community, the Corporation will be holding the Meeting virtually via a live webcast and teleconference. Registered Shareholders and formally appointed proxyholders who wish to vote at the Meeting must complete the Request for Voting Number Form attached to the Circular as Schedule “C” and return to TSX Trust at TSXTRUSTPROXYVOTING@TMX.COM at least 5 days prior to the Meeting, upon which they will receive a voting number which will enable them to vote at the Meeting. All other Shareholders (including beneficial Shareholders that hold shares through a broker or other intermediary) are encouraged to vote by proxy in accordance with the Corporation’s usual procedures in advance of the Meeting to the greatest extent possible. To the extent that a registered Shareholder cannot vote by proxy and wishes to vote directly at the Meeting, they should advise TSX Trust in writing and the Corporation and TSX Trust will endeavor to accommodate such request.

The live webcast and teleconference are accessible by the following particulars :

Webcast		https://millerthomson.webex.com/millerthomson/j.ph p?MTID=m61cb7393d6c36330b4814c2b4357853a
		Meeting Number:2774 763 0070
		Password:MilTom2022
Teleconference		Dial-In:1-416-915-6528
		Conference ID:2774 763 0070

These materials are being sent to both registered and non-registered owners of Common Shares. The Corporation or its agent has obtained information regarding non-registered owners in accordance with the applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Corporation (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.

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The Corporation shall make a list of all persons who are registered shareholders of the Corporation (“ Shareholders ”) on the Record Date and the number of Common Shares registered in the name of each Shareholder on that date. Each Shareholder is entitled to one vote on each matter to be acted on at the Meeting for each Common Share registered in his or her name as it appears on the list.

Unless otherwise stated, the information contained in this Circular is as of the date hereof. All dollar amount references in this Circular, unless otherwise indicated, are expressed in Canadian dollars.

Voting

Appointment and Revocation of Proxies

The persons named in the enclosed form of proxy are officers and/or directors of the Corporation. You may appoint some other person or entity to represent you at the Meeting by inserting such person’s name in the blank space provided in that form of proxy or by completing another proper form of proxy and, in either case, depositing the completed proxy at the office of the transfer agent of the Corporation indicated on the enclosed envelope not later than the times set out above.

In addition to revocation in any other manner permitted by law, a Shareholder may revoke a proxy given pursuant to this solicitation by depositing an instrument in writing (including another proxy bearing a later date) executed by the Shareholder or by an attorney authorized in writing at 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1 at any time up to and including the last business day preceding the day of the Meeting.

Voting of Proxies

Registered Shareholders

Registered Shareholders and formally appointed proxyholders who wish to vote at the Meeting must complete the Request for Voting Number Form attached to the Circular as Schedule “C” and return to TSX Trust at TSXTRUSTPROXYVOTING@TMX.COM at least 5 days prior to the Meeting, upon which they will receive a voting number which will enable them to vote at the Meeting.

Voting by proxy is the easiest way to vote because you can appoint anyone to be your proxyholder to attend the Meeting and vote your Common Shares according to your instructions. This person does not need to be a Shareholder. The executive officers named in the proxy form can act as your proxyholder and vote your Common Shares according to your instructions.

If you appoint the Trigon proxyholders and do not indicate your voting instructions, they will vote your Common Shares:

• for the nominated directors;

• for the appointment of the auditors;

• for the re-approval of the Stock Option Plan (as defined below); and

• for the issuance of up to 2,500,000 Common Shares to Sprott Mining Inc., a company of which Mr. Eric Sprott is a principal, on the exercise of previously issued common share purchase warrants and the approval of Mr. Eric Sprott as a new Control Person of the Corporation.

If you want to appoint someone else as your proxyholder, print that person’s name in the blank space provided in the proxy form (or complete another proxy form) and send the form to the Corporation’s transfer agent. Make sure this person is aware that you appointed them as your proxyholder and that they must complete the Request for Voting Number Form attached to the Circular as Schedule “C” and return to TSX Trust at TSXTRUSTPROXYVOTING@TMX.COM at least 5 days prior to the Meeting, upon which they will receive a voting number which will enable them to

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attend and vote at the Meeting on your behalf and according to your instructions. If you do not indicate your voting instructions, your proxyholder can vote as he or she sees fit.

At the time of printing this Circular, management is not aware of any amendments, variations or other matters to come before the Meeting. If other matters are properly brought before the meeting, your proxyholder can vote as he or she sees fit.

The transfer agent must receive the completed proxy form by 10:00 a.m. (Toronto time) on Monday, December 5, 2022 or 48 hours (excluding Saturdays, Sundays or holidays) before any postponement(s) or adjournment(s) of the Meeting.

Non-Registered Shareholders

Non-registered Shareholders (“ Non-Registered Shareholders ”) are those holders who beneficially own Common Shares registered in the name of an intermediary with whom the Non-Registered Shareholder deals in respect of the Common Shares, such as, banks, trust companies, securities dealers (all, an “ Intermediary ”) or in the name of a clearing agency such as CDS&Co. Securities laws require the Corporation to send the Meeting materials to the Intermediaries and clearing agencies so they can distribute them to our Non-Registered Shareholders. These materials include the notice of the meeting, the Circular, a proxy or voting instruction form, a consent form to receive supplemental mailings, a copy of the Corporation’s 2020 annual report if the Non-Registered Shareholder requested a copy and documents by electronic delivery.

Intermediaries and clearing agencies must forward the Meeting materials to Non-Registered Shareholders unless the Non-Registered Shareholder has waived the right to receive them. If you’re a Non-Registered Shareholder and have not waived the right to receive the materials, your package includes either a voting instruction form (not signed by your intermediary), or a proxy form (signed by your intermediary).

Either form instructs your Intermediary (the registered Shareholder) to vote your Common Shares according to your instructions. Be sure to send back your completed form as soon as possible to ensure your Intermediary carries out your voting instructions.

In light of the recent coronavirus (COVID-19) outbreak and in order to protect the health and safety of our Shareholders and the broader community, the Corporation will be holding the Meeting virtually via a live webcast and teleconference. Registered Shareholders and formally appointed proxyholders who wish to vote at the Meeting must complete the Request for Voting Number Form attached to the Information Circular as Schedule “C” and return to TSX Trust at TSXTRUSTPROXYVOTING@TMX.COM 5 days prior to the Meeting, upon which they will receive a voting number which will enable them to vote at the Meeting. All other Shareholders (including beneficial Shareholders that hold Common Shares through a broker or other intermediary) are encouraged to vote by proxy in accordance with the Corporation’s usual procedures in advance of the Meeting to the greatest extent possible. To the extent that a Shareholder cannot vote by proxy and wishes to vote directly at the Meeting, they should advise TSX Trust in writing and the Corporation and TSX Trust will endeavor to accommodate such request.

Voting Securities and Principal Holders

The authorized capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preferred shares. As of the Record Date, the Corporation has 174,927,807 Common Shares issued and outstanding and no preferred shares issued and outstanding.

To the knowledge of the directors and officers of the Corporation, as at the Record Date, no person beneficially owns, directly or indirectly, or exercises control or direction over securities carrying more than 10% of the voting rights attached to the Common Shares, other than Eric Sprott who has disclosed publicly

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that he holds or controls 31,048,332 Common Shares, which represents approximately 17.75% of the outstanding Common Shares as of the Record Date.

BUSINESS OF THE MEETING

Other than in respect of the election of directors and approval of the Stock Option Plan, no informed person (as such term is defined under applicable securities laws) of the Corporation or Nominee (as defined herein) (and each of their associates or affiliates) has had any direct or indirect material interest in any transaction involving the Corporation since April 1, 2021 or in any proposed transaction which has materially affected or would materially affect the Corporation or its subsidiaries other than as disclosed herein.

Financial Statements

The consolidated financial statements for the financial year ended March 31, 2022 and the related management’s discussion and analysis of financial condition and results of operations (“the MD&A”), together with the auditor’s report thereon and the unaudited condensed interim consolidated financial statements for the three-month period ended June 30, 2022 and related management’s discussion and analysis will be presented to Shareholders for review at the Meeting and were mailed to Shareholders with the Notice of Meeting and this Circular. No vote by the Shareholders is required with respect to this matter.

Election of Directors

The Corporation has nominated six persons (the “ Nominees ”) for election as directors of the Corporation, who will hold office until the next annual meeting of Shareholders or until his or her successor is elected or appointed. Shareholders will be asked to elect these Nominees as directors of the Corporation. The persons in the enclosed form of proxy intend to vote for the election of the Nominees. Management does not contemplate that any of the Nominees will be unable to serve as a director.

Director Profiles

Each of the six nominated directors is profiled below, including his or her background and experience, committee memberships, share ownership and other public company directorships.

JED RICHARDSON ONTARIO, CANADA DIRECTOR SINCE SEPTEMBER 2018

Mr. Richardson is the President and Chief Executive Officer of Trigon. Mr. Richardson is an experienced mining and finance executive, particularly with his career in capital markets and his background in the exploration and resource development as CEO of Great Quest Fertilizer, active in West Africa, and formerly as an executive at Amazon Mining developing resource assets in Brazil. Mr. Richardson spent a large portion of his career in capital markets working as a research analyst at Sprott Securities and RBC Capital Markets. He also worked as a Mining Engineer for Alcan Aluminum after graduating from the University of Toronto. Mr. Richardson holds a B.A.Sc in Mineral and Geological Engineering.

Shareholdings: 5,109,980 Other Public Company Boards: Great Quest Fertilizer Ltd. LARISA SPROTT ONTARIO, CANADA DIRECTOR SINCE SEPTEMBER 2018

Ms. Sprott has spent much of her life around the investment business and the investment side of the natural resource sector. She currently serves as the President of Sprott Money, an online retailer of gold, silver and platinum bullion to investors and collectors. Prior, she worked as an investment advisor with

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Sprott Asset Management, and her work history includes experience in Public Relations with Toronto based firm DKPR. Amongst a list of charitable work, she is on the Board of Directors for the Sprott Foundation. Ms. Sprott holds a Master’s of Science in Education.

Shareholdings: 225,000 Other Public Company Boards: None DAYE KABA ONTARIO, CANADA DIRECTOR SINCE NOVEMBER 2019

Mr. Kaba is a partner at ASAFO & CO, and a former partner in the Global Metals & Mining group at McCarthy Tétrault in Toronto with over twenty years of experience in the mining sector in Africa. His practice focuses on mergers and acquisitions, securities and commercial law matters. Mr. Kaba also previously worked at Fasken Martineau DuMoulin LLP in Toronto and Coudert Brothers LLP in Paris. He received his JD from the University of Michigan and is called to the New York bar and the Ontario bar. Mr. Kaba is a member of various associations including the Canadian Bar Association, the American Bar Association, the World Association of Mining Lawyers (WAOML) and the Prospector and Developers Association of Canada (PDAC). He is fluent in English, French and Portuguese.

Shareholdings: Nil Other Public Company Boards: Myriad Metals Corp. DAVID SHAW BRITISH COLUMBIA, CANADA DIRECTOR SINCE OCTOBER 2019

Mr. Shaw brings a wealth of expertise in public companies and exploration geology. He has worked both in the technical and financial communities within the resource industry for nearly 40 years. He served as an in-house structural consultant on both metal and hydrocarbon exploration programs, then as a member of a hydrocarbon project financial evaluation team with Chevron Resources in Calgary and Vancouver. He initiated and developed the Resource Research Group at Charlton Securities Ltd., Calgary before assuming the position of Senior Mining Analyst, Corporate Finance at Yorkton Securities Inc. in Vancouver. Throughout David's career he has built strong relationships with European financial institutions and the global mining community and gained valuable experience in Africa. Dr. Shaw holds a PhD in Structural Geology from Carleton University.

Shareholdings: 70,000 Other Public Company Boards: Genius Metals Inc. Great Quest Fertilizer Ltd. Medallion Resources Ltd. GABRIEL OLLIVIER ALBERTA, CANADA DIRECTOR SINCE NOVEMBER 2021

Mr. Ollivier is currently the Acting President and CEO of United Hydrocarbon International Corp. since January 2018, and also the President and CEO of Equus Energy Advisors Inc. since 2011. Mr. Ollivier is also currently the Chairman of Children Believe, an international NGO based in Canada as well as being a Director at Childfund Alliance.

a Director at Childfund Alliance.
Shareholdings:	50,000
Other Public Company Boards:	Nil

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MOHAMMED BENHARREF CASABLANCA, MOROCCO

DIRECTOR SINCE AUGUST, 2022

Mr. Benharref is a founding partner of Technomine Africa, the Moroccan mineral prospecting company Trigon acquired in 2020 responsible for the discovery of the Silver Hill copper-silvercobalt exploration project. He has more than thirty years of geological experience, including mineral exploration, geological mapping, applied geology and geosciences. He has held key positions within Managem Ltd (SA), a Moroccan mining and engineering conglomerate, and is the founder of Morocco-based mining services company, CAP Resources, which conducts largescale projects on behalf of the government and major Moroccan mining companies alike. Mr. Benharref graduated from Marrakech University (Morocco) with a Doctorate in Structural Geology defended in 1991.

Shareholdings:	3,000,000
Other Public Company Boards:	Nil

Other Information about the Director Nominees

No director or executive officer of the Corporation is, as of the date hereof, or has been, within the ten years before the date of this Circular, a director or executive officer of any company (including the Corporation) 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 become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the company.

No director or executive officer has, as of the date hereof, within the 10 years before the date of this Circular become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or executive officer.

No proposed director has, as of the date hereof, been subject to (i) 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 (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

No director or executive officer of the Corporation is, as of the date hereof, or within ten years prior to the date hereof has been, a director, chief executive officer or chief financial officer of any company (including the Corporation) that, (i) was subject to an order that was issued while the director was acting in the capacity as director, chief executive officer or chief financial officer; or (ii) was subject to an order that was issued after the director 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.

Appointment of Auditors

Unless authority to do so is withheld, the persons named in the accompanying proxy intend to vote for the appointment of McGovern Hurley LLP, Chartered Accountants, as auditors of the Corporation until the close of the next annual meeting of Shareholders and to authorize the directors to fix their remuneration. McGovern Hurley LLP, Chartered Accountants, have been the auditors of the Corporation since January 10, 2014.

The following table sets out the audit and audit-related fees billed by the Corporation’s auditors for the years ended March 31, 2021 and March 31, 2022.

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Service	2021	2022
Audit Fees	$45,000	$45,900
Audit-Related Fees
Tax Fees	$3,500	5,800
Other Fees
Total:	$48,500	$51,700

For additional information about the Corporation’s auditors and the Audit Committee (as defined below), please refer to the section “Committees of the Board – Audit Committee”.

Approval of Stock Option Plan

The Corporation’s stock option plan (“ Stock Option Plan ”) is designed to advance the interests of the Corporation by encouraging employees, officers, directors and consultants to have equity participation in the Corporation through the acquisition of Common Shares. Accordingly, the Corporation adopted the Stock Option Plan, which was approved by Shareholders at its last annual and special meeting of Shareholders on November 26, 2021. A copy of the Stock Option Plan is attached at Schedule “A” hereto. The following is a summary of the terms of the proposed Stock Option Plan, which is qualified in its entirety by the provisions of the Stock Option Plan.

The Stock Option Plan is a “rolling” stock option plan under the policies of the TSX Venture Exchange (the “ Exchange ”) as under the Stock Option Plan the Corporation is authorized to grant stock options of up to 10% of its issued and outstanding Common Shares at the time of the stock option grant, from time to time, with no vesting provisions. As of the date hereof, there is an aggregate of 9,295,000 stock options outstanding under the Stock Option Plan, which represents approximately 5.48% of the outstanding Common Shares.

Directors, officers, employees and certain consultants shall be eligible to receive stock options under the Stock Option Plan. Upon the termination of an optionholder’s engagement with the Corporation, the cancellation or early vesting of any stock option shall be at the discretion of the Board. In general, the Corporation expects that stock options will be cancelled 90 days following an optionholder’s termination from the Corporation. Stock options granted under the Stock Option Plan shall not be assignable.

The terms and conditions of each option granted under the Stock Option Plan will be determined by the Board. Options will be priced in the context of the market and in compliance with applicable securities laws and Exchange guidelines. Vesting terms will be determined at the discretion of the Board. The Board shall also determine the term of stock options granted under the Stock Option Plan, provided that no stock option shall be outstanding for a period greater than ten years.

The Board believes that except for certain material changes to the Stock Option Plan it is important that the Board has the flexibility to make changes to the Stock Option Plan without Shareholder approval, including appropriate adjustments to outstanding options in the event of certain corporate transactions, the addition of provisions requiring forfeiture of options in certain circumstances, specifying practices with respect to applicable tax withholdings and changes to enhance clarity or correct ambiguous provisions.

The Stock Option Plan does not provide for the transformation of stock options granted under the Stock Option Plan into stock appreciation rights involving the issuance of securities from the treasury of the Corporation.

The Corporation will not provide financial assistance to any optionholder to facilitate the exercise of options under the Stock Option Plan.

The Corporation is required to obtain the approval of its Shareholders to any stock option plan that is a “rolling” plan yearly at the Corporation’s annual meeting of Shareholders. Accordingly, at the Meeting, Shareholders will be asked to approve the following ordinary resolution approving the Stock Option Plan:

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“BE IT RESOLVED THAT:

1. the current Stock Option Plan of Trigon Metals Inc. (the “Corporation”), as described in the management information circular of the Corporation dated October •, 2022 is hereby approved; and

2. any director or officer of the Corporation is hereby authorized to execute (whether under the corporate seal of the Corporation or otherwise) and deliver all such documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable to give effect to the true intent of these resolutions.”

PROXIES RECEIVED IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR THE APPROVAL OF THE STOCK OPTION PLAN UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT THE COMMON SHARES ARE TO BE VOTED AGAINST SUCH ORDINARY RESOLUTION.

Approval of Share Issuance and New Control Person

On October 24, 2022 the Corporation issued 2,500,000 common share purchase warrants (each a “ Warrant ”) to Sprott Mining Inc., a corporation of which Mr. Eric Sprott is a principal. The Warrants have a term of three years, with each Warrant exercisable for one common share of the Corporation at the exercise price of $0.23 per Warrant.

In addition to the Warrants held by Sprott Mining, Mr. Eric Sprott beneficially owns, through 2176423 Ontario Ltd., 31,048,332 Shares of the Corporation (or approximately 17.5% of the outstanding shares) and 7,524,166 previously issued warrants (the “ Previous Warrants ”). If Sprott Mining Inc. exercises its Warrants in full, Mr. Sprott would have beneficial ownership and/or control or direction over a total of 33,548,332 Shares or 18.9% of the total outstanding Shares of the Corporation or 41,072,498 Shares or 22.2% of the total outstanding Shares of the Corporation assuming full exercise of the Previous Warrants .

As defined by the TSXV, a “Control Person” means any person that holds a sufficient number of any of the securities of an issuer so as to affect materially the control of that issuer, or that holds more than 20% of the outstanding voting shares of an issuer except where there is evidence showing that the holder of those securities does not materially affect the control of the issuer. Pursuant to the policies of the TSXV, if a Control Person is created as a result of the acquisition of securities of an issuer, the TSXV will require the issuer to obtain the approval of a majority of the shareholders of the issuer, not including the shares held by such potential Control Person and its associates and affiliates (“ Disinterested Shareholders ”), for the issuance of securities that could result in the creation of such Control Person.

At the Meeting, Disinterested Shareholders will be asked to consider and, if deemed advisable, to pass an ordinary resolution approving the issuance of up to 2,500,000 Common Shares on the exercise of the Warrants and the potential creation of a new Control Person (the “ Control Person Resolution ”). To be adopted, the Control Person Resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting by Disinterested Shareholders.

Management of the Corporation believes that it is in the best interest of the Corporation to approve the Control Person Resolution, Disinterested Shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, the following Control Person Resolution:

“BE IT RESOLVED THAT:

1. the issuance of up to 2,500,000 Common Shares on the exercise of the Warrants and the potential creation of a new Control Person of the Corporation, as such term is defined in the policies of the TSXV, be and are hereby authorized and approved; and

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1. any director or officer of the Corporation is hereby authorized to execute (whether under the corporate seal of the Corporation or otherwise) and deliver all such documents and to do all such other acts and things as such director or officer may determine to be necessary or advisable to give effect to the true intent of these resolutions.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE CONTROL PERSON RESOLUTION. UNLESS YOU GIVE OTHER INSTRUCTIONS, THE PERSONS NAMED IN THE ENCLOSED FORM OF PROXY INTEND TO VOTE FOR THE CONTROL PERSON RESOLUTION.

CORPORATE GOVERNANCE

Management of the Corporation and the Board recognize the importance of corporate governance in effectively managing the Corporation, protecting employees and Shareholders, and enhancing Shareholder value.

The Board fulfills its mandate directly and through its committees at regularly scheduled meetings or as required. The directors are kept informed regarding the Corporation’s operations at regular meetings and through reports and discussions with management on matters within their particular areas of expertise. Frequency of meetings may be increased and the nature of the agenda items may be changed depending upon the state of the Corporation’s affairs and in light of opportunities or risks that the Corporation faces.

The Corporation believes that its corporate governance practices are in compliance with applicable Canadian requirements. The Corporation is committed to monitoring governance developments to ensure its practices remain current and appropriate.

Ethical Business Conduct

The Board is apprised of the activities of the Corporation and ensures that it conducts such activities in an ethical manner. The Board encourages and promotes an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations; providing guidance to consultants, officers and directors to help them recognize and deal with ethical issues; promoting a culture of open communication, honesty and accountability; and ensuring awareness of disciplinary actions for violations of ethical business conduct.

Code of Conduct

The Corporation has a Code of Business Conduct and Ethics (the “ Code ”) for its directors, officers and employees. Any non-compliance with the Code is to be reported to the CEO (as defined below). In addition, the Board conducts regular audits to test compliance with the Code.

The Board takes steps to ensure that directors, officers and employees exercise independent judgment in considering transactions and agreements in respect of which a director, officer or employee of the Corporation has a material interest, which include ensuring that directors, officers and employees are thoroughly familiar with the Code and, in particular, the rules concerning reporting conflicts of interest and obtaining direction from the Corporation’s Directors, Chairman and CEO regarding any potential conflicts of interest.

The Board encourages and promotes an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations in all jurisdictions in which the Corporation conducts business; providing guidance to directors, officers and employees to help them recognize and deal with ethical issues; promoting a culture of open communication, honesty and accountability; and ensuring awareness of disciplinary action for violations of ethical business conduct.

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A copy of the Code and other corporate governance policies may be found under the profile of the Corporation on SEDAR at www.sedar.com or upon request to the Corporation by contacting the Communications Manager of the Corporation by email at karen.mason@trigonmetals.com or by telephone at (416) 574-5257.

Whistleblower Policy

The Corporation has a whistleblower policy which allows its directors, officers, consultants and employees who feel that a violation of the Code has occurred, or who have concerns regarding financial statement disclosure issues, accounting, internal accounting controls or auditing matters, to report such violations or concerns on a confidential and anonymous basis. Reporting a violation of the Code is made by informing anonymously to the Whistleblower hotline or URL or (if desired) to a member of the Audit Committee, who then investigates each matter so reported and takes corrective and disciplinary action, if appropriate. Reporting concerns regarding financial statement disclosure or other appropriate issues are to be forwarded in a sealed envelope to the Chairman of the Audit Committee who then investigates each matter reported and takes corrective and disciplinary action, if appropriate.

Diversity and Inclusion

The Corporation’s senior management and members of the Board have varying backgrounds and expertise and were selected on the belief that the Corporation and its stakeholders would benefit from such a broad range of talent and cumulative experience. The Board considers merit as the essential requirement for board and executive appointments, and as such, it has not adopted any specific target number or percentage, or a range of target numbers or percentages, respecting the representation of women, Indigenous peoples, persons with disabilities, or members of visible minorities (collectively, “member of a designated group”) on the Board or in senior management roles.

The Corporation has not adopted a written diversity policy and seeks to attract and maintain diversity at the executive and Board levels’ informally through the recruitment efforts of management in discussion with directors prior to proposing nominees to the Board as a whole for consideration. Although the level of representation of members of designated groups is one of the many factors taken into consideration in making Board and executive officer appointments, emphasis is placed on hiring or advancing the most qualified individuals.

As of the date of this Circular, the CEO of the Corporation is a member of a designated group and there are three members of a designated group on the Board.

ABOUT THE BOARD

Independence of the Board

The Board is currently comprised of five members, three members of whom the Board has determined are independent. Mr. Richardson is not considered independent because he is the President and Chief Executive Officer of the Corporation.

To facilitate the functioning of the Board independently of management, the following structures and processes are in place:

• the Chairman of the Board is independent;

• a majority of the directors are not management of the Corporation and are considered independent of the Corporation;

• members of management, including without limitation, the President and CEO of the Corporation, are not present for the discussion and determination of certain matters at meetings of the Board unless required;

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• each of the Audit and Compensation Committees (as defined below) of the Board are comprised of a majority of independent directors;

• under the by-laws of the Corporation, any two directors may call a meeting of the Board;

• the President and CEO’s compensation is considered by the Board, in his absence, and by the Compensation Committee at least once a year;

• in addition to the standing committees of the Board, independent committees will be appointed from time to time, when appropriate; and

• the Board policy is to hold in-camera meetings with the independent directors at the end of each Board or committee of the Board meeting to the extent required.

The Board Mandate

The Board has adopted a written mandate that sets out duties and responsibilities of the Board to supervise the management of the business and affairs of the Corporation, and to act with a view towards the best interests of the Corporation. In discharging its mandate, the Board is responsible for the oversight and review of:

• the strategic planning process of the Corporation;

• identifying the principal risks of the Corporation’s business and ensuring the implementation of appropriate systems to manage these risks;

• succession planning, including appointing, training and monitoring senior management;

• a communications policy for the Corporation to facilitate communications with investors and other interested parties; and

• the integrity of the Corporation’s internal control and management information systems.

The Board discharges its responsibilities directly and through its committees, currently consisting of the Audit Committee and the Compensation Committee.

The Chairman

In terms of the governance of the Corporation, the Chairman of the Board’s primary roles are to chair all meetings of the Board and Shareholder meetings in a manner that promotes meaningful discussion and to manage the affairs of the Board, including ensuring the Board is organized properly, functions effectively and meets its obligations and responsibilities. The Chairman of the Board’s responsibilities include, without limitation, ensuring that the Board works together as a cohesive team with open communication, ensuring that the resources available to the Board are adequate to support its work, and to ensure that the necessary processes are in place to assess the effectiveness of the Board and its committees as well as the contribution of individual directors at least annually. The Chairman of the Board also acts as the primary spokesperson for the Board, ensuring that management is aware of concerns of the Board, Shareholders, other stakeholders and the public and, in addition, ensures that management strategies, plans and performance are appropriately represented to the Board. The Chairman of the Board maintains communications with the Corporation’s executive management and consults regularly with the Board and management on the development and operation of the Corporation’s projects.

Position Descriptions

The Corporation has developed position descriptions for each of the Chairman of the Board and the Chairman of each of the committees of the Board. The Corporation has not developed a formal position description for the Chief Executive Officer. The Board assists in defining this role through its regular meetings. The responsibilities of the Chief Executive Officer are well-known by the Board and the Chief Executive Officer due to their extensive experience and knowledge in the industry and based on customary practice.

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Meetings of Independent Directors

The independent directors comprise the committees of the Board and hold in camera sessions without management at their committee meetings to review the business operations, corporate governance, compensation, and financial results of the Corporation.

Nomination of Directors

The Board is solely responsible for identifying new candidates for nomination to the Board. The process by which candidates are identified is through recommendations presented to the Board, which establishes and discusses qualifications based on corporate law and regulatory requirements as well as education and experience related to the business of the Corporation.

Board Assessments

The Board and its individual directors are assessed on an informal basis continually as to their effectiveness and contribution. The Chairman of the Board encourages discussion amongst the members of the Board as to the evaluation of the effectiveness of the Board as a whole and of each individual director. All directors are free to make suggestions for improvement of the practice of the Board at any time and are encouraged to do so.

Orientation and Continuing Education

The Board will be responsible for ensuring that new directors are provided with an orientation and education program, which will include written information about the duties and obligations of directors, the business and operations of the Corporation, documents from recent Board meetings, and opportunities for meetings and discussion with senior management and other directors. Directors are expected to attend all meetings of the Board and are also expected to prepare thoroughly in advance of each meeting in order to actively participate in the deliberations and decisions.

The Board recognizes the importance of ongoing director education and the need for each director to take personal responsibility for this process. The Board notes that it has benefited from the experience and knowledge of individual members of the Board in respect of the evolving governance regime and principles. The Board ensures that all directors are apprised of changes in the Corporation’s operations and business.

The Board takes an active interest in the progress of the Corporation’s properties and assets and members are invited to visit the Corporation’s properties in Namibia.

COMMITTEES OF THE BOARD

As of the Record Date, the Board had the following standing committees:

• Audit Committee

• Compensation Committee

All of the committees are comprised of directors, the majority of who are independent of management and each of the committees report directly to the Board. From time to time, when appropriate, ad hoc committees of the Board may be appointed by the Board.

Audit Committee

The purpose of the audit committee of the Corporation (“ Audit Committee ”) is to assist the Board’s oversight of: (a) the integrity of the Corporation’s financial statements; (b) the Corporation’s compliance with legal and regulatory requirements; (c) the qualifications and independence of the Corporation’s

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independent auditors; and (d) the performance of the independent auditors and the Corporation’s internal audit function. Please see Schedule “B” for the Audit Committee Charter.

The Audit Committee is comprised of four directors: Dr. David Shaw, Larisa Sprott, Jed Richardson and Daye Kaba. Each member of the Audit Committee is financially literate and independent, as required by applicable securities laws. Please refer to “Director Profiles”, commencing on page 5, for the relevant education and experience of each of the members of the Audit Committee.

The members of the Audit Committee are appointed annually by the Board and serve at the pleasure of the Board until their successors are duly appointed.

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial year has there been a recommendation of the Audit Committee to nominate or compensate an external auditor which was not adopted by the Board.

Reliance on Certain Exemptions

At no time since the commencement of the Corporation’s most recently completed financial year has the Corporation relied on either (a) an exemption in section 2.4 of the Instrument; or (b) an exemption from the Instrument, in whole or in part, granted under Part 8 (Exemptions) of the Instrument. As the Corporation is listed on the Exchange, it is relying on the exemption provided in section 6.1 of the Instrument, part 5 (Reporting Obligations).

External Auditor

The Audit Committee pre-approves all non-audit services to be provided to the Corporation or its subsidiary entities by the issuer’s external auditors.

Please see page 8 for the fees paid to external auditors in 2021 and 2022.

The Audit Committee Charter is attached hereto as Schedule “B”.

Compensation Committee

The compensation committee of the Corporation (“ Compensation Committee ”) is comprised of Larisa Sprott and Daye Kaba. Ms. Sprott and Mr. Kaba are independent. Please refer to “Director Profiles”, commencing on page 5, for the relevant education and experience of each of the members of the Compensation Committee.

The Compensation Committee is established by the Board to assist the Board in fulfilling its responsibilities relating to human resources and compensation issues and to establish a plan of continuity for executive officers and other members of senior management (collectively, “ Executive Management ”). The Compensation Committee ensures that the Corporation has an executive compensation plan that is both motivational and competitive so that it will attract, hold and inspire performance of executive management of a quality and nature that will enhance the sustainable profitability and growth of the Corporation.

The Compensation Committee’s role is to review compensation philosophy and practices for the Corporation, which includes reviewing the compensation philosophy and practices (a) for Executive Management, for recommendation to the Board for its consideration and approval, and (b) relating to all employees, including annual salary and incentive policies and programs, and material new benefit programs, or material changes to existing benefit programs.

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The members of the Compensation Committee are appointed annually by the Board and serve at the pleasure of the Board until their successors are duly appointed.

It is the general compensation philosophy of the Corporation to provide a blend of base salaries, bonuses and an equity incentive component in the form of options, as summarized under the heading “Oversight and Description of Director and Named Executive Officer Compensation”.

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION

Compensation of Directors

The Board, at the recommendation of the Compensation Committee, determines the compensation payable to the directors of the Corporation and reviews such compensation periodically throughout the year. For their role as directors of the Corporation, each director of the Corporation who is not a Named Executive Officer (as defined herein) may, from time to time, be paid cash fees, awarded stock options under the provisions of the Stock Option Plan and/or receive cash bonuses. There are no other arrangements under which the directors of the Corporation who are not Named Executive Officers were compensated by the Corporation or its subsidiaries during the most recently completed financial year end for their services in their capacity as directors of the Corporation.

Compensation of Named Executive Officers

For the financial year ended March 31, 2022, the objectives of the Corporation’s compensation strategy was to ensure that compensation for its Named Executive Officers is sufficiently attractive to recruit, retain and motivate high performing individuals to assist Trigon in achieving its goals.

Compensation for the Named Executive Officers is composed primarily of three components: base fees, performance bonuses and stock-based compensation. The process for determining executive compensation is relatively informal, in view of the size and stage of the Corporation and its operations. Executive officers are involved in the process and make recommendations to the Board, which considers for approval the discretionary components (i.e. cash bonuses) of the annual compensation of senior management (other than the Chief Executive Officer). In establishing the levels of base fees, performance bonuses and the award of stock options, the Corporation takes into consideration a variety of factors, including the financial and operating performance of the Corporation, and each Named Executive Officer’s individual performance and contribution towards meeting corporate objectives, responsibilities and length of service. Except as otherwise described below, the Corporation does not maintain specific performance goals or use benchmarks in determining the compensation of executive officers. The Board may at its discretion award either a cash bonus or stock options for high achievement or for accomplishments that the Board deem as worthy of recognition.

Salary

Amounts paid to executive officers as base salary, including merit salary increases, are determined in accordance with an individual’s performance and salaries in the marketplace for comparable positions. However, certain of the Named Executive Officers provide their services in similar capacities to other reporting issuers, in addition to Trigon. There is no mandatory framework that determines which of these factors may be more or less important and the emphasis placed on any of these factors may vary among the executive officers. The determination of base salaries relies principally on negotiations between the respective Named Executive Officer and the Corporation and is therefore heavily discretionary.

Bonus

Trigon’s cash bonus awards are intended to reward an executive for the direct contribution which he or she can make to the Corporation. Named Executive Officers are entitled to receive discretionary bonuses from

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time to time as determined or approved by the Board or the Chief Executive Officer, as applicable. The Corporation does not currently prescribe a set of formal objective measures to determine discretionary bonus entitlements. Rather the Corporation uses informal goals which may include an assessment of an individual’s current and expected future performance, level of responsibilities and the importance of his/her position and contribution to the Corporation. Precise goals or milestones are not pre-set by the Board. The Corporation paid $98,333 in performance based bonuses to the Named Executive Officers during the financial year ended March 31, 2022.

Indebtedness of Directors and Officers

As at the date of this Circular, and during the financial year ended March 31, 2022, no director or executive officer of the Corporation or Nominee (and each of their associates and/or affiliates) was indebted, including under any securities purchase or other program, to (i) the Corporation or its subsidiaries, or (ii) any other entity which is, or was at any time during the financial year ended March 31, 2022, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Corporation or its subsidiaries.

Directors’ and Officers’ Insurance and Indemnification

The Corporation maintains insurance for the benefit of its directors and officers against liability in their respective capacities as directors and officers. The Corporation has purchased in respect of directors and officers an aggregate of US$5 million in coverage. The approximate amount of premiums paid by the Corporation during the financial year ended March 31, 2022 in respect of such insurance was USD$52,074.

Summary Compensation Table

The following table summarizes the compensation paid during the two most recently completed financial years in respect of the individuals who were carrying out the role of the Chief Executive Officer (“ CEO ”) of the Corporation, Chief Financial Officer (“ CFO ”) of the Corporation and Chief Operating Officer (“ COO ”) of the Corporation (collectively, the " Named Executive Officers ") and each of the directors of the Corporation. The CEO, CFO and COO are the only Named Executive Officers of the Corporation as the Corporation does not employ any other individuals whose total compensation is greater than $150,000.

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES

Name and position	Year	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total compensation ($)
Jed Richardson, President, Chief Executive Officer and Director(1) (2)	2022	300,000	98,333	Nil	Nil	Nil	398,333
	2021	300,000	25,000	Nil	Nil	Nil	325,000
Deborah Battiston, Former Chief Financial Officer(3)	2022	45,000	Nil	Nil	Nil	Nil	45,000
	2021	60,000	5,000	Nil	Nil	Nil	65,000
Paul Bozoki, Chief Financial Officer(3)	2022	40,000	Nil	Nil	Nil	Nil	40,000

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	2021	Nil	Nil	Nil	Nil	Nil	Nil
Larisa Sprott, Director(4)	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	10,000	Nil	Nil	Nil	10,000
Dr. David Shaw, Director(5)	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	10,000	Nil	Nil	Nil	10,000
Daye Kaba, Director(6)	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	10,000	Nil	Nil	Nil	10,000
Gabriel Ollivier, Director(7)	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	Nil	Nil	Nil	Nil	Nil
Mohammed Benharref, Director(8)	2022	Nil	Nil	Nil	Nil	Nil	Nil
	2021	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

• (1) Compensation has been paid as consulting fees under the independent contractor agreement with the Named Executive Officer as described under the heading “Employment, Consulting and Management Agreements” of this Circular.

• (2) Mr. Richardson was appointed President and Director on September 27, 2018. Mr. Richardson was appointed Chief Executive Officer on March 18, 2019 following Stephan Theron’s resignation as Chief Executive Officer.

• (3) Ms. Battiston resigned as Chief Financial Officer on December 29, 2021 and was replaced by Paul Bozoki.

• (4) Ms. Sprott was appointed to the Board on September 27, 2018.

• (5) Mr. Shaw was appointed to the Board on October 21, 2019

• (6) Mr. Kaba was appointed to the Board on November 18, 2019.

• (7) Mr. Ollivier was appointed to the Board on November 26, 2021.

• (8) Mr. Benharref was appointed to the Board on August 25, 2022.

Stock Options and Other Compensation Securities

The following table sets out all compensation securities granted or issued to each Named Executive Officer and director by the Corporation for services provided or to be provided, directly or indirectly, to the Corporation in the most recently completed financial year.

		Compensation Securities	Compensation Securities	Compensation Securities
Name and position	Type of compensation security	Number of compensation securities, number of underlying securities, and percentage of class	Date of issue or grant	Issue, conversion or exercise price ($)	Closing price of security or underlying security on date of grant ($)	Closing price of security or underlying security at year end ($)	Expiry Date
Jed Richardson, President, Chief Executive Officer and Director(1)	Stock Options	250,000	Feb 21, 2022	0.34	0.34	0.41	Feb 21, 2027
Deborah Battiston, Former Chief Financial Officer(2)	Stock Options	150,000	Feb 21, 2022	0.34	0.34	0.41	Feb 21, 2027
Paul Bozoki, Chief Financial Officer(2)	Stock Options	200,000	Feb 21, 2022	0.34	0.34	0.41	Feb 21, 2027
Larisa Sprott, Director(3)	Stock Options	200,000	Feb 21, 2022	0.34	0.34	0.41	Feb 21, 2027
David Shaw, Director(4)	Stock Options	200,000	Feb 21, 2022	0.34	0.34	0.41	Feb 21, 2027
Daye Kaba, Director(5)	Stock Options	200,000	Feb 21, 2022	0.34	0.34	0.41	Feb 21, 2027
Gabriel Ollivier, Director(6)	Stock Options	350,000	Feb 21, 2022	0.34	0.34	0.41	Feb 21, 2027

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Mohammed Benharref, Director(7)	Stock Options	100,000	Feb 21, 2022	0.34	0.34	0.41	Feb 21, 2027

Notes:

• (1) As at March 31, 2022, Mr. Richardson held 100,000 stock options with a strike price of $0.20 and expiring on June 6, 2023 and 500,000 stock options with a strike price of $0.18 and expiring on October 21, 2024.

• (2) Ms. Battiston resigned as Chief Financial Officer on December 29, 2021 and was replaced by Paul Bozoki. (3) As at March 31, 2022, Ms. Sprott held 350,000 stock options with a strike price of $0.18 and expiring on October 21, 2024.

• (4) As at March 31, 2022, Dr. David Shaw held 350,000 stock options with a strike price of $0.18 and expiring on October 21, 2024.

• (5) As at March 31, 2022, Mr. Kaba held 350,000 stock options with a strike price of $0.18 and expiring on October 21, 2024.

• (6) Mr. Ollivier was appointed to the Board on November 26, 2021.

• (7) Mr. Benharref was appointed to the Board on August 25, 2022.

Exercise of Stock Options

No Named Executive Officer or director of the Corporation exercised stock options or compensation securities in the most recently completed financial year.

Stock Option Plans and Other Incentive Plans

Options are granted pursuant to the Corporation’s Stock Option Plan and in accordance with the rules of the Exchange. The Stock Option Plan is administered by the Board, upon the recommendations of the Compensation Committee. See above under the section “Business of the Meeting – Stock Option Plan.”

The table below sets out the outstanding options under the Stock Option Plan, being the Corporation’s only compensation plan under which Common Shares are authorized for issuance, as of March 31, 2022.

	Number of securities to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options	Number of securities remaining available under equity compensation plans (excluding securities reflected in column (a)) as of March 31, 2022
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by security holders	7,960,000	0.22	9,005,620
Equity compensation plans not approved by security holders	Nil	Nil	Nil
TOTAL	7,960,000	0.24	9,005,620

Employment, Consulting and Management Agreements

The following describes the respective consulting and employment agreements entered into by the Corporation and its Named Executive Officers as of the date hereof.

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Name	Monthly Fees	Severance on Termination	Severance on Change of Control
Jed Richardson President & CEO	25,000	12 months’ fees	24 months base fees plus aggregate bonuses paid in the 24 months prior to the Change of Control
Paul Bozoki Chief Financial Officer	10,000	3 months fees	24 months base fees plus aggregate bonuses paid in the 24 months prior to the Change of Control
TOTAL	35,000	330,000	840,000

1. For the purpose of the agreements set forth above, “Change in Control” is defined as the acquisition by any person or entity of shares or rights or options to acquire shares of the Corporation or securities which are convertible into shares of the Corporation or any combination thereof such that after the completion of such acquisition such person would be entitled to exercise 50% or more of the votes entitled to be cast at a meeting of the shareholders of the Corporation;

2. shares or rights or options to acquire shares, or their equivalent, of any material subsidiary of the Corporation or securities which are convertible into shares of the material subsidiary or any combination thereof such that after the completion of such acquisition such person would be entitled to exercise 30% or more of the votes entitled to be cast a meeting of the shareholders of the material subsidiary; or

3. more than 50% of the material assets of the Corporation, including the acquisition of more than 50% of the material assets of any material subsidiary of the Corporation.

Summary of Termination Payments

The estimated incremental payments, payables and benefits that might be paid to the officers pursuant to the above noted agreements in the event of termination without cause or after a Change of Control (assuming such termination or Change of Control is effective as of the Record Date) are detailed below:

Named Executive Officer	Termination not for Cause ($)	Termination on a Change of Control Approved ($)
Jed Richardson President & CEO	300,000	600,000
Salary and Quantified Benefits	Nil	Nil
Bonus	Nil	123,333
Total	300,000	723,333
Paul Bozoki Chief Financial Officer	30,000	240,000
Salary and Quantified Benefits	Nil	Nil
Bonus	Nil	Nil
Total	30,000	240,000

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Interest of Informed Persons in Material Transactions

Other than as set out below, no person who has been a director or executive officer of the Company, nor any proposed nominee for director of the Company, nor any person or company who beneficially owns, directly or indirectly, or who exercises control or direction over (or a combination of both) more than 10% of the issued and outstanding Common Shares, nor any associate or affiliate of those persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction since the beginning of the Company’s last completed financial year or proposed transaction which has materially affected or would materially affect the Company or its subsidiaries.

ADDITIONAL INFORMATION AND CONTACT INFORMATION

Additional Information

Additional information relating to the Corporation may be found under the profile of the Corporation on SEDAR at www.sedar.com. Additional financial information is provided in the Corporation’s audited consolidated financial statements and related management’s discussion and analysis for the financial year ended March 31, 2022, which can be found under the profile of the Corporation on SEDAR. Shareholders may also request these documents from the Corporation’s CEO by email at jed.richardson@trigonmetals.com or by telephone at (416) 566-8134.

Board of Directors Approval

The contents of this Circular and the sending thereof to the Shareholders of the Corporation have been approved by the Board.

BY ORDER OF THE BOARD OF DIRECTORS

“Jed Richardson”

President & Chief Executive Officer

Toronto, Ontario November 8, 2022

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SCHEDULE “A”

TRIGON METALS INC.

(the “Corporation”)

SHARE OPTION PLAN

ARTICLE 1 PURPOSE AND INTERPRETATION

Purpose

1.1 The purpose of this Plan is to advance the interests of the Corporation by encouraging equity participation in the Corporation through the acquisition of Common Shares of the Corporation. It is the intention of the Corporation that this Plan will at all times be in compliance with the TSXV Policies (or, if applicable, the NEX Policies) and any inconsistencies between this Plan and the TSXV Policies (or, if applicable, the NEX Policies) will be resolved in favour of the latter.

Definitions

• 1.2 In this Plan

(a) Affiliate means a company that is a parent or subsidiary of the Corporation, or that is controlled by the same entity as the Corporation;

(b) Associate has the meaning set out in the Securities Act;

(c) Black-out Period means an interval of time during which the Corporation has determined that one or more Participants may not trade any securities of the Corporation because they may be in possession of undisclosed material information pertaining to the Corporation, or when in anticipation of the release of quarterly or annual financials, to avoid potential conflicts associated with a company’s insider-trading policy or applicable securities legislation, (which, for greater certainty, does not include the period during which a cease trade order is in effect to which the Corporation or in respect of an Insider, that Insider, is subject);

(d) Board means the Board of Directors of the Corporation or any committee thereof duly empowered or authorized to grant Options under this Plan;

(e) Change of Control includes situations where after giving effect to the contemplated transaction and as a result of such transaction:

(i) any one Person holds a sufficient number of voting shares of the Corporation or resulting company to affect materially the control of the Corporation or resulting company, or,

(ii) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, holds in total a sufficient number of voting shares of the Corporation or its successor to affect materially the control of the Corporation or its successor,

(iii) where such Person or combination of Persons did not previously hold a sufficient number of voting shares to materially affect control of the Corporation or its successor. In the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding

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more than 20% of the voting shares of the Corporation or resulting company is deemed to materially affect control of the Corporation or resulting company;

(f) Common Shares means the common shares without par value in the capital of the Corporation providing such class is listed on the TSXV (or, NEX, as the case may be);

(g) Corporation means the company named at the top hereof and includes, unless the context otherwise requires, all of its Affiliates and successors according to law;

(h) Consultant means an individual or Consultant Company, other than an Employee, Officer or Director that:

(i) provides on an ongoing bona fide basis, consulting, technical, managerial or like services to the Corporation or an Affiliate of the Corporation, other than services provided in relation to a Distribution;

(ii) provides the services under a written contract between the Corporation or an Affiliate and the individual or the Consultant Company;

(iii) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the business and affairs of the Corporation or an Affiliate of the Corporation; and

(iv) has a relationship with the Corporation or an Affiliate of the Corporation that enables the individual or Consultant Company to be knowledgeable about the business and affairs of the Corporation;

(i) Consultant Company means for an individual consultant, a company or partnership of which the individual is an employee, shareholder or partner;

(j) Directors means the directors of the Corporation as may be elected from time to time;

• (k) Discounted Market Price has the meaning assigned by Policy 1.1 of the TSXV Policies;

(l) Disinterested Shareholder Approval means approval by a majority of the votes cast by all the Corporation’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to Common Shares beneficially owned by Insiders who are Service Providers or their Associates;

(m) Distribution has the meaning assigned by the Securities Act, and generally refers to a distribution of securities by the Corporation from treasury;

(n) Effective Date for an Option means the date of grant thereof by the Board;

• (o) Employee means:

(i) an individual who is considered an employee under the Income Tax Act Canada (i.e. for whom income tax, employment insurance and CPP deductions must be made at source);

(ii) an individual who works full-time for the Corporation or a subsidiary thereof providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions are not made at source; or

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(iii) an individual who works for the Corporation or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Corporation over the details and methods of work as an employee of the Corporation, but for whom income tax deductions need not be made at source;

(p) Exchange Hold Period has the meaning assigned by Policy 1.1 of the TSXV Policies;

(q) Exercise Price means the amount payable per Common Share on the exercise of an Option, as determined in accordance with the terms hereof;

(r) Expiry Date means the day on which an Option lapses as specified in the Option Commitment therefor or in accordance with the terms of this Plan;

(s) Insider means an insider as defined in the TSXV Policies or as defined in securities legislation applicable to the Corporation;

(t) Investor Relations Activities has the meaning assigned by Policy 1.1 of the TSXV Policies;

(u) Management Corporation Employee means an individual employed by a Person providing management services to the Corporation which are required for the ongoing successful operation of the business enterprise of the Corporation, but excluding a Person engaged in Investor Relations Activities;

(v) Market Price has the meaning assigned by Policy 1.1 of the TSX Policies;

(w) NEX means a separate board of the TSXV for companies previously listed on the TSXV or the Toronto Stock Exchange which have failed to maintain compliance with the ongoing financial listing standards of those markets;

• (x) NEX Issuer means a company listed on NEX;

• (y) NEX Policies means the rules and policies of NEX as amended from time to time;

• (z) Officer means a Board appointed officer of the Corporation;

(aa) Option means the right to purchase Common Shares granted hereunder to a Service Provider;

(bb) Option Commitment means the notice of grant of an Option delivered by the Corporation hereunder to a Service Provider and substantially in the form of Schedule A attached hereto;

(cc) Optioned Shares means Common Shares that may be issued in the future to a Service Provider upon the exercise of an Option;

• (dd) Optionee means the recipient of an Option hereunder;

(ee) Outstanding Shares means at the relevant time, the number of issued and outstanding Common Shares of the Corporation from time to time;

(ff) Participant means a Service Provider that becomes an Optionee;

• (gg) Person includes a company, any unincorporated entity, or an individual;

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(hh) Plan means this share option plan, the terms of which are set out herein or as may be amended;

(ii) Plan Shares means the total number of Common Shares which may be reserved for issuance as Optioned Shares under the Plan as provided in Section 2.2;

(jj) Regulatory Approval means the approval of the TSXV and any other securities regulatory authority that has lawful jurisdiction over the Plan and any Options issued hereunder;

(kk) Securities Act means the Securities Act, R.S.B.C. 1996, c. 418, or any successor legislation;

(ll) Service Provider means a Person who is a bona fide Director, Officer, Employee, Management Corporation Employee, Consultant or Corporation Consultant, and also includes a company, of which 100% of the share capital is beneficially owned by one or more Service Providers;

(mm) Share Compensation Arrangement means any Option under this Plan but also includes any other stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares to a Service Provider;

(nn) Shareholder Approval means approval by a majority of the votes cast by eligible shareholders of the Corporation at a duly constituted shareholders’ meeting;

(oo) Take Over Bid means a take over bid as defined in Multilateral Instrument 62-104 (Takeover Bids and Issuer Bids) or the analogous provisions of securities legislation applicable to the Corporation;

(pp) TSXV means the TSX Venture Exchange and any successor thereto; and

(qq) TSXV Policies means the rules and policies of the TSXV as amended from time to time.

Other Words and Phrases

1.3 Words and phrases used in this Plan but which are not defined in the Plan, but are defined in the TSXV Policies (and, if applicable, NEX Policies), will have the meaning assigned to them in the TSXV Policies (and, if applicable, NEX Policies).

Gender

1.4 Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa. ARTICLE 2 SHARE OPTION PLAN

Establishment of Share Option Plan

2.1 The Plan is hereby established to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Corporation and its Affiliates.

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Maximum Plan Shares

2.2 The maximum aggregate number of Plan Shares that may be reserved for issuance under the Plan at any point in time is 10% of the Outstanding Shares at the time Plan Shares are reserved for issuance as a result of the grant of an Option, less any Common Shares reserved for issuance under share options granted under Share Compensation Arrangements other than this Plan, unless this Plan is amended pursuant to the requirements of the TSXV Policies (and, if applicable, NEX Policies).

Eligibility

2.3 Options to purchase Common Shares may be granted hereunder to Service Providers from time to time by the Board. Service Providers that are not individuals will be required to undertake in writing not to effect or permit any transfer of ownership or option of any of its securities, or to issue more of its securities (so as to indirectly transfer the benefits of an Option), as long as such Option remains outstanding, unless the written permission of the TSXV and the Corporation is obtained.

Options Granted Under the Plan

2.4 All Options granted under the Plan will be evidenced by an Option Commitment in the form attached as Schedule A, showing the number of Optioned Shares, the term of the Option, a reference to vesting terms, if any, and the Exercise Price.

2.5 Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of an Option Commitment made hereunder.

Limitations on Issue

2.6 Subject to Section 2.10, the following restrictions on issuances of Options are applicable under the Plan:

(a) no Service Provider can be granted an Option if that Option would result in the total number of Options, together with all other Share Compensation Arrangements granted to such Service Provider in the previous 12 months, exceeding 5% of the Outstanding Shares (unless the Corporation has obtained Disinterested Shareholder Approval under Section 2.10 (a)(iii) to do so);

(b) the aggregate number of Options granted to Service Providers conducting Investor Relations Activities in any 12-month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSXV (or NEX, as the case may be); and

(c) the aggregate number of Options granted to any one Consultant in any 12-month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSXV.

Options Not Exercised

2.7 In the event an Option granted under the Plan expires unexercised or is terminated by reason of dismissal of the Optionee for cause or is otherwise lawfully cancelled prior to exercise of the Option, the Optioned Shares that were issuable thereunder will be returned to the Plan and will be eligible for reissuance.

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Powers of the Board

2.8 The Board will be responsible for the general administration of the Plan and the proper execution of its provisions, the interpretation of the Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to:

• (a) allot Common Shares for issuance in connection with the exercise of Options;

• (b) grant Options hereunder;

(c) subject to any necessary Regulatory Approval, amend, suspend, terminate or discontinue the Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of the Plan will, without the prior written consent of all Optionees, alter or impair any Option previously granted under the Plan unless the alteration or impairment occurred as a result of a change in the TSXV Policies or the Corporation’s tier classification thereunder;

(d) delegate all or such portion of its powers hereunder as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of the Plan so delegated to the same extent as the Board is hereby authorized so to do; and

(e) amend this Plan (except for previously granted and outstanding Options) to reduce the benefits that may be granted to Service Providers (before a particular Option is granted) subject to the other terms hereof.

Amendment of the Plan by the Board of Directors

2.9 Subject to the requirements of the TSXV Policies (or, if applicable, NEX policies) and the prior receipt of any necessary Regulatory Approval, the Board may in its absolute discretion, amend or modify the Plan or any Option granted as follows:

• (a) it may make amendments which are of a typographical, grammatical or clerical nature only;

• (b) it may change the vesting provisions of an Option granted hereunder, subject to prior written approval of the TSXV, if applicable;

(c) it may change the termination provision of an Option granted hereunder which does not entail an extension beyond the original Expiry Date of such Option;

(d) it may make amendments as are necessary or desirable as a result of changes in laws, regulations or policies applicable to the Corporation, including, without limiting the foregoing, applicable securities laws and stock exchange policies;

(e) if the Corporation becomes listed or quoted on a stock exchange or stock market senior to the TSXV, it may make such amendments as may be required by the policies of such senior stock exchange or stock market; and (f) it may make such amendments as reduce, and do not increase, the benefits of this Plan to Service Providers.

Terms or Amendments Requiring Disinterested Shareholder Approval

2.10 The Corporation will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:

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(a) the Plan, together with all of the Corporation’s other previous Share Compensation Arrangements, could result at any time in:

(i) the aggregate number of Common Shares reserved for issuance under Options granted to Insiders exceeding 10% of the Outstanding Shares in the event that this Plan is amended to reserve for issuance more than 10% of the Outstanding Shares;

(ii) the number of Optioned Shares issued to Insiders within a one-year period exceeding 10% of the Outstanding Shares in the event that this Plan is amended to reserve for issuance more than 10% of the Outstanding Shares; or

(iii) the issuance to any one Optionee, within a 12-month period, of a number of Common Shares exceeding 5% of the Outstanding Shares; or

(b)

any reduction in the Exercise Price of an Option previously granted to an Insider.

Options Granted Under the Corporation’s Previous Share Option Plans

2.11 Any option granted pursuant to a stock option plan previously adopted by the Board which is outstanding at the time this Plan comes into effect shall be deemed to have been issued under this Plan and shall, as of the date this Plan comes into effect, be governed by the terms and conditions hereof. ARTICLE 3 TERMS AND CONDITIONS OF OPTIONS

Exercise Price

3.1 The Exercise Price of an Option will be set by the Board at the time such Option is allocated under the Plan, and cannot be less than the Discounted Market Price.

Term of Option

3.2 An Option can be exercisable for a maximum of 10 years from the Effective Date.

Option Amendment

3.3 Subject to Section 2.10(b), the Exercise Price of an Option may be amended only if at least six (6) months have elapsed since the later of the date of commencement of the term of the Option, the date the Common Shares commenced trading on the TSXV, or the date of the last amendment of the Exercise Price.

3.4 An Option must be outstanding for at least one year before the Corporation may extend its term, subject to the limits contained in Section 3.2.

3.5 Any proposed amendment to the terms of an Option must be approved by the TSXV prior to the exercise of such Option.

Vesting of Options

3.6 Subject to Section 3.7, vesting of Options shall be at the discretion of the Board and, with respect to any particular Options granted under the Plan, in the absence of a vesting schedule being specified at the time of grant, all such Options shall vest immediately. Where applicable, vesting of Options will generally be subject to:

(a) the Service Provider remaining employed by or continuing to provide services to the Corporation or any of its Affiliates as well as, at the discretion of the Board, achieving certain

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milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Corporation or any of its Affiliates during the vesting period; or

(b) the Service Provider remaining as a Director of the Corporation or any of its Affiliates during the vesting period.

Vesting of Options Granted to Consultants Conducting Investor Relations Activities

3.7 Notwithstanding Section 3.6, Options granted to Consultants conducting Investor Relations Activities will vest:

(a) over a period of not less than 12 months as to 25% on the date that is three months from the date of grant, and a further 25% on each successive date that is three months from the date of the previous vesting; or

(b) such longer vesting period as the Board may determine.

Effect of Take Over Bid

3.8 If a Take Over Bid is made to the shareholders generally then the Corporation shall immediately upon receipt of notice of the Take Over Bid, notify each Optionee currently holding an Option of the Take Over Bid, with full particulars thereof whereupon such Option may, notwithstanding Sections 3.6 and 3.7 or any vesting requirements set out in any Option Commitment, be immediately exercised in whole or in part by the Optionee, subject to approval of the TSXV (or NEX, as the case may be) for vesting requirements imposed by the TSXV Policies.

Acceleration of Vesting on Change of Control

3.9 In the event of a Change of Control occurring, Options granted and outstanding, which are subject to vesting provisions, shall be deemed to have immediately vested upon the occurrence of the Change of Control, subject to approval of the TSXV (or NEX, as the case may be) for vesting requirements imposed by the TSXV Policies.

Extension of Options Expiring During Blackout Period

3.10 Should the Expiry Date for an Option fall within a Blackout Period, or within nine (9) Business Days following the expiration of a Blackout Period, such Expiry Date shall, subject to approval of the TSXV (or NEX, as the case may be), be automatically extended without any further act or formality to that day which is the tenth (10th) Business Day after the end of the Blackout Period, such tenth Business Day to be considered the Expiry Date for such Option for all purposes under the Plan. Notwithstanding Section 2.8, the tenth Business Day period referred to in this Section 3.10 may not be extended by the Board.

Optionee Ceasing to be Director, Employee or Service Provider

3.11 Options may be exercised after the Service Provider has left his/her employ/office or has been advised his/her services are no longer required or his/her service contract has expired, except as follows:

(a) in the case of the death of an Optionee, any vested Option held by him at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option;

(b) an Option granted to any Service Provider will expire within 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option), after the date the Optionee

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ceases to be employed by or provide services to the Corporation, but only to the extent that such Option has vested at the date the Optionee ceased to be so employed by or to provide services to the Corporation; and

(c) in the case of an Optionee being dismissed from employment or service for cause, such Optionee’s Options, whether or not vested at the date of dismissal will immediately terminate without right to exercise same.

Non Assignable

3.12 Subject to Section 3.11, all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.

Adjustment of the Number of Optioned Shares

3.13 The number of Common Shares subject to an Option will be subject to adjustment in the events and in the manner following:

(a) in the event of a subdivision of Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a greater number of Common Shares, the Corporation will thereafter deliver at the time of purchase of Optioned Shares hereunder, in addition to the number of Optioned Shares in respect of which the right to purchase is then being exercised, such additional number of Common Shares as result from the subdivision without an Optionee making any additional payment or giving any other consideration therefor;

(b) in the event of a consolidation of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a lesser number of Common Shares, the Corporation will thereafter deliver and an Optionee will accept, at the time of purchase of Optioned Shares hereunder, in lieu of the number of Optioned Shares in respect of which the right to purchase is then being exercised, the lesser number of Common Shares as result from the consolidation;

(c) in the event of any change of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, the Corporation will thereafter deliver at the time of purchase of Optioned Shares hereunder the number of shares of the appropriate class resulting from the said change as an Optionee would have been entitled to receive in respect of the number of Common Shares so purchased had the right to purchase been exercised before such change;

(d) in the event of a capital reorganization, reclassification or change of outstanding equity shares (other than a change in the par value thereof) of the Corporation, a consolidation, merger or amalgamation of the Corporation with or into any other company or a sale of the property of the Corporation as or substantially as an entirety at any time while an Option is in effect, an Optionee will thereafter have the right to purchase and receive, in lieu of the Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale which the holder of a number of Common Shares equal to the number of Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option would have received as a result thereof. The subdivision or consolidation of Common Shares at any time outstanding (whether with or without par value) will not be deemed to be a capital reorganization or a reclassification of the capital of the Corporation for the purposes of this Section 3.13;

(e) an adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this section are cumulative;

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(f) the Corporation will not be required to issue fractional shares in satisfaction of its obligations hereunder. Any fractional interest in a Common Share that would, except for the provisions of this Section 3.13, be deliverable upon the exercise of an Option will be cancelled and not be deliverable by the Corporation; and

(g) if any questions arise at any time with respect to the Exercise Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in this Section 3.13, such questions will be conclusively determined by the Corporation’s auditors, or, if they decline to so act, any other firm of Chartered Accountants, in Toronto, Ontario (or in the city of the Corporation’s principal executive office) that the Corporation may designate and who will be granted access to all appropriate records and such determination will be binding upon the Corporation and all Optionees.

ARTICLE 4 COMMITMENT AND EXERCISE PROCEDURES

Option Commitment

4.1 Upon grant of an Option hereunder, an authorized officer of the Corporation will deliver to the Optionee an Option Commitment detailing the terms of such Options and upon such delivery the Optionee will be subject to the Plan and have the right to purchase the Optioned Shares at the Exercise Price set out therein subject to the terms and conditions hereof, including any additional requirements contemplated with respect to the payment of required withholding taxes on behalf of the Optionees.

Manner of Exercise

• 4.2 An Optionee who wishes to exercise his Option may do so by delivering

(a) a written notice to the Corporation specifying the number of Optioned Shares being acquired pursuant to the Option; and

(b) a certified cheque, wire transfer or bank draft payable to the Corporation for the aggregate Exercise Price for the Optioned Shares being acquired.

Tax Withholding and Procedures

4.3 Notwithstanding anything else contained in this Plan, the Corporation may, from time to time, implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law. Without limiting the generality of the foregoing, an Optionee who wishes to exercise an Option must, in addition to following the procedures set out in Section 4.2 and elsewhere in this Plan, and as a condition of exercise:

(a) deliver a certified cheque, wire transfer or bank draft payable to the Corporation for the amount determined by the Corporation to be the appropriate amount on account of such taxes or related amounts; or

(b) otherwise ensure, in a manner acceptable to the Corporation (if at all) in its sole and unfettered discretion, that the amount will be securely funded; and must in all other respects follow any related procedures and conditions imposed by the Corporation.

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Delivery of Option Shares and Hold Periods

4.4 As soon as practicable after receipt of the notice of exercise described in Section 4.2 and payment in full for the Optioned Shares being acquired, the Corporation will direct its transfer agent to issue to the Optionee the appropriate number of Optioned Shares. If the Optionee is an Insider or the exercise price is set below the Market Price (as defined in the TSXV Policies) of the Common Shares on the TSXV at the time of grant, the certificate representing the Optioned Shares or written notice in the case of uncertificated shares will include a legend stipulating that the Optioned Shares issued are subject to a four-month TSXV hold period commencing the date of the Option Commitment.

ARTICLE 5 GENERAL

Employment and Services

5.1 Nothing contained in the Plan will confer upon or imply in favour of any Optionee any right with respect to office, employment or provision of services with the Corporation, or interfere in any way with the right of the Corporation to lawfully terminate the Optionee’s office, employment or service at any time pursuant to the arrangements pertaining to same. Participation in the Plan by an Optionee is voluntary.

No Representation or Warranty

5.2 The Corporation makes no representation or warranty as to the future market value of Common Shares issued in accordance with the provisions of the Plan or to the effect of the Income Tax Act (Canada) or any other taxing statute governing the Options or the Common Shares issuable thereunder or the tax consequences to a Service Provider. Compliance with applicable securities laws as to the disclosure and resale obligations of each Participant is the responsibility of each Participant and not the Corporation.

Interpretation

5.3 The Plan will be governed and construed in accordance with the laws of the Province of Ontario.

Continuation of Plan

5.4 The Plan will become effective from and after November 8, 2022, and will remain effective provided that the Plan, or any amended version thereof receives Shareholder Approval at each annual general meeting of the holders of Common Shares of the Corporation subsequent to November 8, 2022.

Amendment of the Plan

5.5 The Board reserves the right, in its absolute discretion, to at any time amend, modify or terminate the Plan with respect to all Common Shares in respect of Options which have not yet been granted hereunder. Any amendment to any provision of the Plan will be subject to any necessary Regulatory Approvals unless the effect of such amendment is intended to reduce (but not to increase) the benefits of this Plan to Service Providers.

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SCHEDULE “A” SHARE OPTION PLAN

OPTION COMMITMENT

Notice is hereby given that, effective this _ day of ____, _ (the “Effective Date”) TRIGON METALS INC. (the “Corporation”) has granted to ______ (the “Optionee”), an Option to acquire __ Common Shares (“Optioned Shares”) up to 5:00 p.m. Toronto Time on the _ day of ____, __ (the “Expiry Date”) at an Exercise Price of Cdn$______ per share.

Optioned Shares are to vest immediately.

[OR]

Optioned Shares will vest as follows: [INSERT VESTING SCHEDULE] [INSERT VESTING TERMS]

The Option shall expire < > days after the Optionee ceases to be employed by or provide services to the Corporation.

The grant of the Option evidenced hereby is made subject to the terms and conditions of the Plan, which are hereby incorporated herein and form part hereof.

To exercise your Option, deliver a written notice specifying the number of Optioned Shares you wish to acquire, together with a certified cheque, wire transfer or bank draft payable to the Corporation for the aggregate Exercise Price. A certificate, or written notice in the case of uncertificated shares, for the Optioned Shares so acquired will be issued by the transfer agent as soon as practicable thereafter and may bear a minimum four month nontransferability legend from the date of this Option Commitment, the text of which is as follows. [Note: An Issuer may grant stock options without a hold period, provided the Option is not an Insider or the exercise price of the options is set at or above the market price of the Corporation’s shares. If a four month hold period is applicable, the following legend must be placed on the certificate or the written notice in the case of uncertificated shares.]

"WITHOUT PRIOR WRITTEN APPROVAL OF THE TSXV AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSXV OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL 12:00 A.M. (MIDNIGHT) ON [insert date 4 months from the date of grant]”.

The Corporation and the Optionee represent that the Optionee under the terms and conditions of the Plan is a bona fide Service Provider (as defined in the Plan), entitled to receive Options under the TSXV Policies (and, if applicable, the NEX policies).

The Optionee also acknowledges and consents to the collection and use of Personal Information (as defined in the Policies of the TSXV) by both the Corporation and the TSXV (or NEX, as the case may be) as more particularly set out in the Acknowledgement - Personal Information in use by the TSXV (or NEX, as the case may be) on the date of this Share Option Commitment.

TRIGON METALS INC.

Authorized Signatory

[insert name of optionee]

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SCHEDULE “B”

AUDIT COMMITTEE CHARTER

Audit Committee Charter

(Implemented pursuant to National Instrument 52-110)

This Charter has been adopted by the Board in order to comply with the Instrument and to more properly define the role of the Committee in the oversight of the financial reporting process of the Corporation. Nothing in this Charter is intended to restrict the ability of the Board or Committee to alter or vary procedures in order to comply more fully with the Instrument, as amended from time to time.

PART 1

Purpose: The purpose of the Committee is to:

• a) significantly improve the quality of the Corporation’s financial reporting; b) assist the Board to properly and fully discharge its responsibilities; c) provide an avenue of enhanced communication between the Board and external auditors; d) enhance the external auditor's independence; e) increase the credibility and objectivity of financial reports; and f) strengthen the role of the outside members of the Board by facilitating in depth discussions between Members, management and external auditors.

1.1 Definitions

"accounting principles" has the meaning ascribed to it in National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency ;

“Affiliate” means a Corporation that is a subsidiary of another Corporation or companies that are controlled by the same entity;

"audit services" means the professional services rendered by the Corporation's external auditor for the audit and review of the Corporation's financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements;

“Board” means the Board of Directors of the Corporation;

“Charter” means this audit committee charter;

“Corporation” means Trigon Metals Inc.;

“Committee" means the committee established by and among certain members of the Board for the purpose of overseeing the accounting and financial reporting processes of the Corporation and audits of the financial statements of the Corporation;

“Control Person” means any person that holds or is one of a combination of persons that holds a sufficient number of any of the securities of the Corporation so as to affect materially the control of the Corporation, or that holds more than 20% of the outstanding voting shares of the Corporation, except where there is evidence showing that the holder of those securities does not materially affect control of the Corporation;

"executive officer" means an individual who is:

• a) the Chair of the Corporation; b) the Vice-chair of the Corporation; c) the President of the Corporation;

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• d) the Vice-president in charge of a principal business unit, division or function including sales, finance or production;

• e) an officer of the Corporation or any of its subsidiary entities who performs a policy-making function in respect of the Corporation; or

• f) any other individual who performs a policy-making function in respect of the Corporation;

“financially literate” has the meaning set forth in Section 1.3;

"immediate family member" means a person’s spouse, parent, child, sibling, mother or father-in-law, son or daughter-in-law, brother or sister-in-law, and anyone (other than an employee of either the person or the person’s immediate family member) who shares the individual's home;

“independent” has the meaning set forth in Section 1.2;

“Instrument” means National Instrument 52-110;

"MD&A" has the meaning ascribed to it in the National Instrument;

“Member” means a member of the Committee;

"National Instrument 51-102" means National Instrument 51-102 Continuous Disclosure Obligations ;

"non-audit services" means services other than audit services;

1.2 Meaning of Independence

1. A Member is independent if the Member has no direct or indirect material relationship with the Corporation.

2. For the purposes of subsection 1, a material relationship means a relationship which could, in the view of the Board, reasonably interfere with the exercise of a Member's independent judgement.

3. Despite subsection 2 and without limitation, the following individuals are considered to have a material relationship with the Corporation:

4. a) a Control Person of the Corporation; b) an Affiliate of the Corporation; and c) an employee of the Corporation.

1.3 Meaning of Financial Literacy -- For the purposes of this Charter, 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 Corporation’s financial statements.

PART 2

2.1 Audit Committee – The Board has hereby established the Committee for, among other purposes, compliance with the Instrument.

2.2 Relationship with External Auditors – The Corporation will henceforth require its external auditor to report directly to the Committee and the Members shall ensure that such is the case.

2.3 Committee Responsibilities

1. The Committee shall be responsible for making the following recommendations to the Board:

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• a) the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation; and

• b) the compensation of the external auditor.

• The Committee shall be directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Corporation, including the resolution of disagreements between management and the external auditor regarding financial reporting.

This responsibility shall include:

• a) reviewing the audit plan with management and the external auditor;

• b) reviewing with management and the external auditor any proposed changes in major accounting policies, the presentation and impact of significant risks and uncertainties, and key estimates and judgements of management that may be material to financial reporting;

• c) questioning management and the external auditor regarding significant financial reporting issues discussed during the fiscal period and the method of resolution;

• d) reviewing any problems experienced by the external auditor in performing the audit, including any restrictions imposed by management or significant accounting issues on which there was a disagreement with management;

• e) reviewing audited annual financial statements, in conjunction with the report of the external auditor, and obtaining an explanation from management of all significant variances between comparative reporting periods;

• f) reviewing the post-audit or management letter, containing the recommendations of the external auditor, and management's response and subsequent follow up to any identified weakness;

• g) reviewing interim unaudited financial statements before release to the public;

• h) reviewing all public disclosure documents containing audited or unaudited financial information before release, including any prospectus, the annual report, the annual information form and management's discussion and analysis;

• i) reviewing any evaluation of internal controls by the external auditor, together with management's response;

• j) reviewing the terms of reference of the internal auditor, if any;

• k) reviewing the reports issued by the internal auditor, if any, and management's response and subsequent follow up to any identified weaknesses; and

• l) reviewing the appointments of the Chief Financial Officer and any key financial executives involved in the financial reporting process, as applicable.

• The Committee shall pre-approve all non-audit services to be provided to the Corporation or its subsidiary entities by the issuer's external auditor.

• The Committee shall review the Corporation’s financial statements, MD&A and annual and interim earnings press releases before the Corporation publicly discloses this information.

• The Committee shall ensure that adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements, and shall periodically assess the adequacy of those procedures.

• When there is to be a change of auditor, the Committee shall review all issues related to the change, including the information to be included in the notice of change of auditor called for under National Policy 31, and the planned steps for an orderly transition.

• The Committee shall review all reportable events, including disagreements, unresolved issues and consultations, as defined in the National Instrument, on a routine basis, whether or not there is to be a change of auditor.

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1. The Committee shall, as applicable, establish procedures for: a) the receipt, retention and treatment of complaints received by the issuer regarding accounting, internal accounting controls, or auditing matters; and

2. b) the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters.

3. As applicable, the Committee shall establish, periodically review and approve the Corporation’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the issuer, as applicable.

4. The responsibilities outlined in this Charter are not intended to be exhaustive. Members should consider any additional areas which may require oversight when discharging their responsibilities.

5. 2.4 De Minimis Non-Audit Services – The Committee shall satisfy the pre-approval requirement in subsection 2.3(3) if:

6. a) the aggregate amount of all the non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the issuer and its subsidiary entities to the issuer's external auditor during the fiscal year in which the services are provided;

7. b) the Corporation or the relevant subsidiary of the Corporation, as the case may be, did not recognize the services as non-audit services at the time of the engagement; and

8. c) the services are promptly brought to the attention of the Committee and approved by the Committee or by one or more of its members to whom authority to grant such approvals has been delegated by the Committee, prior to the completion of the audit.

2.5 Delegation of Pre-Approval Function

1. The Committee may delegate to one or more independent Members the authority to pre-approve non-audit services in satisfaction of the requirement in subsection 2.3(3).

2. The pre-approval of non-audit services by any Member to whom authority has been delegated pursuant to subsection 1 must be presented to the Committee at its first scheduled meeting following such pre-approval.

PART 3

3.1 Composition

1. The Committee shall be composed of a minimum of three Members.

2. Every Member shall be a director of the issuer.

3. The majority of Members shall be independent.

4. Every audit committee member shall be financially literate.

PART 4

• 4.1 Authority – Until the replacement of this Charter, the Committee shall have the authority to:

• a) engage independent counsel and other advisors as it determines necessary to carry out its duties,

• b) set and pay the compensation for any advisors employed by the Committee, c) communicate directly with the internal and external auditors; and

• d) recommend the amendment or approval of audited and interim financial statements to the Board.

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PART 5

5.1 Disclosure in Information Circular -- If management of the Corporation solicits proxies from the security holders of the Corporation for the purpose of electing directors to the Board, the Corporation shall include in its management information circular the disclosure required by Form 52-110F2 ( Disclosure by Venture Issuers) .

PART 6

6.1 Meetings

1. Meetings of the Committee shall be scheduled to take place at regular intervals and, in any event, not less frequently than quarterly.

2. Opportunities shall be afforded periodically to the external auditor, the internal auditor, if any, and to members of senior management to meet separately with the Members.

3. Minutes shall be kept of all meetings of the Committee.

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SCHEDULE “C” REQUEST FOR VOTING NUMBER FORM

Issuer/Corporation Name:	Trigon Metals Inc.
Meeting Date:	December 7, 2022
Registered Holder or Appointee Name1:	___________ (First Name, Last Name exactly as indicated by the Registered Holder that appointed you)
Registered Holder or Appointee Email Address:	___________
Registered Holder or Appointee Phone Number:	___________
Name of the Appointing Registered Holder:	___________
Name of the Securityholder Who Appointed You2:	___________
CUID3:	___________
PLEASE RETURN THE COMPLETED FORM TO TSXTRUSTPROXYVOTING@TMX.COM This form can also be accessed online at:https://tsxtrust.com/resource/en/75. Please note that if the information you have provided does not match the information we have on file or is incomplete, TSX Trust may contact you for further information.

(1) The person who will be voting at the Meeting.

• (2) If the securityholder who appointed you is a beneficial holder (i.e. they hold their securities through a broker/financial institution) please indicate the CUID code.

(3) 4 digit code located on the Voting Instruction Form, used to identify the financial institution/participant.

39 | P a g e

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Trigon Metals Inc.

Consolidated Financial Statements

For the years ended March 31, 2022 and 2021

(Expressed in Canadian Dollars)

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Independent Auditor’s Report

To the Shareholders of Trigon Metals Inc.

Opinion

We have audited the consolidated financial statements of Trigon Metals Inc. and its subsidiaries (the “Company”), which comprise the consolidated statements of financial position as at March 31, 2022 and 2021, and the consolidated statements of loss and comprehensive loss, consolidated statements of changes in shareholders’ equity and consolidated statements of 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 consolidated financial position of the Company as at March 31, 2022 and 2021 and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards (“IFRS”).

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the 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. We have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company incurred a net loss during the year ended March 31, 2022 and, as of that date, the Company’s current liabilities exceeded its current assets. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that material uncertainties exist that cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other information

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.

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

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially

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Page 1

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inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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 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 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 judgement 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 risks 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.

Page 2

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

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

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

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

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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 of the audit resulting in this independent auditor’s report is Chris Milios.

McGovern Hurley LLP

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Chartered Professional Accountants Licensed Public Accountants

Toronto, Ontario July 28, 2022

Page 3

Trigon Metals Inc. Consolidated Statements of Financial Position

(Expressed in Canadian dollars)

Expressed in Canadian dollars)
As at	Notes	March 31, 2022	March 31,2021
ASSETS
Current assets
Cash		$ 399,514	$ 3,332,334
Amounts receivable	4	2,301,171	56,557
Prepaid expenses	5	528,129	26,044
Total current assets		3,228,814	3,414,935
Non-current assets
Property and equipment	6	19,441,201	388,372
Total Assets		$ 22,670,015	$ 3,803,307
LIABILITIES
Current
Accounts payable and accrued liabilities	7,14	$ 5,707,337	$ 437,457
Lease liability	17	1,053,160	-
Loan payable	16	970,300	-
Acquisition feespayable	8,11,13	677,637	837,776
Total current liabilities		8,408,434	1,275,233
Non-current liabilities
Loan payable	16	2,085,469	-
Acquisition feespayable	8,11,13	1,089,874	1,015,729
Total Liabilities		$ 11,583,777	$ 2,290,962
EQUITY
Equity attributable to shareholders of Trigon Metals	Inc.:
Share capital	11	59,637,034	45,636,145
Warrants	12	3,916,756	2,490,361
Contributed surplus	12	1,797,441	745,037
Deficit		(52,996,476)	(46,741,166)
Total equity attributable to shareholders of Trigon
Metals Inc.		12,354,755	2,130,377
Non-controllinginterest		(1,268,517)	(618,032)
Total Equity		11,086,238	1,512,345
Total Liabilities and Equity		$ 22,670,015	$ 3,803,307
Nature of operation and going concern (note 1)
Commitments and contingencies (note 15,16,19)
Subsequent events (note 19)

Approved by the Board of Directors on July 28, 2022.

“Jed Richardson” “Larisa Sprott” _______Jed Richardson _______Larisa Sprott Director Director

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

Page | 4

Trigon Metals Inc. Consolidated Statements of Loss and Comprehensive Loss

( Expressed in Canadian dollars)

		Year ended	Year ended
		March 31,
Notes		2022		2021
Expenses
Consulting fees	14	$ 3,118,588	$	788,877
Professional fees		161,770		117,960
Share-based payments	12	1,203,200		-
Travel and related costs		332,474		418
Investors relations, promotion and filing fees		403,926		193,022
General and administrative costs		532,286		128,280
Exploration and evaluation expenditures	8	901,357		4,981,660
Depreciation	6	246,004		18,423
Foreign exchange(gain)loss		(79,430)		13,929
Total expenses before the undernoted		$ 6,820,175	$	6,242,569
Other income (expense)
Interest income		6,263		3,962
Interest expense		-		(16,283)
Other income		39,257		23,243
Gain (loss) on disposal of equipment		8,236		(42,348)
Finance charges	16	(318,891)		-
Impairment of receivables		(15,057)		(115,621)
Accretion expenses	13	(114,006)		(114,847)
Net loss and comprehensive loss		$(7,214,373)	$(6,504,463)
Net loss and comprehensive loss attributable to:
Shareholders of Trigon Metals Inc.		$ (6,513,888)	$ (6,374,773)
Non-controllinginterest		(700,485)		(129,690)
		$(7,214,373)	$ (6,504,463)
Loss per share
Basic and diluted		(0.05)		(0.06)
Weighted average number of common
shares outstanding
Basic and diluted		143,338,947	102,832,589

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

Page | 5

Expressed in Canadian dollars) Notes Number of common shares Share Capital Contributed surplus Warrants Deficit Total shareholders’ equity Non- controlling interest Total equity Attributable to equity owners of Trigon Metals Inc.	Balance as at March 31, 2020 90,466,859 40,239,927 834,647 1,831,520 (40,773,424) 2,132,670 (488,342) 1,644,328 Net loss for the year - - - - (6,374,773) (6,374,773) (129,690) (6,504,463) Shares issued for property 11,13 6,300,000 787,500 - - - 787,500 - 787,500 Private placements 11 15,310,998 5,356,849 - - - 5,356,849 - 5,356,849 Warrants issued 11,12 - (1,206,955) - 1,206,955 - - - - Share and warrant issue costs 11,12 - (378,453) - (127,083) - (505,536) - (505,536) Broker warrants issued 11,12 - (64,584) - 64,584 - - - - Warrants exercised 11,12 3,914,166 720,167 - - - 720,167 - 720,167 Value of warrants exercised 11,12 - 157,244 - (157,244) - - - - Warrants expired unexercised 12 - - - (333,582) 333,582 - - - Reversal of issue costs on expired warrants 12 - - - 5,211 (5,211) - - - Options exercised 11,12 75,000 13,500 - - - 13,500 - 13,500 Value of options exercised 11,12 - 10,950 (10,950) - - - - - Options expired unexercised 12 - - (78,660) - 78,660 - - -	Balance as at March 31, 2021 116,067,023 45,636,145 745,037 2,490,361 (46,741,166) 2,130,377 (618,032) 1,512,345 Net loss for the year - - - - (6,513,888) (6,513,888) (700,485) (7,214,373) Private placements 11 29,188,807 11,317,457 - - - 11,317,457 - 11,317,457 Warrants issued 11,12 - (2,256,157) - 2,256,157 - - - - Broker warrants issued 11,12 - (226,720) - 226,720 - - - - Share and warrant issue costs 11,12 - (469,807) - (116,215) - (586,022) - (586,022) Warrants exercised 11,12 24,350,372 4,727,431 - - - 4,727,431 - 4,727,431 Value of warrants exercised 11,12 - 892,385 - (892,385) - - - - Warrants expired 11,12 - - - (47,882) 47,882 - - - Options granted 12 - - 1,270,400 - - 1,270,400 - 1,270,400 Options exercised 11,12 50,000 9,000 - - - 9,000 - 9,000 Value of options exercised 11,12 - 7,300 (7,300) - - - - - Options expired unexercised 12 - - (210,696) - 210,696 - - - Issuance of non-controlling interest 13 - - - - - - 50,000 50,000	Balance as at March 31, 2022 169,656,202 59,637,034 1,797,441 3,916,756 (52,996,476) 12,354,755 (1,268,517) 11,086,238	The accompanying notes are an integral part of these consolidated financial statements.

Page | 6

Trigon Metals Inc. Consolidated Statements of Cash Flows

(Expressed in Canadian dollars)

Trigon Metals Inc. Consolidated Statements of Cash Flows Expressed in Canadian dollars)
			Year ended	March	31,
	Notes		2022		2021
Cash provided by (used in):
Operating activities
Net loss for the year		$	(7,214,373)	$	(6,504,463)
Adjustments for items not affecting cash:
Acquisition of exploration and evaluation property	13		-		3,362,351
Depreciation	6		246,004		18,423
Interest expense			601		16,283
Accretion expense	13		114,006		114,847
(Gain) loss on disposal of property and equipment	6		(8,236)		42,442
Write off receivables			-		115,621
Unrealized foreign exchange gain			-		(21,491)
Share-based payments	12		1,203,200		-
Net cash from operating activities before
changes in working capital			(5,658,798)		(2,855,987)
Net changes in non-cash working capital
Change in amounts receivable			(2,245,215)		(93,852)
Change in prepaid expenses			(502,085)		(5,434)
Change in accountspayable and accrued liabilities			5,069,880		75,248
Net cash flows used in operating activities			(3,336,218)		(2,880,025)
Investing activities
Purchase of property and equipment	6		(17,270,027)		(162,810)
Proceeds on disposal of property and equipment	6		8,236		38,314
Acquisition of exploration and evaluation property	13		-		(865,122)
Equipment received from acquisition of exploration and evaluation properties	13		-		94
Cash indebtedness received from acquisition of exploration and evaluation properties	13		-		(13)
Net cash flows used in investing activities			(17,261,791)		(989,537)
Financing activities
Proceeds from private placements	11		11,317,457		5,356,849
Shares issued from warrants exercised	11,12		4,727,431		720,167
Shares issued from options exercised	11,12		9,000		13,500
Share and warrant issuance costs	11		(586,022)		(505,536)
Loan repaid	16		-		(434,505)
Loan received	16		3,436,400		-
Debt issuance costs	16		(380,631)		-
Lease liability payments	17		(858,446)		-
Net cash flowsprovided by financing activities			17,665,189		5,150,475
Increase in cash during the year			(2,932,820)		1,280,913
Cash - Beginningofyear			3,332,334		2,051,421
Cash - End ofyear		$	399,514	$	3,332,334
Supplemental information
Shares and finder shares issued for property acquisition	11,13	$	-	$	787,500
Broker warrants issued	12		226,720		64,584
Acquisition of right of use assets	6		2,028,806		-
Stock options granted in relation to lease liability	17		67,200		-
Gazania shares issued in relation to lease liability	17		50,000

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

Page | 7

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Trigon Metals Inc. (the “Company” or “Trigon”) was incorporated under the Business Corporations Act of Canada on April 1, 2005. On December 28, 2016, the Company changed its name from Kombat Copper Inc. to Trigon Metals Inc. and its stock symbol from “KBT” to “TM”. The Company’s head office is located at 130 Queens Quay East, Suite 1224, Toronto, Ontario, M5A 0P6.

These consolidated financial statements were reviewed, approved and authorized for issue by the Board of Directors on July 28, 2022.

The principal business activities of Trigon and its subsidiaries (collectively, the “Company”) are the acquisition, maintenance, exploration and development of mines and mineral properties on the African continent. The business of exploring for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. Significant time and major expenses may be required to establish ore reserves, to develop metallurgical processes, to acquire construction and operating permits and to construct mining and processing facilities. The recoverability of the amounts shown for property and equipment is dependent upon the Company obtaining the necessary financing to complete the exploration, evaluation and development of its properties, the discovery of economically recoverable reserves and future profitable operations, or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis.

Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of operations of such properties, these procedures do not guarantee the Company's title. Property title may be subject to government licensing requirements or regulations, unregistered prior agreements, unregistered claims, indigenous claims, and non-compliance with regulatory, social and environmental requirements. The Company’s property interests may also be subject to increases in taxes and royalties, renegotiation of contracts, political uncertainty and currency exchange fluctuations and restrictions.

Going concern

These consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. A different basis of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As at March 31, 2022, the Company had a negative working capital of $5,179,620 compared with a positive working capital of $2,139,702 as at March 31, 2021. During the year ended March 31, 2022, the Company incurred a net loss of $7,214,373 (2021: $6,504,463). The Company’s continuation as a going concern is dependent upon the successful results from its mineral property exploration and development activities and its ability to attain profitable operations and generate funds there from and/or raise equity capital or borrowings sufficient to meet current and future obligations. Management intends to finance operating costs over the next twelve months with current cash on hand, potential proceeds from the exercise of warrants/stock options, further private placements and borrowings, if available (see note 19). During fiscal 2022 and 2021, the Company was able to raise funds through financings. However, there is no assurance that additional financing will be available on terms acceptable to the Company, or at all. These matters represent material uncertainties that cast significant doubt on the Company’s ability to continue as a going concern. These consolidated financial statements do not reflect adjustments to the carrying value of assets and liabilities that would be necessary should the Company be unable to continue operations. Such adjustments could be material.

Novel Coronavirus (“COVID-19”)

The Company’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company’s operations and ability to finance its operations. Despite the severity of COVID-19 pandemic, there were no material impacts on the Company’s operations and finances for the years ended March 31, 2022 and 2021.

Page | 8

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES

Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”), applicable to the preparation of consolidated financial statements and in accordance with accounting policies based on IFRS standards and International Financial Reporting Interpretations Committee (“IFRIC”) interpretations. The Company has consistently applied the accounting policies used in the preparation of these consolidated financial statements throughout all periods presented, as if these policies had always been in effect.

Basis of preparation

These consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments, which are stated at their fair values. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. All amounts have been rounded to the nearest dollars, unless otherwise indicated.

Consolidation

These consolidated financial statements incorporate the accounts of Trigon Metals Inc. and its subsidiaries, PNT Financeco Corp. (Barbados) 100% (2021 – 100%), Kombat Holdings (Namibia) (Pty) Ltd. (Namibia) 100% (2021 - 100%), Trigon Mining (Namibia) (Pty) Ltd. (“Trigon Namibia”) (Namibia) 80% (2021 – 80%), Trigon (Morocco) Holding Corp. (Canada) 100% (2021 – 100%), Technomine Africa Sarl (“Technomine”) (Morocco) 100% (2021 – 100%) and Gazania Investments Nine (Pty) Ltd. (“Gazania”) (Namibia) 90% (2021 – 100%). All intercompany transactions, balances, income and expenses are eliminated on consolidation. The 20% of Trigon Namibia not owned by the Company is owned by the Namibia State Mining Company and a local Namibian partner. The 10% of Gazania Investments Nine (Pty) Ltd. is owned by a local Namibian partner.

Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases. These consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating inter-entity balances and transactions.

For non-wholly owned, controlled subsidiaries, the net assets attributable to outside equity shareholders are presented as “non-controlling interests” in the equity section of the consolidated statement of financial position. Profit for the period that is attributable to non-controlling interests is calculated based on the ownership of the minority shareholders in the subsidiary. Warrants and stock options issued by subsidiaries, exercisable into subsidiary shares, are presented as a component of non-controlling interest in the consolidated statement of financial position.

When the Company ceases to have control, any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.

The partial disposal of an interest resulting in loss of control meets the definition of a disposal group. A disposal group qualifies as a discontinued operation if it is a component of an entity that either has been disposed of, or is classified as held for sale, and:

• Represents a separate major line of business or geographical area of operations;

• Is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or

• Is a subsidiary acquired exclusively with a view to resale.

Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the consolidated statement of loss.

Page | 9

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign currency transactions

The functional currency of an entity is the currency of the primary economic environment in which the entity operates. The Canadian dollar has been determined as the functional currency of the Company and all subsidiaries, and is the currency in which funds from financing activities (i.e. issuing debt and equity instruments) are generated and because the activities of the foreign operation are carried out as an extension of the reporting entity, rather than being carried out with a significant degree of autonomy.

Foreign currency transactions are translated into the functional currency of the entity in which they occur using the exchange rates prevailing at the dates of transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation of monetary assets and liabilities denominated in currencies other than functional currency at period-end exchange rates are recognized in the consolidated statement of loss.

Mine development assets

Mine development assets are accumulated separately for each area of interest in which economically recoverable reserves have been identified. These assets are comprised of expenditures directly attributable to the construction of a mine and the related infrastructure.

General and administration costs are allocated to a development asset only to the extent that those costs can be related directly to development activities in the relevant areas of interest.

No amortization is recognized in respect of development properties until they are at the end of the commissioning phase, when the mine is capable of operating in the manner intended by management.

Production stage

A mine that is under construction is determined to enter the production stage when the project is in the location and condition necessary for it to be capable of operating in the manner intended by management.

When a mine development asset moves into the production stage, the capitalization of certain mine construction costs ceases and costs are either capitalized to inventory or expensed, except for capitalizable costs related to property, plant and equipment additions or improvements, open pit stripping activities that provide a future benefit or expenditures that meet the criteria for capitalization in accordance with International Accounting Standard 16 (“IAS”) 16 Property, Plant and Equipment.

Pre-production stripping costs are capitalized until an “other than de minimis” level of mineral is extracted, after which time such costs are either expensed, capitalized to inventory or, if it qualifies as an open pit stripping activity that provides a future benefit, capitalized to property, plant and equipment. Various relevant criteria are considered to assess when an “other than de minimis” level of mineral is produced. Some of the criteria considered would include, but not be limited to, the following:

• The amount of minerals mined versus total tons in the life of mine;

• The amount of ore tons mined versus total life of mine expected ore tons;

• The current stripping ratio versus the life of mine ratio; and

• The ore grade versus the life of mine grade.

Stripping costs incurred during the production stage of a pit are accounted for as costs of inventory produced during the period that the stripping costs are incurred, unless these costs are expected to provide future economic benefit to the identifiable component of the ore body. Components of the ore body are based on the distinct development phases identified by the mine planning engineers when determining the optimal development plan for the open pit. Production phase stripping costs generate a future economic benefit when the related stripping activity:

• Improves access to a component of the ore body to be mined in the future;

• Increases the fair value of the mine (or pit) as access to future mineral reserves becomes less costly; and

• Increases the production capacity or extends stripping.

Costs that are expected to generate a future economic benefit are capitalized as open pit mine development costs.

Page | 10

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Mine development costs are depreciated on a unit of production basis whereby the denominator is the estimated tons of lithium in proven and probable reserves and the portion of resources considered probable of economic extraction based on the current life of mine plan in the current component of the ore body that has been made more accessible through the strip activity and all future components in the current plan that benefit from the particular stripping activity. Mine development assets are depreciated once the operation has entered production and the future economic benefit is being derived.

Property and equipment

Property and equipment are carried at cost, less accumulated depreciation and impairment losses. The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the assets to a working condition for their intended use, the initial estimate of the rehabilitation provisions, and for qualifying assets, borrowing costs. The purchase price or construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire the asset. Costs associated with the commissioning of new assets, in the period before they are operating in the way intended by management, are capitalized, net of any pre-production revenues. All property and equipment, with the exception of land and buildings, are depreciated on a straight-line basis over three to five years. Land is not depreciated and buildings are depreciated over 40 years.

Significant components of the property and equipment are recorded and depreciated separately. Residual values, method of depreciation and the useful lives of assets are revised annually and adjusted prospectively, if appropriate, if there is an indicator of a significant change since the last reporting date.

Impairment of non-financial assets

At the end of each reporting period, the Company reviews and evaluates the recoverable amount of its property and equipment and when events or changes in circumstances indicate that the carrying amounts of related assets or groups of assets might not be recoverable.

For the purpose of measuring recoverable amounts, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use (being the present value of the expected future cash flows of the relevant asset). Any resulting write-down of the excess of carrying value over the recoverable amount is charged to the consolidated statement of loss.

Exploration and evaluation expenditures

Exploration and evaluation expenditures comprise costs of the initial search for mineral deposits and performing a detailed assessment of deposits that have been identified as having economic potential. Exploration and evaluation costs are expensed as incurred and included in the consolidated statement of loss and until technical feasibility and commercial viability of extraction of reserves are demonstrable. Once a mine development decision has been made by the Company, subsequent expenditures incurred to develop the mine are capitalized to mine development assets. Exploration and evaluation costs include an allocation of administration and salary costs as determined by management.

Financial instruments

Financial assets

Initial recognition and measurement

Non-derivative financial assets within the scope of IFRS 9 are classified and measured as “financial assets at fair value”, as either fair value through profit or loss (“FVPL”) or fair value through other comprehensive income (“FVOCI”), and “financial assets at amortized costs”, as appropriate. The Company determines the classification of financial assets at the time of initial recognition based on the Company’s business model and the contractual terms of the cash flows.

All financial assets are recognized initially at fair value plus, in the case of financial assets not at FVPL, directly attributable transaction costs on the trade date at which the Company becomes a party to the contractual provisions of the instrument.

Page | 11

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Financial instruments (continued)

Financial assets (continued)

Subsequent measurement – financial assets at amortized cost

After initial recognition, financial assets measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the Effective Interest Rate (“EIR”) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The Company’s cash and amounts receivable are recorded at amortized cost.

Subsequent measurement – financial assets at FVPL

Financial assets measured at FVPL include financial assets management intends to sell in the short term and any derivative financial instrument that is not designated as a hedging instrument in a hedge relationship. Financial assets measured at FVPL are carried at fair value in the consolidated statements of financial position with changes in fair value recognized in other income or expense in the consolidated statements of loss. The Company does not measure any financial assets at FVPL.

Subsequent measurement – financial assets at FVOCI

Financial assets measured at FVOCI are non-derivative financial assets that are not held for trading and the Company has made an irrevocable election at the time of initial recognition to measure the assets at FVOCI. The Company does not measure any financial assets at FVOCI.

After initial measurement, investments measured at FVOCI are subsequently measured at fair value with unrealized gains or losses recognized in other comprehensive income or loss in the consolidated statements of comprehensive loss. When the investment is sold, the cumulative gain or loss is not reclassified to profit or loss.

Dividends from such investments are recognized in other income in the consolidated statements of loss when the right to receive payments is established.

Derecognition

A financial asset is derecognized when the contractual rights to the cash flows from the asset expire, or the Company no longer retains substantially all the risks and rewards of ownership.

Impairment of financial assets

The Company’s only financial assets subject to impairment are amounts receivable, which are measured at amortized cost. The Company has elected to apply the simplified approach to impairment as permitted by IFRS 9, which requires the expected lifetime loss to be recognized at the time of initial recognition of the receivable. To measure estimated credit losses, accounts receivable have been grouped based on shared credit risk characteristics, including the number of days past due. An impairment loss is reversed in subsequent periods if the amount of the expected loss decreases and the decrease can be objectively related to an event occurring after the initial impairment was recognized.

Financial liabilities

Initial recognition and measurement

Financial liabilities are measured at amortized cost, unless they are required to be measured at FVPL as is the case for held for trading or derivative instruments, or the Company has opted to measure the financial liability at FVPL. The Company’s financial liabilities include accounts payable and accrued liabilities, loan payable, and acquisition fees payable, which are each measured at amortized cost. All financial liabilities are recognized initially at fair value.

Subsequent measurement – financial liabilities at amortized cost

After initial recognition, financial liabilities measured at amortized cost are subsequently measured at the end of each reporting period at amortized cost using the EIR method. Amortized cost is calculated by taking into account any discount or premium on acquisition and any fees or costs that are an integral part of the EIR. The EIR amortization is included in the consolidated statement of loss.

Derecognition

A financial liability is derecognized when the obligation under the liability is discharged, cancelled or expires with any associated gain or loss recognized in other income or expense in the consolidated statements of loss.

Page | 12

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Lease liabilities and right-of-use assets

At inception of the contract, the Company assesses whether a contract is, or contains, a lease by evaluating if the contract conveys the right to control the use of an identified asset. For contracts that contain a lease, the Company recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted by any initial direct costs, and costs to dismantle and remove the underlying asset less any lease incentives. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the underlying asset or the end of the lease term. Under IFRS 16, right-of-use assets are tested for impairment in accordance with IAS 36 Impairment of Assets.

The lease liability is initially measured at the present value of lease payments to be paid subsequent to the commencement date of the lease, discounted either at the interest rate implicit in the lease or the Company's incremental borrowing rate. The lease payments measured in the initial lease liability include payments for an optional renewal period, if any, if the Company is reasonably certain that it will exercise a renewal extension option. The liability is measured at amortized cost using the effective interest method and will be remeasured when there is a change in either the future lease payments or assessment of whether an extension or other option will be exercised. The lease liability is subsequently adjusted for lease payments and interest on the obligation. Interest expense on the lease obligation is included in the consolidated statement of loss.

The Company has elected not to recognize right-of-use assets and lease liabilities for leases with a lease term of less than 12 months and low value assets and recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term, as permitted by IFRS 16.

The Company reports its right-of-use asset as part of property, plant and equipment on the consolidated statement of financial position. See Note 6 for continuity schedule of the right-of-use asset and Note 15 for lease liability.

Provisions

Provisions are recognized when: (i) the Company has a present obligation (legal or constructive) as a result of a past event, and (ii) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and (iii) a reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The Company had no material provisions as at March 31, 2022 and 2021.

Rehabilitation provision

The Company records the present value of estimated costs of legal and constructive obligations required to restore operating locations in the period in which the obligation is incurred. The nature of these restoration activities includes dismantling and removing structures, rehabilitating mines and tailings dams, dismantling operating facilities, closure of plant and waste sites, and restoration, reclamation and re-vegetation of affected areas.

The obligation generally arises when the asset is installed or the ground / environment is disturbed at the production location. When the liability is initially recognized, the present value of the estimated cost is capitalized by increasing the carrying amount of the related mining assets to the extent that it was incurred prior to the production of related ore. Over time, the discounted liability is increased for the change in present value based on the discount rates that reflect current market assessments and the risks specific to the liability. The periodic unwinding of the discount is recognized in the consolidated statement of loss as a finance cost. Additional disturbances or changes in rehabilitation costs will be recognized as additions or charges to the corresponding assets and rehabilitation liability when they occur. For closed sites, changes to estimated costs are recognized immediately in the consolidated statement of loss.

The Company had no material decommissioning obligations as at March 31, 2022 and 2021.

Page | 13

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income taxes

Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax expense is the expected tax payable on the taxable income for the period, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

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

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Cash

Cash is comprised of cash on hand and deposits that generally mature within 90 days from the date of acquisition.

Prepaid expenses

Prepaid expenses represent payments made or obligations incurred in advance of the receipt of goods or rendering of services.

Loss per share

Basic loss per share is calculated by dividing loss attributable to common shareholders by the weighted average number of common shares outstanding for the year. In the event of the Company reporting net profit, the diluted loss per share will be similar to basic loss per share, except that the denominator will be increased to include the number of additional shares that would have been outstanding if the dilutive potential common shares in connection with the issued share options and warrants had been issued using the treasury stock method. The Company’s options and warrants were anti-dilutive for the years ended March 31, 2022 and 2021.

Share-based payments

Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of goods or services received or the fair value of the equity instruments issued, if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received.

The fair value of share-based payments is determined using the Black-Scholes option pricing model. The compensation expense is recognized over the period during which the options vest based on the estimate of equity instruments expected to vest. Upon exercise of the stock options, consideration paid by the option holder together with the amount previously recognized in contributed surplus is recorded as an increase to share capital. Unexercised expired stock options are transferred to accumulated deficit.

Warrants

Warrants are recognized at fair value on the date of grant and are measured using the Black-Scholes option pricing model. Upon exercise of warrants, consideration paid by the warrant holder together with the amount previously recognized in warrants is recorded as an increase to share capital. Unexercised expired warrants are transferred to accumulated deficit.

Page | 14

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Contingencies

In assessing loss contingencies related to legal proceedings that are pending or unasserted claims that may result in such proceedings, the Company and its legal counsel evaluate the perceived merits of any legal proceedings or unasserted claims and the amount of relief sought or expected to be sought.

If the assessment of a contingency suggests that a loss is probable, the amount can be reliably estimated, and there is a present obligation as a result of a past event, then a loss is recorded. The details of a contingent loss are disclosed unless the possibility of any outflow in settlement is remote. Legal fees incurred with pending legal proceedings are expensed as incurred.

Operating segments

The Company has concluded that it has only one material operating segment (the development of its Namibian mining permits) for financial reporting purposes.

Future accounting changes

Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or IFRIC that are mandatory for annual accounting periods beginning on April 1, 2022, or later. Updates that are not applicable or are not consequential to the Company have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the Company.

IAS 1 – Presentation of Financial Statements (“IAS 1”) was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or non-current is based solely on a company’s right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company’s own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. The amendments are effective for annual periods beginning on January 1, 2023.

IAS 1 – In February 2021, the IASB issued ‘Disclosure of Accounting Policies’ with amendments that are intended to help preparers in deciding which accounting policies to disclose in their financial statements. The amendments are effective for year ends beginning on or after January 1, 2023.

IAS 8 – In February 2021, the IASB issued ‘Definition of Accounting Estimates’ to help entities distinguish between accounting policies and accounting estimates. The amendments are effective for year ends beginning on or after January 1, 2023.

IAS 12 – In May 2021, the IASB issued ‘Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction’ that clarifies how entities account for deferred tax on transactions such as leases and decommissioning obligations. The amendments are effective for year ends beginning on or after January 1, 2023.

IAS 16 – Property, Plant and Equipment (“IAS 16”) was amended. The amendments introduce new guidance, such that the proceeds from selling items before the related property, plant and equipment is available for its intended use can no longer be deducted from the cost. Instead, such proceeds are to be recognized in profit or loss, together with the costs of producing those items. The amendments are effective for annual periods beginning on January 1, 2022.

Page | 15

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Future accounting changes (continued)

IAS 37 – Provisions, Contingent Liabilities, and Contingent Assets (“IAS 37”) was amended. The amendments clarify that when assessing if a contract is onerous, the cost of fulfilling the contract includes all costs that relate directly to the contract – i.e., a full-cost approach. Such costs include both the incremental costs of the contract (i.e., costs a company would avoid if it did not have the contract) and an allocation of other direct costs incurred on activities required to fulfill the contract – e.g., contract management and supervision, or depreciation of equipment used in fulfilling the contract. The amendments are effective for annual periods beginning on January 1, 2022.

IFRS 3 – Business Combinations (“IFRS 3”) was amended. The amendments introduce new exceptions to the recognition and measurement principles in IFRS 3 to ensure that the update in references to the revised conceptual framework does not change which assets and liabilities qualify for recognition in a business combination. An acquirer should apply the definition of a liability in IAS 37 – rather than the definition in the Conceptual Framework – to determine whether a present obligation exists at the acquisition date as a result of past events. For a levy in the scope of IFRIC 21, the acquirer should apply the criteria in IFRIC 21 to determine whether the obligating event that gives rise to a liability to pay the levy has occurred by the acquisition date. In addition, the amendments clarify that the acquirer should not recognize a contingent asset at the acquisition date. The amendments are effective for annual periods beginning on January 1, 2022.

3. CRITICAL ACCOUNTING ESTIMATES AND MANAGEMENT JUDGMENTS

The preparation of the consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

The significant areas of judgment and estimation uncertainty considered by management in preparing the consolidated financial statements include:

Critical judgment in applying accounting policies:

• Assets’ carrying values and impairment charges

Events or changes in circumstances can give rise to significant impairment charges or reversals of impairment in a particular year. Management exercises its judgment in determining when such events or changes in circumstances have arisen and where such circumstances evidence a significant or prolonged decline of fair value on assets indicating impairment.

• Commercial production

The determination of when the mine is in a condition necessary for it to be capable of operating in the manner intended by management (referred to as “commercial production”) is a matter of judgment that will impact when the Company recognizes revenue and operating costs in the consolidated statement of loss and depreciation and depletion commence. In making this determination, management considered whether (a) the major capital expenditures to bring the mine to the condition necessary for it to be capable of operating in the manner intended by management had been completed; (b) a reasonable period of commissioning had been completed; (c) consistent operating results have been achieved at the previously budgeted level of design capacity; and (d) the transfer of operations from the construction personnel to operations personnel had been completed. As at March 31, 2022, management and the Board has not declared commercial production.

Page | 16

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

3. CRITICAL ACCOUNTING ESTIMATES AND MANAGEMENT JUDGMENTS (continued)

Critical judgment in applying accounting policies: (continued)

• Determination of functional currency

Based on the primary indicators in IAS 21 – The Effects of Change in Foreign Exchange Rates – the Canadian dollar has been determined as the functional currency of the Company and all subsidiaries as the Canadian dollar is the currency in which funds from financing activities (i.e. issuing debt and equity instruments) are generated and because the activities of the foreign operation are carried out as an extension of the reporting entity, rather than being carried out with a significant degree of autonomy. Effects of changes in foreign exchange rates are recorded as foreign exchange gain (loss) on the statement of loss. If the functional currency of the Namibian entities had been the Namibian dollar, the effect of changes in foreign exchange rates would have been reflected as other comprehensive income and carried as a cumulative translation adjustment within accumulated other comprehensive income in the equity section of the consolidated statement of financial position.

• Determination of discount rates

Determination of the discount rate for acquisition fees payable is based on comparison to similar interest bearing debt instruments of a group of comparative companies.

• Acquisitions

For acquisitions, the Company must make assumptions and estimates to determine the purchase price accounting of the assets and liabilities being acquired, as well as the expected outcomes of contingent items. To do so, the Company must determine the acquisition date fair value of the identifiable assets acquired and liabilities assumed. The determination of these fair market values is inherently subjective and requires judgment. In addition the Company must consider whether the acquisition of a subsidiary or group of assets constitutes a business combination or an asset acquisition. This is done by considering whether the acquired group includes inputs and process or whether there is a concentration of assets being acquired. These assumptions and estimates have an impact on the asset and liability amounts recorded in the consolidated statement of financial position.

Key sources of estimation uncertainty:

• Depreciation rates

All property and equipment, with the exception of land and buildings, are depreciated on a straight-line basis over three to five years, which the Company believes is the best approximation of the asset utility to the Company. If the estimated life had been longer than management’s estimate, the carrying amount of the asset would have been higher.

The Company’s ROU asset is depreciated on a straight-line basis over 10 years, which represents the life of the lease associated with the ROU asset. The Company believes this approach represents the best approximation of the asset utility to the Company.

• Assets’ carrying values and impairment charges

The determination of carrying values and impairment charges and their individual assumptions require that management make an estimate based on the best available information at each reporting period including the future expectation of underground mine development to extend life of mine. Under situations where management has determined indicators of impairment are present, an impairment assessment will be performed by management whereupon management looks at the higher of recoverable amount or fair value less costs to sell in the case of assets.

Page | 17

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

3. CRITICAL ACCOUNTING ESTIMATES AND MANAGEMENT JUDGMENTS (continued)

Key sources of estimation uncertainty (continued):

• Mineral Reserve and Mineral Resource estimates

The figures for Mineral Reserves and Mineral Resources are determined in accordance with National Instrument 43-101, “Standards of Disclosure for Mineral Projects”, issued by the Canadian Securities Administrators. There are numerous uncertainties inherent in estimating Mineral Reserves and Mineral Resources, including many factors beyond the Company’s control.

Such estimation is a subjective process, and the accuracy of any Mineral Reserve or Mineral Resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Differences between management’s assumptions, including economic assumptions such as metal prices and market conditions, and future circumstances could have a material effect in the future on the Company’s financial position and results of operation.

• Share-based payment transactions and warrants

The Company records share-based compensation at fair value over the vesting period. The Company also issues warrants. The fair value of the options and warrants is determined using the Black-Scholes options pricing model and management assumptions including the expected dividend yield, expected volatility, forfeiture rate, risk free rate and expected life. Should the underlying assumptions change, it will impact the fair value. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.

• Estimation of decommissioning and restoration costs and the timing of expenditure

The cost estimates are updated annually to reflect known developments, (e.g. revisions to cost estimates and to the estimated lives of operations) and are subject to review at regular intervals. Decommissioning, restoration and similar liabilities are estimated based on the Company’s interpretation of current regulatory requirements, constructive obligations and are measured at fair value. Fair value is determined based on the net present value of estimated future cash expenditures for the settlement of decommissioning, restoration or similar liabilities that may occur upon decommissioning of the mine. Such estimates are subject to change based on changes in laws and regulations and negotiations with regulatory authorities.

• Income, value added, withholding and other taxes

In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. The Company considers whether relevant tax planning opportunities are within the Company’s control, are feasible, and are within management’s ability to implement. Examination by applicable tax authorities is supported based on individual facts and circumstances of the relevant tax position examined in light of all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets recognized. Also, future changes in tax laws could limit the Company from realizing the tax benefits from the deferred tax assets. The Company reassesses unrecognized income tax assets at each reporting period.

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

Page | 18

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

3. CRITICAL ACCOUNTING ESTIMATES AND MANAGEMENT JUDGMENTS (Continued)

• Contingencies

Refer to Note 15.

4. AMOUNTS RECEIVABLE

AMOUNTS RECEIVABLE
	March 31, 2022 March 31,2021
Sales taxes receivable	$ 64,169 $ 56,143
VAT receivable	2,183,431 -
Trade and other receivable	53,571 414
	$ 2,301,171 $ 56,557

5. PREPAID EXPENSES

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March 31, 2022 March 31, 2021
Insurance $ 39,142 $ 9,066
Deposit - 850
Prepaid legal and finance charges 328,704 -
Other 160,283 16,128
$ 528,129 $ 26,044
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6. PROPERTY AND EQUIPMENT

Property and equipment are carried at cost less accumulated depreciation and impairment and consist of the following:

March 31, 2022	March 31,2021
Cost Accumulated Depreciation Net book value	Cost Accumulated Depreciation Net book value
Office furnitures, equipment and software 411,388 85,434 325,954 Vehicles 313,709 81,630 232,079 Buildings 60,920 10,659 50,261 Land 182,508 - 182,508 Machinery and equipment 498,036 119,063 378,973 Right of use assets 2,028,806 70,567 1,958,239 Assets under construction 16,313,187 - 16,313,187	11,958 7,438 4,520 126,764 24,348 102,416 60,920 10,659 50,261 182,508 - 182,508 127,571 78,904 48,667 - - - - - -
19,808,554 367,353 19,441,201	509,721 121,349 388,372

As at March 31, 2022, the carrying value of property and equipment is compromised of $nil in Canada (March 31, 2021 - $nil), $23,612 in Morocco (March 31, 2021 - $23,612) and $19,417,589 in Namibia (March 31, 2021 - $364,760).

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Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

6. PROPERTY AND EQUIPMENT (Continued)

Reconciliation of the carrying amounts for the years ended March 31, 2022 and 2021 are as follows:

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Mine
development
Office furniture, Machinery and plant
equipment and Right of use under
Cost and software Vehicles Buildings Land equipment assets construction Total
Balance, March 31, 2020 $ 6,300 $ 22,903 $ 60,920 $ 182,508 $ 155,036 $ - $ - $ 427,667
Additions (Disposals) 5,658 103,861 - - (27,465) - - 82,054
Balance, March 31, 2021 $ 11,958 $ 126,764 $ 60,920 $ 182,508 $ 127,571 $ - $ - $ 509,721
Additions (Disposals) 399,430 186,945 - - 370,465 2,028,806 16,313,187 19,298,833
Balance, March 31, 2022 $ 411,388 $ 313,709 $ 60,920 $ 182,508 $ 498,036 $ 2,028,806 $ 16,313,187 $ 19,808,554
Accumulated depreciation, depletion and impairment
Balance, March 31, 2020 $ (6,300) $ (13,537) $ (9,136) $ - $ (73,953) $ - $ - $ (102,926)
Changes for the year (1,138) (10,811) (1,523) - (4,951) - - (18,423)
Balance, March 31, 2021 $ (7,438) $ (24,348) $ (10,659) $ - $ (78,904) $ - $ - $ (121,349)
Changes for the year (77,996) (57,282) - - (40,159) (70,567) - (246,004)
Balance, March 31, 2022 $ (85,434) $ (81,630) $ (10,659) $ - $ (119,063) $ (70,567) $ - $ (367,353)
Net book value
As at March 31, 2021 $ 4,520 $ 102,416 $ 50,261 $ 182,508 $ 48,667 $ - $ - $ 388,372
As at March 31, 2022 $ 325,954 $ 232,079 $ 50,261 $ 182,508 $ 378,973 $ 1,958,239 $ 16,313,187 $ 19,441,201
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7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	March 31, 2022 March 31, 2021
Trade payables	$ 5,388,384 $ 221,467
Accruals	318,953 215,990
	5,707,337 437,457

Page | 20

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

8. EXPLORATION AND EVALUATION EXPENDITURES

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Year ended
March 31,
2022 2021
Trigon Namibia
Drilling and assay $ 526,949 $ 30,510
Field office and support - 178,541
Consulting and labour 17,402 682,778
Licence and permit 3,448 1,404
Technical report - 30,533
Environmental assessment - 14,901
Travel - 71,579
Preproduction costs - 10,936
$ 547,799 $ 1,021,182
Technomine, Morocco
Assay and survey $ 12,594 $ 60,030
Drilling 49,908 258,257
Field office and support 87,918 48,611
Consulting and labour 352,730 228,173
Travel 34,290 2,513
Acquisition of exploration and evaluation property - 2,862,351
$ 537,440 $ 3,459,935
Gazania Namibia
Environmental assessment $ 65 $ -
Licence and permit 709 487
Field office and support 15,344 56
Recovery of exploration and evaluation property (200,000) 500,000
$ (183,882) $ 500,543
Total exploration and
evaluation expenditures $ 901,357 $ 4,981,660
----- End of picture text -----

The Company holds an effective 80% interest in its five mining licenses in Northern Namibia through its subsidiary, Trigon Namibia. The mining licenses were renewed by the Namibian Ministry of Mines and Energy in June 2021 for a 10-year period from June 2, 2021.

On February 20, 2020, Trigon Namibia was awarded a new Exclusive Prospecting Licence 7525 (“EPL 7525”) by the Ministry of Mines and Energy in Namibia for a three-year period, commencing on January 17, 2020. EPL 7525 is situated to the west of the Kombat project and south of certain of the Company’s licenses related to the Kombat Mine.

Page | 21

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

8. EXPLORATION AND EVALUATION EXPENDITURES (continued)

On September 24, 2020, the Company acquired a 100% equity interest in Technomine, a Moroccan company, from Technomine’s previous shareholders (the “Vendors”). Technomine owns a 100% interest in the Silver Hill Project (“Silver Hill”) in Morocco (see Note 13). Below are the terms of the transaction:

1. Pay to the Vendors $500,000 in cash (paid) and issue 6,000,000 common shares (issued) on closing of the Transaction (the “First Payment”). The common shares were valued at $750,000 based on their trading price subsequent to the signing of the share purchase agreement.

2. On the one-year anniversary of the closing of the transaction, Trigon must pay to the Vendors $400,000 (outstanding) and issue such number of Trigon common shares equal to $250,000 (based on their trading price at the time) (outstanding) (the “Second Payment”).

3. Upon the completion of an independent National Instrument 43-101 compliant Mineral Resource estimate at Silver Hill showing at least 100,000 tonnes of contained copper and/or equivalent, Trigon shall issue such number of shares equal to $1,250,000 (based on their trading price at the time) to the Vendors.

In addition, the Company paid $25,000 cash and issued 300,000 common shares to Majilias Inc. for its role as an arm’s length finder. The common shares were valued at $37,500 based on their trading price subsequent to the signing of the share purchase agreement. The finder shall also be entitled to a finder’s fee of 5% in cash and share consideration comprising the Second Payment, when paid by Trigon.

The Second Payment was delayed until August 1, 2023 to allow the Company to preserve its working capital. The delay is not expected to have an impact on the Company.

On February 25, 2021, the Company acquired a 100% equity interest in Gazania, of which 80% was acquired from Sabre Resources Ltd. (“Sabre”), Australia and 20% was acquired from Coniston Pty Ltd. (“Coniston”), Australia. At that time, Gazania was the 100% owner of Exclusive Prospecting Licence 3540 (“EPL 3540”). See Note 13. Below are the terms of the transaction:

As consideration:

• Trigon paid $200,000 on fulfilment of the conditions precedent to the sale and purchase agreement signed with Sabre (“Sabre Agreement”). A second tranche cash payment of $100,000 was payable to Sabre on the renewal of EPL 3540 by the Namibian Ministry of Mines and Energy, subject to such renewal being granted within three years of signature of the Sabre Agreement; and

• Trigon paid $1,000 on fulfilment of the conditions precedent to the sale and purchase agreement signed with Coniston (“Coniston Agreement”). A second tranche cash payment of $100,000 was payable to Coniston on the renewal of the EPL 3540 by the Namibian Ministry of Mines and Energy, subject to such renewal being granted within three years of signature of the Coniston Agreement.

• Trigon has also paid a facilitation fee of $99,000 to Kalgoorlie Mine Management Pty Ltd for its assistance in facilitating and documenting the acquisition.

In March 2022, the Company received notification that EPL 3540 would not be renewed by the Namibian Ministry of Mines and Energy. As a result, the second tranche payments of $200,000 due on renewal of the EPL 3540 as part of the Coniston Agreement and Sabre Agreement will not be paid.

The Company transferred 10% of its equity interest in Gazania to a local Namibian partner in January 2022 in connection with the payment terms of a lease liability, reducing its equity interest in Gazania to 90%. See Note 17.

Page | 22

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

9. FINANCIAL INSTRUMENTS

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

• Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

• Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

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

The Company’s financial instruments consist of cash, amounts receivable, accounts payable and accrued liabilities, lease liabilities, loan payable, and acquisition fees payable. The fair value of these financial instruments approximates their carrying values due to the short-term nature of these instruments. The non-current portion of the acquisition fees payable are recorded at a 15% discount rate. The Company has no financial instruments recorded at fair value.

Financial assets and financial liabilities as at March 31, 2022 and 2021 were as follows:

	Assets	& liabilities	Assets & liabilities	Assets & liabilities
		at		at fair value		TOTAL
	amortized cost		throughprofit & loss
At March 31, 2022
Financial assets:
Cash	$	399,514	$	-	$	399,514
Amounts receivable		53,571		-		53,571
Financial liabilities:
Accounts payable and accrued liabilities		(5,707,337)		-		(5,707,337)
Lease liability		(1,053,160)		-		(1,053,160)
Acquisition fees payable		(1,767,511)		-		(1,767,511)
Loan payable		(3,055,769)		-		(3,055,769)
At March 31, 2021
Financial assets:
Cash	$	3,332,334	$	-	$	3,332,334
Amounts receivable		414		-		414
Financial liabilities:
Accounts payable and accrued liabilities		(437,457)		-		(437,457)
Acquisition fees payable		(1,853,505)		-		(1,853,505)

Page | 23

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

10. CAPITAL MANAGEMENT AND FINANCIAL RISK FACTORS

The Company considers its capital structure to include the components of shareholders’ equity. Management’s objective is to ensure that there is sufficient capital to minimize liquidity risk and to continue as a going concern. As the Company’s properties are in the exploration and evaluation and development stages, the Company is currently unable to self-finance its operations. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future, or that the terms of such financings will be favourable.

Risk management is carried out by the management team under policies approved by the Board of Directors. The Company's capital management objectives, policies and processes have remained unchanged during the year ended March 31, 2022. The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than of the TSX Venture Exchange (“TSXV”) which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of 6 months. As of March 31, 2022, the Company believes it is compliant with the policies of the TSXV.

Financial risks

The Company's financial instruments comprise cash, amounts receivable, accounts payable and accrued liabilities, lease liability, loan payable, and acquisition fees payable. The main use of these financial instruments is to fund operations and the pursuit of capital transactions. The main risks that could adversely affect the Company's financial assets, liabilities or future cash flows are credit risk, liquidity risk and market risk.

Management mandates and agrees policies for managing each of these risks. The Company is exposed to a variety of financial risks by virtue of its activities including, but not limited to, those summarized below.

The following discussion also includes a sensitivity analysis that is intended to illustrate the sensitivity to changes in market variables on the Company's financial instruments and show the impact on income or loss and shareholders' equity, where applicable. The sensitivity analysis has been prepared for the year ended March 31, 2022, using the amounts of other financial assets and liabilities held as at the consolidated statement of financial position date.

Credit risk

Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets. Not having a producing asset generating sales and accounts receivable, the Company’s credit risk is considered limited as there is no exposure to a single customer or counterparty. With respect to credit risk arising from financial assets of the Company, which comprise cash and minimal receivables, the Company's exposure to credit risk arises from default of counterparties, with a maximum exposure equal to the carrying amount of these instruments. As cash balances are held with high credit quality financial institutions, the credit risk to the Company is considered minimal. The Company monitors and is subject to normal industry credit risks.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting its obligations associated with financial liabilities as they come due. The Company’s ability to continue as a going concern is dependent on management’s ability to raise the required capital through future equity or debt issuances.

The Company manages its liquidity risk by forecasting cash flows required for operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning, and approval of significant expenditures and commitments.

Page | 24

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

10. CAPITAL MANAGEMENT AND FINANCIAL RISK FACTORS (Continued)

Liquidity risk (continued)

The Company’s contractual liabilities and obligations are as follows:

==> picture [470 x 174] intentionally omitted <==

----- Start of picture text -----

< 1 year 1 to 3 years 4 to 5 years >5 years Total
Accounts payable and accrued liabilities $ 5,707,337 $ - $ - $ - $ 5,707,337
Lease liabilities 1,053,160 - - - 1,053,160
Loan payable 970,300 2,466,100 - - 3,436,400
Acquisition fees payable 650,000 1,250,000 - - 1,900,000
-
Balance March 31, 2022 $ 8,380,797 $ 3,716,100 $ - $ - $ 12,096,897
Accounts payable and accrued liabilities $ 437,457 $ - $ - $ - $ 437,457
Lease liabilities - - - - -
Loan payable - - - - -
Acquisition fees payable 850,000 1,250,000 - - 2,100,000
-
Balance March 31, 2021 $ 1,287,457 $ 1,250,000 $ - $ - $ 2,537,457
----- End of picture text -----

The Company’s approach to managing liquidity risk is to endeavour to have sufficient liquidity to meet liabilities when due. As at March 31, 2022, the Company had a cash balance of $339,514 (March 31, 2021: $3,332,334). As at March 31, 2022, the Company’s financial liabilities consisted of accounts payable and accrued liabilities of $5,707,337 (March 31, 2021: $435,573) all due in less than one year, current loan payable of $970,300 (March 31, 2021 - $Nil), other current liabilities of $1,730,797 (December 31, 2021 - $837,776), plus long term liabilities of $3,175,343 (March 31, 2021: $1,015,729).

During the year ended March 31, 2022, Trigon raised $11,317,457 through private placement financing, received $4,727,431 through warrants exercised, $9,000 through options exercised, and received $3,055,769 of net proceeds from loans payable.

During fiscal 2021, Trigon raised $5,356,849 through private placement financing, received $720,167 through warrants exercised, $13,500 through options exercised, repaid $290,000 of its short-term loan and made $144,505 in interest payments.

Interest rate risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The risk that the Company will realize a loss as a result of a decline in the fair value of cash is limited due to the short-term investment nature. The Company’s outstanding loan is subject to a variable interest rate. A change in interest rate of +/- 1% would result in a change in interest expense of $31,050 (2021 - $Nil).

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, commodities and equity prices will affect the Company's income or the value of its holdings of financial instruments. The ability of the Company to explore, evaluate and develop its exploration and mining properties and the future profitability of the Company are directly related to the price of base and precious metals. The Company monitors metal prices to determine the appropriate course of action to be taken.

Page | 25

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

10. CAPITAL MANAGEMENT AND FINANCIAL RISK FACTORS (Continued)

Foreign currency risk

Foreign currency risk is created by fluctuations in the fair value or cash flows of financial instruments due to changes in foreign exchange rates and exposure as a result of investment in its subsidiaries. The Company is exposed to currency risk by incurring certain expenditures in US dollars, Namibian dollars and South African Rand for its operations in Namibia and Moroccan Dirham and US dollars in Morocco. The Company has sought to minimize this risk by keeping its cash reserves in Canadian dollars and only purchasing US dollars, Namibian dollars, South African Rand and Moroccan Dirham as needed.

Sensitivity analysis

The carrying amount of cash, amounts receivable, and accounts payable and accruals equals fair market value. The effect of changes in foreign exchange rates on net loss is deemed insignificant as the number and amount of foreigncurrency transactions are relatively small. Had the foreign exchange rates been higher (lower) by 10%, the foreign exchange in the consolidated statement of loss would have been lower (higher) by approximately $327,756 (year ended March 31, 2021: $1,809).

11. SHARE CAPITAL

(a) Authorized:

Unlimited number of voting common shares Unlimited number of non-voting preferred shares, issuable in series

(b) Issued:

Reconciliation of the number and value of common shares for the years ended March 31, 2022 and 2021 were as follows. All issued shares are fully paid.

llows. All issued shares are fully paid.
	Number of shares	Issued capital
Balance, March 31, 2020	90,466,859 $ 40,239,927
Shares issued pursuant to acquisition of exploration and
evaluation properties (Note 13)	6,000,000	750,000
Finder's shares issued pursuant to acquisition of exploration
and evaluation properties (Note 13)	300,000	37,500
Shares issued pursuant to private placements	15,310,998	5,356,849
Warrants issued	-	(1,206,955)
Broker warrants issued	-	(64,584)
Cost of issue	-	(378,453)
Warrants exercised	3,914,166	720,167
Value of warrants exercised	-	157,244
Options exercised	75,000	13,500
Value of options exercised	-	10,950
Balance, March 31, 2021	116,067,023 $ 45,636,145
Shares issued pursuant to private placements	29,188,807	11,317,457
Warrants issued	-	(2,256,157)
Broker warrants issued	-	(226,720)
Cost of issue	-	(469,807)
Warrants exercised	24,350,372	4,727,431
Value of warrants exercised	-	892,385
Options exercised	50,000	9,000
Value of options exercised	-	7,300
Balance, March 31, 2022	169,656,202 $ 59,637,034

Page | 26

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

11. SHARE CAPITAL (Continued)

On September 24, 2020, the Company closed its previously announced brokered private placement financing comprised of 13,721,042 units at a purchase price of $0.35 per unit for gross proceeds of $4,802,365. Concurrently with the offering, the Company completed a non-brokered private placement of 117,957 units for gross proceeds of $41,285. Each unit is comprised of one common share of Trigon and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one common share at a price of $0.45 for a period of 36 months following the date of closing. The offering was led by Cormark Securities Inc. on behalf of a syndicate of agents that included M Partners Inc. (collectively, the “Agents”). As consideration for their services provided in connection with the offering, the Company (i) paid the Agents a cash commission equal to 6% of the gross proceeds of the offering, other than in respect of certain purchases by persons on the President’s List, on which the cash commission was equal to 1.5%, and (ii) issued to the Agents and the selling group that number of broker warrants as is equal to 3% of the aggregate number of units sold pursuant to the Offering (other than the portion thereof attributable to the President’s List, in respect of which no broker warrants were issued). Each broker warrant is exercisable to acquire one common share at a price of $0.45 per share for a period of 36 months following the date hereof. All of the securities issued by the Company pursuant to the Offering were subject to a four month statutory hold period which expired on January 25, 2021. The Company paid a total of $354,842 in share issue costs and issued 6,919,499 warrants and 289,116 broker warrants. The issue date fair value of the warrants and broker warrants was estimated at $1,090,972 and $64,584 using the Black Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 112.1% (based on the Company’s historical volatility); risk-free interest rate of 0.26% and an expected life of 3 years.

A 10% security holder of the Company, 2176423 Ontario Ltd., subscribed for 1,715,000 units under the offering. Each transaction with an insider of the Company constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on exemptions from the formal valuation requirements of MI 61-101 pursuant to section 5.5(a) and the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) in respect of such insider participation as the fair market value of the transaction, insofar as it involves interested parties, did not exceed 25% of the Company’s market capitalization.

On October 13, 2020, the Company closed the second and final tranche (the “Second Tranche”) of its previously announced brokered private placement financing on October 13, 2020. In this Second Tranche, the Company issued 1,471,999 units at a price of $0.35 per unit for aggregate gross proceeds of $513,200. Each unit is comprised of one common share of Trigon and one-half of one common share purchase warrant. Each whole warrant entitles the holder to acquire one common share at a price of $0.45 for a period of 36 months following the closing date of the offering. The offering was led by Cormark Securities Inc. on behalf of a syndicate of agents that included M Partners Inc. (collectively, the “Agents”). As consideration for their services provided in connection with the Second Tranche, the Company paid the Agents a cash commission equal to $7,728 and incurred additional share issue costs of $21,031. The Company also paid an aggregate amount of $57,548 to other arm’s length finders as part of the First and Second Tranche of the Offering. All of the subscribers in the Second Tranche were on the Company’s President’s List. The issue date fair value of the warrants and was estimated at $115,983 using the Black Scholes option pricing model with the following assumptions: expected share price of $0.27, expected dividend yield of 0%; expected volatility of 112.0% (based on the Company’s historical volatility); risk-free interest rate of 0.23% and an expected life of 3 years.

On September 7, 2021, the Company closed a non-brokered first tranche of private placement of units. The Company issued 9,602,500 units pursuant to the first tranche at a price of $0.40 per unit for aggregate gross proceeds of $3,841,000. Each unit is comprised of one common share of Trigon and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one share at a price of $0.50 for a period of 24 months following the date thereof, subject to an acceleration provision whereby in the event that at any time after the expiry of the statutory hold period, the shares trade at $0.75 or higher on the TSX Venture Exchange for a period of 30 consecutive days, the Company shall have the right to accelerate the expiry date of the Warrants to the date that is 30 days after the Company issues a news release announcing that it has elected to exercise the acceleration right. In connection with the first tranche, the Company paid cash finder’s fees of $217,630 and issued 544,075 finder’s warrants to eligible finders. Each finder warrant will entitle the holder thereof to acquire one share at a price of $0.40 for a period of 24 months following the date thereof.

Page | 27

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

11. SHARE CAPITAL (Continued)

On September 20, 2021, the Company closed a non-brokered second tranche of private placement of units. The Company issued 7,562,500 units pursuant to the second tranche at a price of $0.40 per unit for aggregate gross proceeds of $3,025,000. Each unit is comprised of one common share of Trigon and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one share at a price of $0.50 for a period of 24 months following the date thereof, subject to an acceleration provision whereby in the event that at any time after the expiry of the statutory hold period, the shares trade at $0.75 or higher on the TSX Venture Exchange for a period of 30 consecutive days, the Company shall have the right to accelerate the expiry date of the Warrants to the date that is 30 days after the Company issues a news release announcing that it has elected to exercise the acceleration right. In connection with the second tranche, the Company paid cash finder’s fees of $163,800 and issued 294,350 finder’s warrants to eligible finders. Each finder warrant will entitle the holder thereof to acquire one share at a price of $0.40 for a period of 24 months following the date thereof.

On February 7, 2022, the Company closed the first tranche of a non-brokered private placement financing, consisting of 3,312,642 units at a price of $0.35 per unit for gross proceeds of $1,159,425. Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant. Each full warrant entitles the holder to acquire one common share of the Company at a price of $0.50 for a period of 24 months. The Company paid finder’s fees of $52,846 related to the private placement and issued 149,560 finder’s warrants. Each finder warrant will entitle the holder to acquire one common share of the Company at a price of $0.50 for a period of 24 months.

On February 16, 2022, the Company closed its final tranche of the non-brokered private placement financing, consisting of 3,848,665 units at a price of $0.35 per unit for aggregate proceeds of $1,347,032. Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant. Each full warrant entitles the holder to acquire one common share of the Company at a price of $0.50 for a period of 24 months. The Company paid cash finder’s fees of $32,165 and issued 56,700 finder’s warrants. Each finder warrant will entitle the holder to acquire one common share of the Company at a price of $0.50 for a period of 24 months.

On March 14, 2022, the Company closed a non-brokered private placement financing, consisting of 4,862,500 units at a price of $0.40 per unit for aggregate gross proceeds of $1,945,000. Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant. Each full warrant entitles the holder to acquire one common share of the Company at a price of $0.50 for a period of 24 months. The Company paid cash finder’s fees of $56,000 and issued 140,000 finder’s warrants. Each finder warrant will entitle the holder to acquire one common share of the Company at a price of $0.40 for a period of 24 months. The Company paid $89,901 in filing and professional fees in relation to this private placement.

Page | 28

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021

(Expressed in Canadian dollars)

12. EQUITY RESERVES

==> picture [432 x 216] intentionally omitted <==

----- Start of picture text -----

Grant Date
Weighted No. of Weighted Fair Value of
Average Grant Date Warrants, Average Warrants,
Exercise Fair Value of Broker Exercise Broker
No. of Options Price Options Warrants Price Warrants TOTAL
March 31, 2020 4,274,000 $0.24 $ 834,647 43,517,816 $0.21 $ 1,831,520 $ 2,666,167
Granted - - - 7,944,614 $0.45 1,271,539 1,271,539
Exercised (75,000) $0.18 (10,950) (3,914,166) $0.18 (157,244) (168,194)
Expired (114,000) $0.85 (78,660) (2,321,666) $0.40 (333,582) (412,242)
Warrant issue costs (net) - - - - - (121,872) (121,872)
March 31, 2021 4,085,000 $0.22 $ 745,037 45,226,598 $0.24 $ 2,490,361 $ 3,235,398
Granted 4,610,000 $0.35 1,270,400 15,779,089 $0.49 2,482,877 3,753,277
Exercised (50,000) $0.18 (7,300) (24,350,372) $0.19 (892,385) (899,685)
Expired (685,000) $0.31 (210,696) (1,166,666) $0.25 (47,882) (258,578)
Warrant issue costs (net) - - - - - (116,215) (116,215)
March 31, 2022 7,960,000 $0.23 $ 1,797,441 35,488,649 $0.37 $ 3,916,756 $ 5,714,197
----- End of picture text -----

Options

Under the Company’s stock option plan, the Company may grant options to its directors, officers, employees and consultants for up 10% of the outstanding common stock. Under the plan, the exercise price of each option must not be less than the market price of the Company’s stock on the date of grant, less any allowable discount. The maximum term of a stock option is five years.

There were 4,610,000 options granted during the year ended March 31, 2022, and no stock options granted during the year ended March 31, 2021. The weighted average life of total outstanding options is 3.75 years at March 31, 2022 (March 31, 2021 – 3.41 years). 1,125,000 of the options granted in the year ended March 31, 2022 were granted to officers and directors of the Company.

See Note 17.

Page | 29

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

12. EQUITY RESERVES (Continued)

Options (continued)

As at March 31, 2022, the Company had stock options outstanding and exercisable as follows:

==> picture [464 x 122] intentionally omitted <==

----- Start of picture text -----

Expected Expected
Expiry Number Number Exercise Grant date fair Dividend volatility life Risk free
Grant date date outstanding exercisable price value yield (%) (%) (years) rate (%)
19-Jul-17 19-Jul-22 200,000 200,000 $0.385 62,941 0 117 5 1.52
6-Jun-18 6-Jun-23 300,000 300,000 $0.20 48,000 0 112 5 2.16
21-Oct-19 21-Oct-24 2,850,000 2,850,000 $0.18 416,100 0 115 5 1.57
1-Dec-21 1-Dec-24 200,000 200,000 $0.46 67,200 0 126 3 1.03
21-Feb-22 21-Feb-27 4,410,000 4,410,000 $0.34 1,203,200 0 117 5 1.74
7,960,000 7,960,000 $ 1,797,441
----- End of picture text -----

Warrants

As at March 31, 2022, the Company had share purchase warrants outstanding as follows:

							Expected	Expected
			Number	Exercise	Grant date fair	Dividend	volatility	life	Risk free
	**Grant date **	Expiry date	outstanding	price	value	yield(%)	(%)	(years)	rate(%)
Warrants on units	8-Jan-20	8-Jan-23	11,649,996	$0.20	420,297	0	97	3	1.65
Broker warrants	8-Jan-20	8-Jan-23	164,950	$0.20	14,906	0	97	3	1.65
Warrants on units	24-Sep-20	24-Sep-23	6,909,499	$0.45	1,089,395	0	112	3	0.26
Warrants on units	13-Oct-20	13-Oct-23	695,999	$0.45	109,680	0	112	3	0.23
Broker warrants	24-Sep-20	24-Sep-23	289,116	$0.45	64,584	0	112	3	0.26
Warrants on units	7-Sep-21	7-Sep-23	4,801,250	$0.50	780,691	0	119	2	0.40
Broker warrants	7-Sep-21	7-Sep-23	544,075	$0.40	96,504	0	119	2	0.40
Warrants on units	20-Sep-21	20-Sep-23	3,781,250	$0.50	615,123	0	119	2	0.44
Broker warrants	20-Sep-21	20-Sep-23	294,350	$0.40	52,231	0	119	2	0.44
Warrants on units	7-Feb-22	7-Feb-24	1,656,321	$0.35	222,197	0	116	2	1.34
Broker warrants	7-Feb-22	7-Feb-24	149,560	$0.50	29,331	0	116	2	1.34
Warrants on units	14-Feb-22	16-Feb-24	1,924,333	$0.35	257,258	0	116	2	1.53
Broker warrants	14-Feb-22	16-Feb-24	56,700	$0.50	11,538	0	116	2	1.53
Warrants on units	14-Mar-22	14-Mar-24	2,431,250	$0.40	380,888	0	113	2	1.77
Broker warrants	14-Mar-22	14-Mar-24	140,000	$0.50	37,116	0	113	2	1.77
Warrant issue costs					(264,983)
			35,488,649		$ 3,916,756

The weighted average life of total outstanding warrants is 1.32 years as at March 31, 2022 (2021 – 1.67 years).

Page | 30

Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

13. ACQUISITION OF EXPLORATION AND EVALUATION PROPERTIES

Technomine Africa S.A.R.L. (“Technomine”)

On September 24, 2020, the Company completed the acquisition of a 100% equity interest in Technomine, which owns a 100% interest in the Silver Hill Project in Morocco.

Terms of the Transaction

Under the terms of the definitive agreement, the Company acquired a 100% equity interest in Technomine for consideration detailed below:

1. Pay to the Vendors $500,000 in cash (paid) and issue 6,000,000 common shares (issued) on closing of the transaction (the “First Payment”). The common shares were value at $750,000 based on their trading price subsequent to the signing of the share purchase agreement.

2. On the one-year anniversary of the closing of the Transaction, Trigon must pay to the Vendors $400,000, and issue such number of Trigon common shares equal to $250,000 (based on their trading price at the time) (the “Second Payment”). The second payment was outstanding at March 31, 2022.

3. Upon the completion of an independent National Instrument 43-101 compliant mineral resource estimate at Silver Hill showing at least 100,000 tonnes of contained copper and/or equivalent, Trigon shall issue such number of shares equal to $1,250,000 (based on their trading price at the time) to the Vendors.

In addition, the Company paid $25,000 cash and issued 300,000 common shares to Majilias Inc. for its role as an arm’s length finder. The common shares were valued at $37,500 based their trading price subsequent to the signing of the share purchase agreement. The finder shall also be entitled to a finder’s fee of 5% in cash and share consideration comprising the Second Payment, when paid by Trigon.

Purchase price consideration

The acquisition is being treated as an asset acquisition for accounting purposes as Silver Hill does not meet the definition of a business, as defined in IFRS 3, Business Combinations. The assets acquired and liabilities assumed were recorded at their estimated fair market values, which are based on management estimates.

Purchase price:
Cash consideration	$	500,000
Share consideration		750,000
Finders fees and shares		62,500
Future obligations		1,538,658
Legal & due diligence costs
Asafo & Co.		40,122
Totalpurchaseprice	$	2,891,280
Fair value of assets acquired and liabilities assumed:
Amount receivable and prepaid	$	44,750
Fixed assets		94
Accounts payable and accrued liabilities		(15,902)
Cash		(13)
Total net asset acquired	$	28,929
Excess of purchase price over fair value
of assets acquired	$	2,862,351

The future obligations are the net present value of future payments discounted at 15%. As of March 31, 2022, the future obligations are adjusted to $1,767,511 (March 31, 2021 - $1,653,505) and $114,006 (March 31, 2021 - $114,847) of accretion expenses was charged to the Company’s statement of loss and comprehensive loss. The current portion of the future obligations of $877,637 (March 31, 2021 - $837,776) is due within a year. The long-term portion of the future obligation of $1,089,874 (March 31, 2021 - $1,015,729) is due within two years.

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Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

13. ACQUISITION OF EXPLORATION AND EVALUATION PROPERTIES (Continued)

Gazania Investments Nine (Pty) Ltd. (“Gazania”)

On February 25, 2021, the Company completed the transaction to expand its land holding in Namibia, through the acquisition of EPL 3540 held by Gazania which was 80% owned by Sabre, through Sabre’s wholly owned subsidiary, Starloop Holdings Pty Ltd. (“Starloop”), and 20% owned by Coniston. EPL 3540 was first granted on October 30, 2006 and had been renewed several times, with a then expiry date of May 7, 2021. The Company was notified in March 2022 that the EPL 3540 would not be renewed.

Terms of the Acquisition

The acquisition was implemented by way of the acquisition by Trigon, through its wholly owned subsidiary, PNT Financeco Corp., of 80% of the shares in Starloop from Sabre (the “Starloop Shares”) and 20% of the shares in Gazania from Coniston (the “Gazania Shares”).

As consideration for the Starloop Shares, Trigon paid $200,000 on fulfilment of the conditions precedent to Sabre Agreement. A second tranche cash payment of $100,000 was payable to Sabre on the renewal of the EPL 3540 by the Namibian Ministry of Mines and Energy, subject to such renewal being granted within three years of signature of the Sabre Agreement.

As consideration for the Gazania Shares, Trigon paid $1,000 on fulfilment of the conditions precedent to the Coniston Agreement. A second tranche cash payment of $100,000 was payable to Coniston on the renewal of the EPL 3540 by the Namibian Ministry of Mines and Energy, subject to such renewal being granted within three years of signature of the Coniston Agreement. Trigon also paid a facilitation fee of $99,000 to Kalgoorlie Mine Management Pty Ltd for its assistance in facilitating and documenting the acquisition. The acquisition is an arm’s length transaction.

Purchase price consideration

The acquisition is being treated as an asset acquisition for accounting purposes as Gazania does not meet the definition of a business, as defined in IFRS 3, Business Combinations. The assets acquired and liabilities assumed were recorded at their estimated fair market values, which are based on management estimates.

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----- Start of picture text -----

Purchase price:
Sabre on signing $ 200,000
Coniston on signing 1,000
Kalgoorlie Mine Management - facilitation fees 99,000
Milestone payment - Sabre 100,000
Milestone payment - Coniston 100,000
$ 500,000
Fair value of assets acquired and liabilities assumed:
VAT 1,907,964
VAT impairment (1,907,964)
$ -
Excess of purchase price over fair value of assets acquired $ 500,000
----- End of picture text -----

The Company was notified in March 2022 that the EPL 3540 would not be renewed by the Namibian Ministry of Mines and Energy. As a result, the future obligations of $200,000 that had been included in current accounts payable and accrued liabilities were reversed.

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Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

14. RELATED PARTY TRANSACTIONS

Compensation of key management

Key management includes the Company’s directors and officers. Compensation awarded to key management included:

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----- Start of picture text -----

Year ended
March 31,
2022 2021
Consulting fees $ 543,333 $ 467,500
Share-based payments 306,927 -
$ 850,260 $ 467,500
----- End of picture text -----

See also Notes 11, 12 and 15.

Included in accounts payable and accrued liabilities as at March 31, 2022 was approximately $39,550 for consulting fees and expenses (March 31, 2021: $30,234) charged by current and former officers and directors of the Company. Such amounts are unsecured, non-interest bearing and with no fixed terms of payment.

One of the Company’s Directors subscribed to 42,900 shares as part of the February 16, 2022 private placement.

15. COMMITMENTS AND CONTINGENCIES

Management contracts

The Company is party to certain management contracts and severance obligations. These contracts contain clauses requiring additional payments of up to $846,000 to be made to the officers of the Company upon the occurrence of certain events such as a change of control. As the triggering effect has not taken place, the contingent payments have not been reflected in these consolidated financial statements. Additional minimum management contractual commitments remaining under the agreements are approximately $419,000, all due within one year.

Legal claims

From time to time, the Company is named as a party to claims or involved in proceedings, including legal, regulatory and tax related, in the ordinary course of its business. While the outcome of these matters may not be estimable at period end, the Company makes provisions, where possible, for the estimated outcome of such claims or proceedings. Should a loss result from the resolution of any claims or proceedings that differs from these estimates, the difference will be accounted for as a charge to net loss in that period.

Environmental

The Company’s mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

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Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

15. COMMITMENTS AND CONTINGENCIES (continued)

Silver Hill Project

The Company completed its acquisition of 100% equity interest in Technomine, a Moroccan company from Technomine’s shareholders on September 24, 2020. The Company is required to meet the terms of transaction outlined in the definitive agreement as consideration of the acquisition. See note 13 for details.

16. PROJECT FINANCE FACILITY AND OFFTAKE

Financing Facility

On October 27, 2021, the Company entered into a credit agreement with IXM SA (“IXM”) for a $6,248,000 (US$5 million) project finance facility (the “Facility”) to finance capital and operating expenditures for the restart of the Kombat Mine.

The Facility was structured in two tranches of $3,124,000 (US$2.5 million) each. The first $3,124,000 (US$2.5 million) tranche was drawn down in November 2021 and a further $312,400 (US$250,000) was drawn in January 2022. The remaining $2,811,600 (US$2.25 million) tranche was available for draw down after confirmation of further funding support. The Facility is repayable over 36 months, commencing six months after the initial drawdown. The Company can prepay in whole or in part without notice, bonus or penalty, any portion of the Facility at any time with a minimum increment of $250,000.

The Company paid IXM a commitment fee of 3.2% of the Facility amount and an arrangement fee of 1.0% of the Facility amount, each fee payable pro rata based on the amount of each tranche.

The Company provided an unsecured guarantee of the obligations under the Facility, pledged its shares of its Namibian subsidiary and provided a general notarial bond over assets located in Namibia.

The IXM financing facility was repaid in full subsequent to March 31, 2022 and the security over the Namibian shares and assets was released.

Copper Concentrate Offtake

On November 16, 2021, IXM and the Company entered into an exclusive offtake agreement whereby IXM will acquire 100% of the production from the Kombat open pit mine. The “Initial Term” shall commence from the date of commercial production and shall continue for a minimum period of six full calendar (6) years. The Company shall deliver a minimum quantity of 80,000 dry metric tonnes (“DMT”) of material during the Initial Term (“Minimum Quantity”). In the event the Minimum Quantity is not delivered during the Initial Term then, at the sole option of IXM, the Initial Term may be extended until the Minimum Quantity has been delivered by the Company to IXM.

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Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

17. LEASE LIABILITY

In December 2021, the Company entered into a lease agreement with a local Namibian company, Kombat Village Properties (Pty) Ltd (“KVP”) for the lease of land in and around the Kombat Mine area, allowing the Company to continue development of its open pit mining operations, including the establishment of the mine’s tailings facility.

The total to be paid by the Company will be $1,961,606, payable in three cash tranches as follows:

• $250,000 paid on commencement of the lease;

• $830,803 payable on January 17, 2022 ($222,357 outstanding); and

• $830,803 payable on July 18, 2022 (outstanding).

The lease period is for the duration of the mining licences held by the Company and will continue as long as the mining licenses of the Company are active, including all future renewals of the mining licenses.

The Company issued 200,000 stock options at an exercise price of $0.46 in relation to the KVP lease. The options vested immediately and are exercisable for a period of three years. See Note 12.

In January 2022, the Company transferred a 10% equity interest in the Company’s wholly owned subsidiary, Gazania, valued at $50,000, based on 10% of the acquisition cost of Gazania, to Texel Mining and Exploration (Proprietary) Limited as part of the payment for the lease agreement. Texel Mining and Exploration (Proprietary) Limited has common ownership with KVP and shares were issued to Texel Mining and Exploration (Proprietary) Limited at the request of KVP.

KVP.
Lease liability as at March 31, 2021			$	-
Additions				2,028,806
Lease payments				(975,646)
Lease liability as at March 31, 2022			$	1,053,160
		March 31, 2022		March 31,2021
Current lease liability	$	1,053,160	$	-
Non-current lease liability		-		-
	$	1,053,160	$	-

Future undiscounted minimum lease payments for this lease agreement are as follows:

	December31, 2021	December31, 2021		March31,2021
Within one year	$	1,053,160	$	-
After one year but not more than five years		-		-
More than fiveyears		-		-
	$	1,053,160	$	-

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Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

18. INCOME TAXES

a) Provision for income taxes

Major items causing the Company's effective income tax rate to differ from the combined Canadian federal and provincial statutory rate of 26.5% (2021 - 26.5%) were as follows:

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2022 2021
$ $
Combined Canadian statutory income tax rate 26.50% 26.50%
(Loss) before income taxes (7,214,373) (6,504,463)
Expected income tax recovery based on statutory rate (1,912,000) (1,724,000)
Adjustment to expected income tax benefit:
-
Stock based compensation 319,000
Non-deductible expenses and other (652,000) 1,099,000
Changes and differences in tax rates (423,000) 150,000
Change in benefit of tax assets recognized 2,668,000 475,000
Deferred income tax provision (recovery) - -
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b) Deferred income tax

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2022 2021
Deferred tax assets (liabilities) have been recognized as follows: $ $
-
Property and equipment - Namibia (56,000)
Non-capital loss carry-forward - Namibia - 56,000
Total - -
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Deferred income tax assets have not been recognized in respect of the following deductible temporary differences:

	2022	2021
	$	$
Share issuance costs - Canada	1,043,000	539,000
Exploration and evaluation expenditures - Canada	295,000	295,000
Non-capital loss carry-forwards - Canada	16,496,000	15,710,000
Non-capital loss carry-forwards - Barbados	275,000	265,000
Non-capital loss carry-forwards - Namibia	8,102,000	3,172,000
Non-capital loss carry-forwards - Morocco	594,000	455,000

Deferred tax assets have not been recognized in respect of these temporary differences as it is not probable that future taxable profit will be available against which the Company can utilize the benefits.

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Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

18. INCOME TAXES (Continued)

c) Losses carried forward

As at March 31, 2022, the Company had estimated non-capital losses for Canadian income tax purposes of - approximately $16,496,000 (2021 $14,406,000) available to use against future taxable income. The non-capital losses expire between 2032 and 2042.

The Company's Barbados subsidiaries have non-capital losses of approximately $275,000 (2021 - $265,000) available to use against future taxable income, expiring between 2022 and 2029.

The Company's Moroccan subsidiaries have non-capital losses of approximately $594,000 (2021 - $455,000) available to use against future taxable income, expiring between 2025 and 2026.

• In addition, the Company's Namibian subsidiaries have non-capital losses of approximately N$94,334,976 (2021 N$39,085,000) available to use against future taxable income. These non-capital losses may be carried forward indefinitely:

indefinitely:
Expiry	Canada Barbados Namibia Morocco Total
2021 2022 2023 2024 2025 2026 2027 2028 2029 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 Indefinitely	- 20,000 - - 20,000 - 156,000 - - 156,000 - 27,000 - - 27,000 - 15,000 - - 15,000 - 2,000 - 410,000 412,000 - 8,000 - 184,000 192,000 - 9,000 - - 9,000 - 30,000 - - 30,000 - 8,000 - 8,000 1,951,000 - - - 1,951,000 1,657,000 - - - 1,657,000 976,000 - - - 976,000 1,289,000 - - - 1,289,000 1,089,000 - - - 1,089,000 1,316,000 - - - 1,316,000 1,792,000 - - - 1,792,000 1,519,000 - - - 1,519,000 1,513,000 - - - 1,513,000 1,306,000 - - - 1,306,000 2,088,000 - - - 2,088,000 - - 8,102,000 - 8,102,000
	16,496,000 $ 275,000 $ 8,102,000 $ 594,000 $ 25,467,000 $

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Trigon Metals Inc. Notes to the Consolidated Financial Statements For the years ended March 31, 2022 and 2021 (Expressed in Canadian dollars)

19. SUBSEQUENT EVENTS

Lind Global Fund II, LP (“Lind”) Convertible Debenture

In May 2022, the Company announced it had entered into a convertible security funding agreement with Lind. Under the terms of the agreement, the Company has agreed to issue Lind a convertible security in the amount of $6,600,000, representing a principal amount of $5,500,000 and a prepaid interest amount of $1,100,000. Commencing four months after closing, the Company will begin repaying the convertible security in monthly installments of $275,000. Lind will have the right to convert any portion of the principal amount at a price per share of $0.335. Prepaid interest will accrue over a period of 24 months from closing and once accrued, Lind will have the option to convert accrued prepaid interest into common shares at a price equal to 90% of the market closing price of the common shares on the day immediately prior to conversion.

The Company has the option to buy back the remaining outstanding convertible security in cash at any time with no penalty, subject to mutual consent of Lind. If Trigon exercises the buy back option, Lind will have the option to convert up to 33.3% of the outstanding principal amount into common shares and up to 100% of the prepaid interest into common shares.

The convertible security ranks senior and is secured by all of the Company’s assets, except shares in the Company’s Moroccan subsidiary.

In connection with the convertible security, the Company has issued Lind 15,925,373 common share purchase warrants exercisable for a term of 24 months at an exercise price of $0.35 per common share.

Sprott Mining Inc. (“Sprott”) Credit Agreement

In May 2022, the Company entered into a credit agreement with Sprott (the “Sprott Loan”) and the Company’s Moroccan subsidiary, Trigon (Morocco) Holding Corp. (“Trigon Morocco”) pursuant to which Sprott has lent the Company $3,124,000 (US$2,500,000). The Sprott Loan has a term of 180 days and will accrue interest at the rate of 12.0% per annum, payable in arrears. The Sprott Loan is secured by a security interest over all present and acquired property of the Company and Trigon Morocco, with a first ranking charge against Trigon Morocco’s assets, including a guarantee from Trigon Morocco and a share pledge of its Trigon Morocco shares.

In connection with the Sprott Loan, the Company issued 2,500,000 common share purchase warrants, each exercisable for one common share of the Company at a price of $0.47 per common shares for a period of one year from the date of their issuance. In the event the Company and Sprott enter an agreement for a stream of silver deliveries equal to 8.25% of the silver produced by the Kombat Mine, these common share purchase warrants will be cancelled and reissued with a strike price with a 35% premium to the 5-day volume weighted average price of the shares for the 5 days prior to the execution of the stream agreement and will have a term of three years.

Sprott is a related party of the Company as it is a 10% security holder of the Company.

Sprott Resource Streaming and Royalty Corporation (“Sprott Streaming”) Streaming Agreement

In July 2022, the Company announced that it had entered a non-binding term sheet with Sprott Streaming and Sprott for $33,364,000 (US$27,500,000) silver and copper stream transaction for the Company’s Kombat Mine, consisting of $31,240,000 (US$25,000,000) from Sprott Streaming and $3,124,000 (US$2,500,000) from Sprott. The $3,124,000 (US$2,500,000) from Sprott will be set off against the $3,124,000 (US$2,500,000) loan from Sprott. Under the agreement, the Company shall sell and deliver to Sprott 100% of silver produced from the Kombat Mine for the life of mine. Sprott Streaming will receive a 3.15% copper stream commencing when phase one underground mining begins that will terminate when mining phase two begins. This streaming agreement is restricted to the Kombat Mine project and does not include any other new or existing projects for the Company.

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Trigon Metals Inc.

Management’s Discussion and Analysis

For the three and twelve months ended March 31, 2022

TSX-V: TM

Page 1 of 32

Trigon Metals Inc. Management’s Discussion and Analysis For the three and twelve months ended March 31, 2022

Date: July 28, 2022

This Management’s Discussion and Analysis (“MD&A”) provides a review of the financial position and results of operations of Trigon Metals Inc. and its subsidiaries (the “Company” or “Trigon Metals” or “Trigon”) and should be read in conjunction with the audited consolidated financial statements and notes thereto for the years ended March 31, 2022 and 2021. This MD&A covers the most recently completed financial period and the subsequent period up to the date of this MD&A. All amounts are expressed in Canadian dollars, except share amounts, unless otherwise stated.

The Company's audited consolidated financial statements have been presented on the basis that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of the business (see Going Concern). The reader should be aware that historical results are not necessarily indicative of future performance.

The audit committee of the Company has reviewed this MD&A and the audited consolidated financial statements for the year ended March 31, 2022 and the Company’s board of directors approved these documents prior to their release.

Qualified Persons

Fanie Müller, P.Eng., is a “qualified person” as such term is defined in National Instrument 43-101 (“NI 43-101”) and CIM definition standards and has reviewed, verified and approved the technical and scientific information and data included in this MD&A.

Overview

Trigon is a publicly traded Canadian mining, exploration and development company listed on the TSX Venture Exchange (“TSXV”) under the symbol “TM”, with its core business focused on the exploitation of copper and silver resources in attractive jurisdictions in Africa, where it has substantial assets in place, including the recently operational Kombat mine in Namibia as well as other projects with significant exploration upside.

The Company was incorporated under the Canada Business Corporations Act on April 1, 2005. On December 28, 2016, the Company changed its name from Kombat Copper Inc. to Trigon Metals Inc. The Company’s head office is located at 130 Queens Quay East, Suite 1224, Toronto, Ontario, M5A 0P6.

The Company, through Trigon Mining (Namibia) (Pty) Ltd (“Trigon Namibia”), holds an 80% interest in five mining licenses and one exclusive prospecting license in the Otavi Mountain lands, an area of Namibia known for its high-grade copper deposits. Within these licenses is the Company's recently operational Kombat mine, where Trigon commenced with open pit mining in October 2021 and the commissioning of the mill and concentrator in December 2021, with first copper concentrates produced in January 2022. In addition to the open pit and the refurbished plant, the Kombat mine’s extensive infrastructure includes an 800 metre vertical shaft, which was completed in 2006, two further vertical shafts, ramp systems and extensive underground workings. The Kombat mine originally opened in 1961 and between 1962 and 2007 produced 12.46 million tonnes of ore grading 2.62% copper, 1.55% lead and 18 g/t silver. The restart of the open pit represents the first phase of Trigon’s strategy for Kombat, with the second phase being the re-opening of the underground mines. The project is linked to vital existing infrastructure, including power, water, roads, and rail to the port of Walvis Bay.

In September 2020, the Company completed the acquisition of a 100% equity interest in Technomine Africa S.A.R.L. (“Technomine”), a Moroccan company holding the high potential Silver Hill copper-silver exploration project in Morocco (“Silver Hill” or the “Silver Hill project”). Through this acquisition the Company is the holder of an operating permit constituting the Silver Hill project and five research permits comprising the Tamdoult project, both in Morocco. Both projects are early stage exploration projects and the Company is focusing on an exploration program to build on initial promising drill and sampling results at Silver Hill.

Page 2 of 32

Summary of Properties

Trigon Namibia (Kombat project)

History

On April 23, 2012, the Company acquired 80% of the outstanding shares of Namibian company, Manila Investments (Pty) Ltd, which on August 16, 2018 changed its name to Trigon Mining (Namibia) (Pty) Ltd. The primary asset of Trigon Namibia is its 100% interest in the recently operational Kombat mine, located in northern Namibia, comprising five mining licenses and one exclusive prospecting licence together with the open pit, underground mine and plant infrastructure. The mining licenses were renewed on June 2, 2021 for a period of 10 years. The exclusive prospecting licence was awarded in January 2020 and is valid for a period of three years.

Overview

The Kombat project is located in the Otavi Mountain Region in northern Namibia, an area recognized for its high-grade copper deposits.

Trigon Namibia is the holder of five mining licences in this region, namely the contiguous ML9 (Asis Ost), ML16 (Asis Far West) and ML73B (Asis), as well as ML21 (Harasib) and ML73C (Gross Otavi), and one exclusive prospecting licence EPL7525. The total combined area covered by the mining licences is 1,219 ha, with the EPL covering an area of 1,057 ha.

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The Kombat mine has extensive historical exploration from geophysical and geochemical surveys conducted during the 1960s to 1990s, to surface and underground drilling, where some 6,017 drillholes have been recorded and validated.

Infrastructure in the project region is well established with previous and current mining activity in the area, and the project itself has significant infrastructure in place including three vertical shafts, ramp systems, extensive underground workings, mine buildings, a tailings facility, and a mill and concentrator with a rail siding.

In terms of environmental approvals, Trigon Namibia has an Environmental Clearance Certificate (“ECC”) for mining and dewatering of underground exploration activities for all its mining licences, valid until June 7, 2024. Trigon Namibia also has ECC for exploration activities on all mining licence areas, valid until November 16, 2023 and for exploration activities on EPL 7525, valid until June 14, 2024.

On March 15, 2022, the Company signed a binding term sheet to acquire EPL 8529 for $149,695 (N$1.75 million) cash and $31,395 (N$250,000) of shares of Trigon with a long stop closing date of December 31, 2022.

EPL 8529 covers an area of 5,614 hectares in the Grootfontein District of the Otjozondjupa Region, between

Page 3 of 32

the towns of Otavi to the west and Grootfontein to the east. From a geological perspective, it is situated on the Kombat trend, a mineralized structure, which also hosts the Kombat project. The area therefore represents a potential strike extension of the Kombat project, with various known mineral occurrences on the property.

Trigon management has extensive knowledge of the area in which EPL 8529 is situated and plans to implement an exploration program in conjunction with its exploration plans for the Kombat project areas.

The pending acquisition of EPL 8529 represents an attractive regional consolidation opportunity for Trigon and holds upside potential for the long term future of the Kombat mine.

Mineral Resource update at the Kombat Mine, Namibia

On August 3, 2021, the Company announced an updated Mineral Resource estimate for Kombat as set out below, prepared and classified by Minxcon in accordance with the reporting guidelines as set out in NI 43-101 (the “2021 Mineral Resource”). The update represented a significant increase in the Indicated Mineral Resources reported at Kombat, with Indicated copper Resources up by 113% and Indicated silver Resources up by 2253%. The Company filed an updated NI43-101 technical report on the updated Mineral Resource on September 17, 2021.

Open Pit

Table 1 below is a summary of the 2021 Mineral Resource estimate for the open pit areas (Kombat and Gross Otavi) as at August 3, 2021.

Table 1 – Updated Mineral Resource Estimate as at August 3, 2021 (CuEq cut-off 0.65% (Pb not incl.))

Area	Mineral Resource Estimate Classification	Tonnes	Cu	Pb	Ag
		Mt	%	%	g/t
Kombat East	Indicated	2,93	0,96	0,54	5,93
Kombat Central		2,38	1,05	0,21	6,57
Total Indicated		5,32	1,00	0,39	6,22
Kombat West	Inferred
Otavi		0,64	0,93	2,50	0,85
Total Inferred		0,64	0,93	2,50	0,85

Notes

1. The open pit Mineral Resource is based on resource open pit potential (to a depth of 160m around #3 shaft) with a CuEq cut-off of 0.65% for Kombat and 0.77% for Gross Otavi (within a resource pit and includes Pb not Ag).

2. The CuEq (copper equivalent) is based on copper and silver only (excludes lead).

3. Commodity prices used for the cut-off grades: Cu = USD 9,100/t, and Ag = USD 27/oz.

4. Historical mine voids have been depleted from the Mineral Resource.

5. Mineral Resources are reported as total Mineral Resources and are not attributed.

Underground

Table 2 below is a summary of the 2021 Mineral Resource estimate for the underground areas at Kombat and Asis as at August 3, 2021.

Page 4 of 32

Table 2 – Updated Mineral Resource Estimate as at August 3, 2021 (CuEq cut-off 1.50% (Pb not incl.))

Area	Mineral Resource Estimate Classification	Tonnes	Cu	Pb	Ag
		Mt	%	%	g/t
Kombat East	Indicated	0,10	1,69	1,55	11,50
Kombat Central		0,23	1,90	1,55	19,80
Kombat West		0,76	2,27	1,45	13,04
Asis West		5,53	2,79	0,87	20,78
Gap		0,32	2,25	0,18	11,58
Total Indicated		6,93	2,66	0,94	19,34
Kombat Central	Inferred	0,01	2,02	2,74	0,01
Kombat West		0,13	5,01	10,53	0,06
Asis West		0,09	2,90	0,84	16,12
Gap		0,00	2,51	0,27	55,40
Asis Far West		1,04	2,55	0,36	9,11
Total Inferred		1,27	2,82	1,43	8,80

Notes

1. The underground Mineral Resource is based on a cut-off grade of 1.5 % CuEq.

2. The CuEq (copper equivalent) is based on copper and silver only (excludes lead).

3. Commodity prices used for the cut-off grades: Cu = USD 9,100/t, and Ag = USD 27/oz. 4. Historical mine voids have been depleted from the Mineral Resource.

5. Mineral Resources are reported as total Mineral Resources and are not attributed.

Combined Open Pit and Underground

Table 3 – Updated Mineral Resource Estimate as at August 3, 2021 – Combined Open Pit and Underground

Area	Mineral Resource Estimate Classification	Tonnes	Cu	Pb	Ag
		Mt	%	%	g/t
Total	Indicated	12,25	1,94	0,70	13,65
	Inferred	1,91	2,19	1,79	6,13

Notes

1. The open pit Mineral Resource is based on a CuEq cut-off of 0.65% for Kombat and 0.77% for Gross Otavi.

2. The underground Mineral Resource is based on a cut-off grade of 1.5 % CuEq.

3. The CuEq (copper equivalent) is based on copper and silver only (excludes lead).

4. Commodity prices used for the cut-off grades: Cu = USD 9,100/t, and Ag = USD 27/oz.

5. Historical mine voids have been depleted from the Mineral Resource.

6. Mineral Resources are reported as total Mineral Resources and are not attributed.

Mineral Reserve update at the Kombat Mine, Namibia

On December 14, 2021, the Company announced an updated Mineral Reserve estimate and feasibility study for the Kombat open pit mine as set out below, prepared and classified by Minxcon in accordance with the reporting guidelines as set out in NI 43-101 (the “2021 Mineral Reserve”). The Company filed an updated NI43101 technical report on the updated Mineral Reserve on December 20, 2021.

Page 5 of 32

Table 4 below is a summary of the 2021 Mineral Reserve estimate for the Kombat open pit (as at August 3, 2021.

Table 4 – Kombat Open Pit Mineral Reserve Estimate as at August 3, 2021

Mineral Reserve Category	Diluted Tonnes		Grade			Content
		Cu	Pb	Ag	Cu	Pb	Ag
	Mt	%	%	ppm	t	t	kg
Probable	1.54	1.14	0.28	7.49	17,559	4,301	11,508
Total	1.54	1.14	0.28	7.49	17,559	4,301	11,508

Notes

1. The Mineral Reserve estimation includes only diluted Indicated Mineral Resources which have been converted to Probable Mineral Reserves.

2. No Inferred Mineral Resources have been included in the Mineral Reserve estimation.

3. Mineral Reserve estimation stated at a cut-off of 0.65% Cu.

4. The Ore Reserve estimation was completed using an average Cu price of USD7,054/t and average Ag price of USD20.15/oz over the life of mine.

5. The Pb in the Mineral Reserve estimation under current offtake agreement will not contribute to revenue but will carry a penalty.

6. The Mineral Reserves are reported as total Mineral Reserves and are not attributed.

Technomine (Silver Hill project)

History

On September 24, 2020, the Company acquired 100% of the outstanding shares of Moroccan company, Technomine. The primary asset of Technomine is the Silver Hill project, permitted by an operating licence, located in the eastern region of Morocco. In addition, Technomine is the holder of five research permits comprising the Tamdoult property, also located in Morocco. No work has been undertaken to date on the Tamdoult property and Trigon’s focus in Morocco at this stage is on the Silver Hill project.

Overview

The Silver Hill project is located in the eastern region of Morocco towards the border with Algeria, in the Eastern Anti-Atlas belt, approximately 5km north-east of the town Msissi in the Tinghir province. The area is well known for various mineral occurrences, especially copper and silver.

Technomine is the holder of one operating licence, No. 383548 (Silver Hill project) and five research permits, No’s 2941611, 3941612, 3941613, 3941614 and 3941615 (Tamdoult project). The operating licence covers an area of 789 ha and is valid until December 2028. The research permits are all valid until November 2022.

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The Silver Hill project is classified as an early stage exploration project, with no formal exploration program to classify a Mineral Resource having been undertaken in the property’s known history. Technomine and Trigon have completed various exploration activities, including both drilling and trenching, which have produced promising results (refer Outlook / Current Strategy in Morocco section below for additional detail).

The project can easily be accessed via the national road network which is of high quality and standards. There is limited on-site infrastructure and power and water infrastructure will have to be developed. There is however a 22kV powerline running adjacent to the property as well as good potential for underground water.

- Recent Developments in Namibia Mining Operations

The restart of the Kombat mine is planned to take place in two phases, initially processing 30,000 tonnes per month from the open pit, following the restart of open pit mining at the end of 2021, and thereafter doubling to 60,000 tonnes per month with the restart of the underground operations. The Company is targeting copper concentrate production of approximately 1,500 tonnes per month from August 2022 from the open pit through to the end of 2023. From 2024, the company plans to mine underground to access higher grade ore at which time the crushing and milling circuits will also be upgraded.

The open pit mining method that is used is conventional open pit mining with the addition of waste backfilling of the existing ore capping hole where one of the open pits is planned. Mining activities are conducted by a mining contractor who is responsible for drilling, blasting, loading and hauling. The open pit mining operations commenced in October 2021.

The refurbishment and commissioning of the processing plant was completed during the third quarter of 2022 with the first successful float of copper concentrate in December 2021. The processing plant consists of threestage crushing, rod and ball milling and a flotation plant which is capable of producing a copper concentrate at a phase one run of mine throughput of 30,000 tonnes per month.

A new tailings storage facility is currently being constructed west of the processing plant within the mining licence boundary, with a temporary facility having been set up until such time as the main facility has been completed.

As at March 31, 2022, the Company had not achieved commercial production and was still in the commissioning phase. During the commissioning phase, all operating costs associated with production have been capitalized to the mine development asset on the consolidated statement of financial position. The Page 7 of 32

Company made its first sale of 268 tonnes copper concentrate in April 2022.

To March 31, 2022, the Company mined 735,197 tonnes of material including 104,105 tonnes of ore. The plant produced 268 tonnes of copper concentrate.

Recent Developments in Morocco

Silver Hill Copper-Silver Exploration Project, Morocco and exploration results

From December 2020 to February 2021, Trigon undertook a 3,000 m drilling program at Silver Hill, over 13 holes (S13 to S25), with the aim being to get a better understanding of the structural and local geology, to test mineralization and potential sulphides below the high-grade oxide zone as well as to investigate a potential second structure with strike extension to the north. The drilling was structured as four fences as set out in the figure below.

Between April and June 2021, Trigon announced the assay results from holes S13 to S25, the key highlights of which are set out as follows:

• S13 - 8 metre @ 1.8% copper and 121 g/t silver from 32.5 metre depth. Assay results included a 0.5 m interval of 14.87% copper, 1000 g/t silver and 173 ppm cobalt.

• S14: 2 metres @ 1.27% copper and 5 g/t silver, from 63 metre depth.

• S16: 10 metres @ 0.98% copper and 20 g/t silver.

• S17: 3 metre @ 1.41% copper.

• S20: 31 metre @ 0.74% copper and 23 g/t silver including: o 8 metre @ 1.35% copper and; o 6 metre @ 1.23% copper and 75 g/t silver.

• S23: 32 metres of 0.77% copper and 28.5 g/t silver including; o 11 metres @ 1.01% copper and 37 g/t silver; and o 12 metres @ 0.96% copper and 41 g/t silver.

• S24: 30 metres of 0.73% copper and 21 g/t silver, including; o 13 metres @ 0.91% copper and 39 g/t silver; and o 5 metres @ 0.98% copper and 20 g/t silver.

• S27: 5 metres @ 1.4% copper and 33.6 g/t silver, from 21 metres depth, plus 3 metres @ 0.61% copper and 40 g/t silver.

During the fourth quarter of its fiscal year ending March 31, 2022, the Company completed a detailed IP survey (induced polarization survey) of the Silver Hill exploitation permit.

Initial drilling targeted areas that showed evidence of historical mining, testing the strength of the mineralization in those areas. The program successfully identified copper and silver grades, with notable values for cobalt. The survey covers the areas of known mineralization providing signatures to compare to other areas of the property. Highly mineralized areas, defined by drilling or trenching, all had notable chargeability anomalies, and areas without mineralization coincided with areas of weak chargeability. However, the areas of drilled mineralization only accounted for two of the numerous chargeability anomalies and did not test any of the strongest anomalies, but comparatively weak anomalies near the surface. The survey identified two trends that run the full length of the property, increasing the scope of our target to two parallel trends with deep roots, beyond the two discrete zones that are visible at surface. Readers should refer to our March 23, 2022 press release for more details on the IP survey results.

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Fourth Quarter Highlights

• On January 5, 2022, Trigon announced the first concentrates were produced at Kombat. The teams worked through the Christmas period to complete the installation of filter presses and run ore through the full production process to achieve this milestone.

• On February 7, 2022, Trigon closed the first tranche of a non-brokered private placement raising gross proceeds of $1,159,425 by issuing 3,312,642 units at $0.35 each. Each unit consisted of a common share and one-half of one common share purchase warrant. Each warrant entities the holder thereof to acquire one common share at a price of $0.50 for a period of 24 months following the closing date of the private placement.

• On February 16, 2022, Trigon closed the second tranche of the non-brokered private placement raising gross proceeds of $1,347,032 by issuing 3,848,665 units on the same terms as the first tranche.

• On February 28, 2022, Trigon announced its first shipment of copper concentrate from the mine to metals trader and offtaker IXM S.A.’s (“IXM”) warehouses in Walvis Bay, Namibia. Trigon’s first sale was for 268 dry metric tonnes grading 17.35% copper, 252 grams/ tonne silver and 0.66% lead.

• On March 14, 2022, Trigon closed a non-brokered private placement financing raising gross proceeds of $1,945,000 by issuing 4,862,500 units at a price of $0.40 per Unit. Each unit consisted of a common share and one-half of one common share purchase warrant. Each warrant entities the holder thereof to acquire one common share at a price of $0.50 for a period of 24 months following the closing date of the private placement.

• On March 23, 2022, Trigon completed an induced polarization survey of its Silver Hill project in Morocco. Initial drilling targeted areas that showed evidence of historical mining, testing the strength of the mineralization in those areas. The program successfully identified copper and silver grades, with notable values for cobalt. The survey covers the areas of known mineralization providing signatures to compare to other areas of the property. Highly mineralized areas, defined by drilling or trenching, all had notable chargeability anomalies, and areas without mineralization coincided with areas of weak chargeability. However, the areas of drilled mineralization only accounted for two of the numerous chargeability anomalies and did not test any of the strongest anomalies, but comparatively weak anomalies near the surface. The survey identified two trends that run the full length of the property, increasing the scope of our target to two parallel trends with deep roots, beyond the two discrete zones that are visible at surface.

Subsequent Events

Lind Partners Financing

On April 28, 2022, Trigon announced that it has entered into a convertible security funding agreement dated April 27, 2022 (the “Agreement”) with Lind Global Fund II, LP, an entity managed by The Lind Partners, LLC, a New York-based institutional fund manager (together, “Lind”). Under the terms of the Agreement, Trigon issued to Lind a convertible security in the principal amount of C$5,500,000, with such proceeds being used for general working capital and to repay all outstanding amounts owing to IXM pursuant to the credit facility between IXM and the Company. Commencing four months after closing, the Company will begin repaying the convertible security in monthly installments of $275,000. Lind will have the right to convert any portion of the principal amount at a price per share of $0.335. Prepaid interest will accrue over a period of 24 months from closing and once accrued, Lind will have the option to convert accrued prepaid interest into common shares at a price equal to 90% of the market closing price of the common shares on the day immediately prior to conversion. The convertible security ranks senior and is secured by all of the Company’s assets, except shares in the Company’s Moroccan subsidiary as detailed below. In connection with the convertible security, the Company has issued Lind 15,925,373 common share purchase warrants exercisable for a term of 24 months at an exercise price of $0.35 per common share.

Sprott Mining Financing

On May 24, 2022, Trigon entered into a credit agreement dated May 24, 2022 with Sprott Mining Inc. (“Sprott”) and the Company’s wholly owned subsidiary, Trigon (Morocco) Holding Corp. (“Trigon Morocco”), pursuant to which Sprott has lent to the Company US$2.5 million (the “Sprott Loan”). The Sprott Loan has a term of 180 days (the “Term”) and accrues interest at the rate of 12.0% per annum, payable in arrears. The Sprott Loan is secured by security interest over all present and after acquired property of Trigon and Trigon Morocco, with a first ranking charge against Trigon’s Moroccan assets including a guarantee from Trigon Morocco and a share

Page 9 of 32

pledge of its Trigon Morocco shares. Pursuant to the Sprott Loan, upon closing of the Sprott Loan Trigon has issued 2,500,000 common share purchase warrants (the “Initial Warrants”) each exercisable for one common share of Trigon at a price of C$0.47 per common share for a period of one year from the date of their issuance, subject to customary adjustment provisions. In the event that Trigon and Sprott enter into an agreement for stream of silver deliveries equal to 8.25% of the silver produce from the Kombat Mine as contemplated in the credit agreement, the Initial Warrants will be cancelled and, subject to the approval of the TSX Venture Exchange (the “TSXV”), 2,500,000 warrants (the “Stream Warrants” and interchangeably with the Initial Warrants, the “Warrants”) will be issued. It is contemplated that each Stream Warrant will, if issued, have a strike price at a 35% premium to the 5-day VWAP share price for the 5 days prior to the execution of a stream agreement (or such other exercise price as agreed to by the parties and as may be required by the TSXV) and will be exercisable for one common share of the Company for a term of three years (or such other term as required by the TSXV) and will otherwise have customary adjustment provisions. The Warrants (and the underlying common shares, if the Warrants are exercised within four months of their issuance), shall be subject to a four-month statutory hold period. The proceeds of the Sprott Loan have been used to fund the Company’s operations in Namibia and for working capital purposes. The Sprott Loan is considered to be a non-arm’s length transaction under the policies of the TSX Venture Exchange (“TSXV”) and a related party transaction under Multilateral Instrument 61- 101 Protection of Minority Securityholders in Special Transactions ("MI 61-101") given that Mr. Eric Sprott, a principal of Sprott, through 2176423 Ontario Ltd., beneficially owns 31,048,332 common shares of Trigon (or approximately 18.3% of the outstanding Trigon common shares) and 7,524,166 warrants. The Loan has been determined to be exempt from the requirements to obtain a formal valuation or minority shareholder approval pursuant to section 5.5(a) and 5.7(a) of MI 61-101.

Exploration

On May 17, 2022, Trigon announced the delineation of a new area of mineralization referred to as the Central Pit southwest extension, and results from recently drilled holes in the East 900 area. The drilling is part of a 10,000m planned program aimed at resource definition and new exploration for the central license area at the Kombat Mine.

Kombat Mining Operational Update

On July 7, 2022, Trigon provided an operational update for Kombat confirming that to date 1,103,312 tonnes of material have been mined including pre-stripping, 120,775 of ore have mined at an average grade of 0.93% copper and 6.9 g/t silver. 34,762 tonnes ore grading 0.85% copper and 10.97 g/t silver have been fed into the mill and processed producing 861.4 tonnes of concentrate grading 19.75% copper and 271.3 g/t silver. 548 tonnes of concentrate have been shipped and revenue received. The mine has faced a number of challenges to date included working capital constraints, mill flexibility in terms of feed grade and mining throughput in terms of oxidation and variability of the ore, all of which have been successfully addressed. Through the start-up, the ore has been highly oxidized and the feed grade has been highly variable, resulting in the production of some low-quality concentrates. Through March and April, the processing plant team completed the final upgrade of the mill. The process included the installation of reagent dosing pumps to improve the accuracy of dosing as the reagent dosing had previously been erratic. Over this period, the plant also underwent a variety of upgrades with the aim of increasing plant capacity and reliability. Some of the key tasks completed include:

• Changing the secondary crusher 2 from obsolete 2.4kV spares to 525V supply to ensure reliability.

• Cleaning build-up from fines silos to increase available storage capacity

• Improving ball mills feed chute distribution to ensure a stable flow

• Changing the design of the bagging plant to ensure material of the correct consistency is bagged at the required rate to meet daily requirements

A key component of the upgrade was the installation of additional flotation cells, anticipated benefits of which include:

• Increased flotation retention time.

• Ability to float oxides and sulphides separately.

• Ability to produce Cu and Pb concentrates.

At present, the processing plant has the capacity to produce in excess of 350 tonnes per week. Production is constrained by mine production.

Page 10 of 32

High oxidation and variability of the ore in the open pit mining blocks has slowed mining output. In February, mining moved to mining smaller benches and requiring a higher volume of samples including blast hole sampling to get control of grade. This was effective in April, with head grades averaging 1.7% well above the 1.0% target, but it slowed down mining, falling below the mill capacity. The primary problem was the cycle time for confirmation sampling. In June, a mobile XRF sampling team was created and deployed to the mining pit giving the mining team instant feedback and allowing mining speeds to increase.

In addition, mining has begun in the Kavango pit a parallel structure to the Central pit where all of the ore has been sourced to date. The nature of the mineralization in the Kavango pit is more massive, larger higher grade mining blocks, that are expected to allow for higher mining output compared to stringy highly variable vein swarms mined in the Central pit. Currently, highly oxidized ore is being mined at Kavango as the team benches down to the sulphide ore. The mill should start receiving higher grade, high recovery ore from Kavango.

Outlook

Outlook - Namibia

Mining and processing operations to date during the commissioning period have met management’s expectations. The Kombat Mine is advancing towards achieving commercial production. During this process, a number of challenges which arose that were addressed successfully. A new loan facility was arranged, the processing plant capacity was increased to 350 tonnes per day and second open pit, which will soon be yielding higher grade sulphide ore was developed.

The working capital issues that had previously hampered production were overcome with a refinancing and a US$2.5M advance on our planned silver stream from the Company’s largest shareholder, Eric Sprott. The mine is currently meeting its financial obligations from the sale of concentrates. Trigon is also in advanced discussions on the official sale of silver revenues in a streaming agreement that will bring in additional capital necessary to advance underground development. Kombat, through its 45-year operating history, has been an underground mine, and the planned return to underground mining will increase copper and silver grades and lower operating costs, boosting production and profitability.

Outlook - Morocco

Considering the positive results from the IP survey, a new exploration program is built in four steps:

• An orientation-drilling program on the four main IP anomalies (A2-a to A2-d) on the southern IP axis (at least 4-5 drills, up to 750 m in total) and, secondary, on the two minor IP axis (A1-a and A1-b) of the northern IP axis (minimum 2 drills, at least 300 m in total); this corresponds to main six drilling targets

• In case of positive results from the orientation-drilling program, a main and systematic drilling program will be conducted in order to verify-delimit the mineralized zone’s extensions in all spatial dimensions (quantities of drilling to be defined and planed)

• Extension of the IP survey to the southern part of the concession with a configuration that can explore at least at 200-250 m depths considering the topography in this area and the dipping (to the South) of the geological units that host the mineralization

• On the possibly highlighted new IP anomalies in the southern part of the concession, another orientation drilling program will be executed to test these newly discovered anomalies.

Environmental, Social and Governance (“ESG”)

Trigon is committed to being a responsible mineral producer, developer and explorer, and to creating long term shared value for all its stakeholders, including employees, local communities in the areas in which it operates, and shareholders.

For Trigon, ESG is about sustainable development throughout the group, creating tangible, practical plans that achieve real results, and embedding these core principles in our day to day business operations. Sustainability is key in all aspects of our business including environmental management, health and safety, community engagement, security and human rights.

Page 11 of 32

With the restart of the Kombat mine in Namibia, Trigon has a unique opportunity to establish an ESG framework designed specifically for the local community surrounding Kombat, focusing on areas of need in this region. In particular, from a social perspective, Trigon will be focusing on the youth and education with measurable targets to ensure that our initiatives are having a meaningful and lasting impact where they are needed most.

Trigon’s ESG strategy is underpinned by a formal ESG sustainability policy in Namibia, and relevant corporate governance frameworks and policies throughout the company.

Environmental

Trigon is committed to minimizing its footprint in the environments in which it operates.

The company operates under environmental management plans and standards in both Namibia and Morocco, in compliance with local legislation, as approved in terms of its mining and exploration permits in the relevant jurisdictions.

Social

Health and Safety

Trigon places the highest priority on safety in the workplace and since commencing with mining production at Kombat in October 2021 and plant commissioning in December 2021 has implemented various formal policies to ensure the health and safety of all employees and visitors to the site.

Covid-19

Trigon has implemented a range of preventative measures at the Kombat mine, including social distancing, health screening and an ongoing focus on hygiene measures. Given these measures, the restart activities at Kombat have remained largely unaffected by Covid-19 during the period under review.

The following initiatives were undertaken during the quarter under review:

• 5,000 liters of water provided daily to the Kombat Combined School.

• Sponsored stationery to the value of N$ 10,000 to the Kombat Combined School benefitting 150 Grade 7 learners; and

• Assistance provided in respect of IT technical support to the Kombat Combined School.

• Community vegetable garden:

• 70 ladies employed in the garden each month.

• 1 million liters of water provided to community gardens each month

• 1.5 hectares of Maize harvested and about 500 Kg tomatoes

Kombat town and community:

• 100 people employed on an ad hoc basis as general labour.

• 44 million liters of drinking water extracted for Kombat town residents’ use. o 50 tons of domestic waste collected and moved monthly.

Governance

Trigon maintains high standards of corporate governance throughout its structure, operating within a framework of relevant corporate policies and board charters, in order to ensure that corporate decision making reflects the values of the group and its commitment to sustainable development.

Financial Review

The Company is a mineral exploration and development company and did not have any revenues or profits from operations during the three and twelve months ended March 31, 2022, or as of the date of this MD&A. Field exploration, supervisory costs and costs associated with maintaining its mineral properties are expensed and charged against earnings until the Company has a reasonable expectation that the property is capable of

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commercial production, supported by a positive economic analysis showing a NI 43-101 compliant Mineral Reserve, approved by the Board.

During the year ended March 31, 2022, the Company restarted production at its Kombat Mine. As at March 31, 2022, the Company had not achieved commercial production and was still in the commissioning phase. During the commissioning phase, all operating costs associated with production have been capitalized to the mine development asset on the consolidated statement of financial position. Any revenues earned during the commissioning phase will be credited against the mine development asset rather than recognized in the consolidated statement of loss. The Company made its first sale of copper concentrate in April 2022.

The exchange rates between the Canadian and Namibian dollars for three and twelve months ended March 31, 2022 and 2021 were as follows:

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----- Start of picture text -----

Three months ended Year ended
Foreign currency exchange rates March 31, March 31,
to Canadian dollars 2022 2021 2022 2021
Namibian dollars - average 11.8305 11.8061 12.0055 12.3505
Namibian dollars - closing 11.6904 11.7691 11.6904 11.7691
----- End of picture text -----

Copper and silver prices as at March 31, December 31, September 30 and June 30, 2022 and 2021 were as follows:

==> picture [488 x 48] intentionally omitted <==

----- Start of picture text -----

March 31, December 31, September 30, June 30,
2022 2021 2021 2020 2021 2020 2021 2020
Copper prices (US$ per lb) 3.76 4.00 4.46 3.53 4.09 2.86 4.30 2.72
Silver prices (US$ per oz) 20.81 24.94 23.33 24.97 22.02 24.19 26.17 18.13
----- End of picture text -----

Selected Annual Results

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----- Start of picture text -----

For the years ended March 31, 2022 March 31, 2021 March 31, 2020
----- End of picture text -----

For theyears ended	March 31, 2022	March 31,2021	March 31,2020
	$	$	$
Net loss attributable to shareholders of the Company	6,513,888	6,374,773	2,822,676
Basic and diluted loss per share	0.05	0.06	0.05
Total
assets	22,670,015	3,803,307	2,430,872
Total non-current financial liabilities	3,175,343	1,015,729	-

The Company’s financial results have been driven primarily by the mine restart activities in Namibia and ongoing exploration activities in respect of both its Namibian and Moroccan properties. Exploration and evaluation expenditures and overall general and administrative expenses were higher in fiscal 2022 compared to fiscal 2021 primarily due to the newly acquired Silver Hill property in Q3 and Q4 of fiscal 2021 and the additional operating and exploration activities thereof during the current year. The exploration and evaluation expenditures in Namibia in fiscal 2022 were lower compared to that of fiscal 2021 since the Company has progressed into the restart of open pit mining and the production of copper concentrate at the Kombat Mine. All the development costs associated with the startup are capitalized and expected to be amortized over the life of mine during production phase.

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Summary of Quarterly Results

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----- Start of picture text -----

March 31, December 31, September 30, June 30,
2022 2021 2021 2021
Earning and cash flow $ $ $ $
Net loss attributable to shareholders of the Company 2,723,173 1,689,629 1,248,401 852,685
Basic and diluted loss per share 0.02 0.01 0.01 0.01
Cash flow used in operating activities (404,143) (534,202) (1,766,536) (631,337)
Cash flow used in investing activities (3,624,517) (5,863,443) (5,470,198) (2,303,633)
Cash flow from financing activities 3,873,272 2,734,301 9,635,089 1,422,527
Balance sheet
Total assets 22,670,015 18,175,802 12,972,413 4,723,109
March 31, December 31, September 30, June 30,
2021 2020 2020 2020
Earning and cash flow $ $ $ $
Net loss attributable to shareholders of the Company 1,435,662 1,092,425 3,424,286 422,400
Basic and diluted loss per share 0.01 0.01 0.04 0.00
Cash flow used in operating activities (886,176) (1,203,627) (332,364) (457,858)
Cash flow from investing activities (397,389) (602,860) 10,702 10
Cash flow from (used in) financing activities 341,499 503,107 4,305,869 -
Balance sheet
Total assets 3,803,307 4,783,240 5,997,447 1,966,180
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Going Concern

The consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. As at March 31, 2022, the Company had negative working capital of $5,179,620 compared with positive working capital of $2,139,702 as at March 31, 2021. In the three and twelve months ended March 31, 2022, the Company incurred net losses of $3,030,562 and $7,214,373 (three and twelve months ended March 31, 2021: $1,489,532 and $6,504,463). There is no assurance that additional financing will be available on terms acceptable to the Company, or at all. These matters represent material uncertainty that casts significant doubt on the Company’s ability to continue as a going concern.

Results of Operations

During the three and twelve months ended March 31, 2022, the Company recorded net losses of $3,030,562 and $7,214,373 ($0.02 and $0.05 per share, respectively) compared to $1,489,532 and $6,504,463 ($0.04 and $0.06 per share, respectively) for the same period in the prior year. The higher costs for the three and twelve months ended March 31, 2022, compared to the three and twelve months ended March 31, 2021 are mainly due to $2.9 million acquisition costs incurred on the Silver Hill property in the prior year, increased other income in the current year, offset by increased operating costs and exploration costs incurred by newly acquired Silver Hill property in Morocco, increased corporate consulting, travel, general and administration expenses, depreciation, foreign exchange loss and accretion expenses in the current year. The Company has progressed into the restart of open pit mining and the production of copper concentrate at the Kombat mine, Namibia and has incurred $16,636,468 of mine restart and development costs during the twelve months ended March 31, 2022. The development costs are capitalized as assets under construction and will be amortized over the life of mine during production phase going forward.

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----- Start of picture text -----

Year ended
March 31,
2022 2021
Trigon Namibia
Drilling and assay $ 526,949 $ 30,510
Field office and support - 178,541
Consulting and labour 17,402 682,778
Licence and permit 3,448 1,404
Technical report - 30,533
Environmental assessment - 14,901
Travel - 71,579
Preproduction costs - 10,936
$ 547,799 $ 1,021,182
Technomine, Morocco
Assay and survey $ 12,594 $ 60,030
Drilling 49,908 258,257
Field office and support 87,918 48,611
Consulting and labour 352,730 228,173
Travel 34,290 2,513
Acquisition of exploration and evaluation property - 2,862,351
$ 537,440 $ 3,459,935
Gazania Namibia
Environmental assessment $ 65 $ -
Licence and permit 709 487
Field office and support 15,344 56
Acquisition of exploration and evaluation property (200,000) 500,000
$ (183,882) $ 500,543
Total exploration and
evaluation expenditures $ 901,357 $ 4,981,660
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Expenses of an administrative nature, including consulting and professional fees, travel, shareholder communications and general and administration costs, were kept as low as possible as the Company endeavours to raise the funding required to proceed with the development of the Kombat and Silver Hill projects.

The Company has progressed into the restart of open pit mining and the production of copper concentrate at the Kombat mine, Namibia during the year and incurred $16,636,468 of mine restart and development costs.

The exploration and evaluation expenditures in the three and twelve months ended March 31, 2022 of $291,412 and $901,357, respectively, are related to the costs of personnel and general and administration activities incurred in respect of the Kombat project in Namibia and the Gazania and Silver Hill properties acquired in Morocco and Namibia during Q3 and Q4 in the prior year. The Company reversed $200,000 of acquisition fees payable in connection with Gazania as EPL 3540 was not ultimate renewed by the Ministry of Mines & Energy.

Cash Flows

Operating Activities

Cash used in operating activities before changes in non-cash working capital was $1,655,833 and $5,658,798

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during the three and twelve months ended March 31, 2022, compared to $774,606 and $2,855,987 during the three and twelve months ended March 31, 2021. The increase in cash used in operating activities is due primarily to the Kombat mine restart and exploration and evaluation expenditures incurred for the Kombat and Silver Hill projects in Namibia and Morocco.

Cash provided by working capital during the three and twelve months ended March 31, 2022 was $1,251,690 and $2,322,580 compared with cash used in of $111,570 and $24,038 for the three and twelve months ended March 31, 2021, attributed primarily to a decrease in amounts receivable and prepaids partially offset by increased accounts payable and accrued liabilities.

Investing Activities

Cash of $3,624,517 and $17,261,791 was used in investing activities in the three and twelve months ended March 31, 2022 relating to purchase of assets associated with the Kombat mine restart, including office furniture, vehicles, machinery and plant equipment compared to $397,389 and $989,537 used in the three and twelve months ended March 31, 2021 which was primarily due to the acquisition of a mineral property.

Financing Activities

Cash of $3,873,272 and $17,665,189 was provided by financing activities during the three and twelve months ended March 31, 2022 compared to $341,499 and $5,150,475 during the three and twelve months ended March 31, 2021. During the twelve months ended March 31, 2022, the Company raised $11,317,457 through private placement, received $4,727,431 and $9,000 respectively through exercises of warrants and options, received $3,055,769 through a loan, partially offset by lease liability payments of $858,446 and $586,022 in share and warrant issue costs.

Liquidity and Capital Resources

The Company currently spends its available funds on its corporate, general and administrative obligations and to carry out development work at its project in Namibia with the ultimate objective of establishing ore of commercial tonnage and grade and bringing the Kombat project into steady state production, and on exploration work on the early stage Silver Hill project. As the Company is in the development phase and generates no revenues, the necessary funds have to be raised through equity or debt financing, most commonly within the Canadian public markets. Factors such as general market conditions for junior mining companies and the results of exploration activities will affect future capital raising, which may substantially affect future activities. The Company proposes to continue exploration and development activities at its projects and the raising or generation of additional capital will be required for future acquisitions, operations, and work programs. There are no assurances that the Company will continue to be successful in raising additional funds or that other forms of equity capital or debt financing will be available to the Company in the future or on satisfactory terms. Any additional equity financing may be on terms that are dilutive, or potentially dilutive, to the Company’s shareholders and debt financing, if available, may involve restrictive covenants with respect to the Company’s ability to pay dividends, raise additional capital or execute various other financial and operational plans.

Notwithstanding the foregoing, if, at any time, the Company’s Board of Directors deems continued exploration or development expenditures at Trigon’s properties to be unwarranted, based on results up to that time or for any other reason, the Company may suspend or discontinue exploration or development of such properties and apply the funds on hand towards the acquisition, exploration or development of new properties or, if required, the general working capital of the Company. As at March 31, 2022, the Company had no other long-term debt except for the IXM project financing loan and a long term payable with respect to future payments per the definitive agreement entered into by the Company for the acquisition of Technomine.

The Company’s objective is to maintain a strong capital base with the goal of:

• maintaining financial flexibility;

• maintaining creditor and investor confidence; and

• sustaining the future development of the business.

The Company manages its capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. The most significant alternatives available for the management of

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the capital structure include adjusting capital spending or the issue of shares or raising of debt finance when management and the Board of Directors feel the timing is appropriate.

Project Finance and Offtake

IXM Financing Facility

On October 27, 2021, the Company entered into a credit agreement with IXM SA (“IXM”) for a $6,248,000 (US$5 million) project finance facility (the “Facility”) to finance capital and operating expenditures for the restart of the Kombat Mine.

The Facility was structured in two tranches of $3,124,000 (US$2.5 million) each. The first $3,124,000 (US$2.5 million) tranche was drawn down in November 2021 and a further $312,400 (US$250,000) was drawn in January 2022. The remaining $2,811,600 (US$2.25 million) tranche was available for draw down after confirmation of further funding support.

The Company paid IXM a commitment fee of 3.2% of the Facility amount and an arrangement fee of 1.0% of the Facility amount, each fee payable pro rata based on the amount of each tranche.

The Company provided an unsecured guarantee of the obligations under the Facility, pledged its shares of its Namibian subsidiary and provided a general notarial bond over assets located in Namibia.

The IXM financing facility was repaid in full subsequent to March 31, 2022 and the security over the Namibian shares and assets was released.

Sprott Loan

On May 24, 2022, Trigon entered into a credit agreement dated May 24, 2022 with Sprott Mining Inc. (“Sprott”) and the Company’s wholly owned subsidiary, Trigon (Morocco) Holding Corp. (“Trigon Morocco”), pursuant to which Sprott has lent to the Company US$2.5 million (the “Sprott Loan”). The Sprott Loan has a term of 180 days (the “Term”) and accrues interest at the rate of 12.0% per annum, payable in arrears.

The Sprott Loan is secured by security interest over all present and after acquired property of Trigon and Trigon Morocco, with a first ranking charge against Trigon’s Moroccan assets including a guarantee from Trigon Morocco and a share pledge of its Trigon Morocco shares. Pursuant to the Sprott Loan, upon closing of the Sprott Loan Trigon has issued 2,500,000 common share purchase warrants (the “Initial Warrants”) each exercisable for one common share of Trigon at a price of C$0.47 per common share for a period of one year from the date of their issuance, subject to customary adjustment provisions.

In the event that Trigon and Sprott enter into an agreement for stream of silver deliveries equal to 8.25% of the silver produce from the Kombat Mine as contemplated in the credit agreement, the Initial Warrants will be cancelled and, subject to the approval of the TSXV, 2,500,000 warrants (the “Stream Warrants” and interchangeably with the Initial Warrants, the “Warrants”) will be issued. It is contemplated that each Stream Warrant will, if issued, have a strike price at a 35% premium to the 5-day VWAP share price for the 5 days prior to the execution of a stream agreement (or such other exercise price as agreed to by the parties and as may be required by the TSXV) and will be exercisable for one common share of the Company for a term of three years (or such other term as required by the TSXV) and will otherwise have customary adjustment provisions. The Warrants (and the underlying common shares, if the Warrants are exercised within four months of their issuance), shall be subject to a four month statutory hold period.

The proceeds of the Sprott Loan have been used to fund the Company’s operations in Namibia and for working capital purposes.

Sprott is a related party of the Company as it is a 10% security holder of the Company.

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Copper Concentrate Offtake

On November 16, 2021, IXM and the Company entered into an exclusive offtake agreement whereby IXM will acquire 100% of the production from the Kombat open pit mine. The “Initial Term” shall commence from the date of commercial production and shall continue for a minimum period of six full calendar (6) years. The Company shall deliver a minimum quantity of 80,000 dry metric tonnes (“DMT”) of material during the Initial Term (“Minimum Quantity”). In the event the Minimum Quantity is not delivered during the Initial Term then, at the sole option of IXM, the Initial Term may be extended until the Minimum Quantity has been delivered by the Company to IXM.

Sprott Resource Streaming and Royalty Corporation (“Sprott Streaming”) Streaming Agreement

In July 2022, the Company announced that it had entered a non-binding term sheet with Sprott Streaming and Sprott for $33,364,000 (US$27,500,000) silver and copper stream transaction for the Company’s Kombat Mine, consisting of $31,240,000 (US$25,000,000) from Sprott Streaming and $3,124,000 (US$2,500,000) from Sprott. The $3,124,000 (US$2,500,000) from Sprott will be set off against the $3,124,000 (US$2,500,000) loan from Sprott. Under the agreement, the Company shall sell and deliver to Sprott 100% of silver produced from the Kombat Mine for the life of mine. Sprott Streaming will receive a 3.15% copper stream commencing when phase one underground mining begins that will terminate when mining phase two begins. This streaming agreement is restricted to the Kombat Mine project and does not include any other new or existing projects for the Company.

Non IFRS Measures

The Company has included certain non-IFRS performance measures, namely working capital, throughout this document. In the mining industry, this is a common non-IFRS performance measure but does not have a standardized meaning. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, we and certain investors use this information to evaluate the Company’s performance and ability to generate cash, profits and meet financial commitments. Non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The following table provides a reconciliation of working capital to the Company’s eight most recently completed quarters.

As at March 31, 2022, the Company had negative working capital of $5,179,620 compared to positive working capital of $2,139,702 as at March 31, 2021, including cash of $399,514 (March 31, 2021: $3,332,334). The Company’s primary capital needs are funds for the exploration and development of its mining properties, administrative expenses and working capital. The Company will maintain its excess working capital in Canadian dollars, which are only converted to Namibian dollars or Moroccan dirhams as required. The Company maintains most of its cash reserves at a large reputable Canadian commercial bank in high quality short-term deposits or cash.

Working Capital	March 31,	December 31,	September 30,	June 30,	March 31,	December 31.	September 30,	June 30,
	2022	2021	2021	2021	2021	2020	2020	2020
	$	$	$	$	$	$	$	$
Cash	399,514	554,902	4,218,246	1,819,891	3,332,334	4,272,400	5,577,780	1,593,573
Receivables	2,301,171	1,606,170	547,588	195,322	56,557	166,409	103,359	33,500
Prepaid expenses	528,129	86,376	82,830	31,469	26,044	8,096	9,556	16,751
Accounts payable and
accrued liabilities	(5,707,337)	(3,108,908)	(848,313)	(798,879)	(437,457)	(525,369)	(1,183,621)	(339,431)
Lease liability	(1,053,160)	(1,703,160)	-	-	-	-	-	-
Lease liability	(970,300)	-	-	-	-	-	-	-
Acquisition fees payable	(677,637)	(854,682)	(832,021)	(860,391)	(837,776)	(616,172)	(593,478)	Nil
Bridge financing	Nil	Nil	Nil	Nil	Nil	Nil	Nil	(426,874)
Working Capital	(5,179,620)	(3,419,302)	3,168,330	387,412	2,139,702	3,305,364	3,913,596	877,519

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Operating Segments

The Company has concluded that it has only one material operating segment (the development of its Namibian mineral licenses) for financial reporting purposes.

Off-Balance Sheet Arrangements

To the best of management’s knowledge, the Company has no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or the financial condition of the Company.

Financial Commitments, Contingencies and Litigation

Management contracts

The Company is party to certain management contracts and severance obligations. These contracts contain clauses requiring additional payments of up to $846,000 to be made to the officers of the Company upon the occurrence of certain events such as a change of control. As a triggering effect has not taken place, the contingent payments have not been reflected in the consolidated financial statements. Additional minimum management contractual commitments remaining under the agreements are approximately $419,000, all due within one year. Upon the occurrence of the triggering event, the Company will also have an increase in commitments relating to the subsequent occurrence of certain events such as a change of control or termination of the management contracts.

Legal claims

From time to time, the Company is named as a party to claims or involved in proceedings, including legal, regulatory and tax related, in the ordinary course of its business. While the outcome of these matters may not be estimable at period end, the Company makes provisions, where possible, for the estimated outcome of such claims or proceedings. Should a loss result from the resolution of any claims or proceedings that differs from these estimates, the difference will be accounted for as a charge to net loss in that period.

Environmental

The Company’s mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

Property obligations

Kombat Project

On April 23, 2012, the Company purchased, through the acquisition of Trigon Namibia, an effective 80% interest in the mining assets commonly known as the Kombat project, whose assets include a 100% interest in five mining licenses and one exclusive prospecting licence in northern Namibia. As at March 31, 2021, the Company has expended sufficient capital to ensure the licenses remain in good standing. The mining licenses expired in March 2019 and renewal applications were timeously lodged by the Company. In June 2021, the Company was awarded the renewal of the mining licenses for its five land holdings until June 3, 2031.

Silver Hill Project

In September 2020, the Company completed its acquisition of 100% equity interest in Technomine, a Moroccan company, from Technomine’s shareholders. The Company is required to meet the terms of the transaction outlined in the definitive agreement as consideration for the acquisition. See Outlook / Current Strategy in Morocco section for details.

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Related Party Transactions

Compensation of key management

Compensation awarded to key management, including the Company’s directors and officers, during the three and twelve months ended March 31, 2022 and 2021 was as follows:

==> picture [450 x 88] intentionally omitted <==

In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including directors (executive and non-executive) of the Company.

Included in accounts payable and accrued liabilities as at March 31, 2022 was approximately $39,550 for consulting fees and expenses (March 31, 2021: $30,234). Such amounts are unsecured, non-interest bearing and with no fixed terms of payment.

In September 2021, Eric Sprott, through 2176423 Ontario Ltd. (a corporation he beneficially owns) exercised 1,333,333 warrants of Trigon Metals Inc., at $0.25 per common share for aggregate consideration of $333,333. This results in Mr. Sprott beneficially owning and controlling 31,048,332 shares and 7,524,166 warrants representing approximately 19.99% of the outstanding shares on a non-diluted basis and approximately 23.7% on a partially diluted basis assuming the exercise of such Warrants.

In September 2021, Jed Richardson, a director and officer of the Company exercised 433,333 share purchase warrants of the Company for consideration of $108,333.

Critical Management Judgments and Accounting Estimates

The preparation of the consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Such estimates and assumptions affect the carrying value of assets and impact decisions as to when exploration and development costs should be capitalized or expensed. Estimates and underlying assumptions are reviewed on an ongoing basis and revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Actual results may differ from these estimates and these differences could be material.

The significant areas of judgment and estimation uncertainty considered by management in preparing the consolidated financial statements include:

Critical judgment in applying accounting policies:

• Carrying values and impairmentcharges

Events or changes in circumstances can give rise to significant impairment charges or reversals of impairment in a particular year. Management exercises its judgment in determining when such events or changes in circumstances have arisen and where such circumstances evidence a significant or prolonged decline in the fair value of assets indicating impairment.

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• Commercial production

The determination of when the mine is in a condition necessary for it to be capable of operating in the manner intended by management (referred to as “commercial production”) is a matter of judgment that will impact when the Company recognizes revenue and operating costs in the consolidated statement of loss and depreciation and depletion commence. In making this determination, management considered whether (a) the major capital expenditures to bring the mine to the condition necessary for it to be capable of operating in the manner intended by management had been completed; (b) a reasonable period of commissioning had been completed; (c) consistent operating results have been achieved at the previously budgeted level of design capacity; and (d) the transfer of operations from the construction personnel to operations personnel had been completed. As at March 31, 2022, management and the Board has not declared for commercial production.

• Control of subsidiaries

The Company consolidates subsidiaries over which it has control. Management assesses control in accordance with IFRS 10 - Consolidated Financial Statements and has determined that it controls each of the following subsidiaries:

PNT FinanceCo Corp. Kombat Holdings Namibia (Pty) Ltd. Trigon Mining (Namibia) (Pty) Ltd. (formerly Manila Investments (Pty) Ltd.) Trigon (Morocco) Holding Corp. Technomine Africa Sarl. Gazania Investments Nine (Pty) Ltd.

• Determination of functional currency

Based on the primary indicators in IAS 21 - The Effects of Change in Foreign Exchange Rates , the Canadian dollar has been determined to be the functional currency of the Company and all subsidiaries as the Canadian dollar is the currency in which funds from financing activities (i.e. issuing debt and equity instruments) are generated and because the activities of the foreign operations are carried out as an extension of the reporting entity, rather than with a significant degree of autonomy. Effects of changes in foreign exchange rates are recorded as a foreign exchange gain (loss) on the consolidated statement of loss. If the functional currency of the Namibian and Moroccan entities had been the Namibian dollar and Moroccan dirham respectively, the effect of changes in foreign exchange rates would have been reflected as other comprehensive income (loss) and carried as a cumulative translation adjustment within accumulated other comprehensive income (loss) in the equity section of the consolidated statement of financial position.

• Determination of discount rates

Determination of the discount rate for acquisition fees payable is based on comparison to similar interest bearing debt instruments of a group of comparative companies.

• Acquisitions

For acquisitions, the Company must make assumptions and estimates to determine the purchase price accounting of the assets and liabilities being acquired, as well as the expected outcomes of contingent items. To do so, the Company must determine the acquisition date fair value of the identifiable assets acquired and liabilities assumed. The determination of these fair market values is inherently subjective and require judgment. These assumptions and estimates have an impact on the asset and liability amounts recorded in the consolidated statement of financial position.

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Key sources of estimation uncertainty:

• Depreciation rates

All property, plant and equipment, with the exception of land and buildings, are depreciated to their estimated residual values on a straight-line basis over three to five years, which the Company believes is the best approximation of the asset utility to the Company. If the estimated life had been longer than management’s estimate, the carrying amount of the asset would have been higher.

• Carrying values and impairment charges

The determination of carrying values and impairment charges and their individual assumptions require that management make an estimate based on the best available information at each reporting period. Under situations where management has determined indicators of impairment are present, an impairment assessment will be performed by management whereupon management looks at the higher of the recoverable amount or fair value less costs to sell in the case of assets.

• Mineral Reserve and Mineral Resource estimates

The figures for Mineral Reserves and Mineral Resources are determined in accordance with National Instrument 43-101, “ Standards of Disclosure for Mineral Projects ”, issued by the Canadian Securities Administrators. There are numerous uncertainties inherent in estimating Mineral Reserves and Mineral Resources, including many factors beyond the Company’s control.

Such estimation is a subjective process and the accuracy of any Mineral Reserve or Mineral Resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Differences between management’s assumptions, including economic assumptions such as metal prices and market conditions, and future circumstances could have a material effect in the future on the Company’s financial position and results of operation.

• Share-based payment transactions and warrants

The Company records share-based compensation at fair value over the vesting period. The Company also issues warrants. The fair value of the options and warrants is determined using the Black-Scholes options pricing model and management assumptions including the expected dividend yield, expected volatility, forfeiture rate, risk free rate and expected life. Should the underlying assumptions change, it will impact the fair value. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.

• Estimation of decommissioning and restoration costs and the timing of expenditure

The cost estimates are updated annually to reflect known developments, (e.g. revisions to cost estimates and to the estimated lives of operations) and are subject to review at regular intervals. Decommissioning, restoration and similar liabilities are estimated based on the Company’s interpretation of current regulatory requirements and constructive obligations, and are measured at fair value. Fair value is determined based on the net present value of estimated future cash expenditures for the settlement of decommissioning, restoration or similar liabilities that may occur upon decommissioning of the mine. Such estimates are subject to change based on changes in laws and regulations and negotiations with regulatory authorities.

• Income, value added, withholding and other taxes

In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction.

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The Company considers whether relevant tax planning opportunities are within the Company’s control, are feasible, and are within management’s ability to implement. Examination by applicable tax authorities is supported based on individual facts and circumstances of the relevant tax position examined considering all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets recognized. Also, future changes in tax laws could limit the Company from realizing the tax benefits from the deferred tax assets. The Company reassesses unrecognized income tax assets at each reporting period.

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

Financial Instruments and Financial Risk Management

The Company’s financial assets and financial liabilities consist of cash, amounts receivable, project financing, and accounts payable and accrued liabilities. The carrying value of these financial instruments approximates their fair value due to the short-term nature of these instruments. The Company has no financial instruments recorded at fair value.

Financial assets and financial liabilities as at March 31, 2022 were as follows:

	Assets	& liabilities	Assets & liabilities	Assets & liabilities
		at		at fair value		TOTAL
	amortized cost		throughprofit & loss
At March 31, 2022
Financial assets:
Cash	$	399,514	$	-	$	399,514
Amounts receivable		53,571		-		53,571
Financial liabilities:
Accounts payable and accrued liabilities		(5,707,337)		-		(5,707,337)
Lease liability		(1,053,160)		-		(1,053,160)
Acquisition fees payable		(1,767,511)		-		(1,767,511)
Loan payable		(3,055,769)		-		(3,055,769)
At March 31, 2021
Financial assets:
Cash	$	3,332,334	$	-	$	3,332,334
Amounts receivable		414		-		414
Financial liabilities:
Accounts payable and accrued liabilities		(437,457)		-		(437,457)
Acquisition fees payable		(1,853,505)		-		(1,853,505)

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

• Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;

• Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

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

The Company considers its capital structure to include the components of shareholders’ equity. Management’s objective is to ensure that there is sufficient capital to minimize liquidity risk and for it to continue as a going concern. As the Company’s properties are in the exploration and development stage, the Company is currently unable to self-finance its operations. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future, or that the terms of such financings will be favourable.

The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than of the TSXV which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of 6 months.

The main risks that could adversely affect the Company's financial assets, liabilities or future cash flows are liquidity risk, credit risk and market risk. The Company has minimal interest rate risk as there are no outstanding variable-rate borrowings and the Company finances its operations primarily through share offerings and shortterm, fixed interest rate debt. Management mandates and agrees policies for managing each of these risks.

The Company is exposed to a variety of financial risks by virtue of its activities including, but not limited to, the following:

• Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting its obligations associated with financial liabilities as they come due. The Company’s ability to continue as a going concern is dependent on the Board and management’s ability to raise the required capital through future equity or debt issuances. The Company manages its liquidity risk by forecasting cash flows required for operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.

The Company’s approach to managing liquidity risk is to endeavour to have sufficient liquidity to meet liabilities when due. As at March 31, 2022, the Company had a cash balance of $339,514 (March 31, 2021: $3,332,334). As at March 31, 2022, the Company’s financial liabilities consisted of accounts payable and accrued liabilities of $5,707,337 (March 31, 2021: $435,573) all due in less than one year, current loan payable of $970,300 (March 31, 2021 - $Nil), other current liabilities of $1,730,797 (December 31, 2021 - $837,776), plus long term liabilities of $3,224,615 (March 31, 2021: $1,015,729).

• Interest rate risk

Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The risk that the Company will realize a loss as a result of a decline in the fair value of cash is limited due to the short-term investment nature. The Company’s outstanding loan is subject to a variable interest rate. A change in interest rate of +/- 1% would result in interest expense of $31,050 (2021 - $Nil).

• Credit risk

Credit risk is risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. Not having a producing asset generating sales and accounts receivable, the Company’s credit risk is considered limited as there is no exposure to a single customer or counterparty. With respect to credit risk arising from financial assets of the Company, which comprise cash and minimal

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receivables, the Company's exposure to credit risk arises from default of counterparties, with a maximum exposure equal to the carrying amount of these instruments. As cash balances are held with high credit quality financial institutions, the credit risk to the Company is considered minimal. The Company monitors and is subject to normal industry credit risks.

• Commodity price risk

The ability of the Company to explore, evaluate and develop its exploration and evaluation properties and the future profitability of the Company are directly related to the price of base and precious metals. The Company monitors metal prices to determine the appropriate course of action to be taken.

• Currency risk

Foreign currency risk is created by fluctuations in the fair value of cash flows of financial instruments due to changes in foreign exchange rates and exposure as a result of investment in its subsidiaries. The Company is exposed to currency risk by incurring certain expenditures in Namibian dollars, US dollars, South African Rand and Australian dollars for its operations in Namibia and in Moroccan dirhams and US dollars in Morocco. The Company has sought to minimize this risk by keeping its cash reserves in Canadian dollars and only purchasing Namibian dollars, US dollars, South African Rand, European Euro and Moroccan dirhams as needed.

New accounting standards and interpretations

Future accounting changes

Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or IFRIC that are mandatory for annual accounting periods beginning on April 1, 2021 or later. Updates that are not applicable or are not consequential to the Company have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the Company.

IAS 1 – Presentation of Financial Statements (“IAS 1”) was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent is based solely on a company’s right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company’s own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. The amendments are effective for annual periods beginning on January 1, 2023.

IAS 1 – In February 2021, the IASB issued ‘Disclosure of Accounting Policies’ with amendments that are intended to help preparers in deciding which accounting policies to disclose in their financial statements. The amendments are effective for year ends beginning on or after January 1, 2023.

IAS 8 – In February 2021, the IASB issued ‘Definition of Accounting Estimates’ to help entities distinguish between accounting policies and accounting estimates. The amendments are effective for year ends beginning on or after January 1, 2023.

IAS 12 – In May 2021, the IASB issued ‘Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction’ that clarifies how entities account for deferred tax on transactions such as leases and decommissioning obligations. The amendments are effective for year ends beginning on or after January 1, 2023.

IAS 16 – Property, Plant and Equipment (“IAS 16”) was amended. The amendments introduce new guidance, such that the proceeds from selling items before the related property, plant and equipment is available for its intended use can no longer be deducted from the cost. Instead, such proceeds are to be recognized in profit or loss, together with the costs of producing those items. The amendments are effective for annual periods beginning on January 1, 2022.

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IAS 37 – Provisions, Contingent Liabilities, and Contingent Assets (“IAS 37”) was amended. The amendments clarify that when assessing if a contract is onerous, the cost of fulfilling the contract includes all costs that relate directly to the contract – i.e. a full-cost approach. Such costs include both the incremental costs of the contract (i.e. costs a company would avoid if it did not have the contract) and an allocation of other direct costs incurred on activities required to fulfill the contract – e.g. contract management and supervision, or depreciation of equipment used in fulfilling the contract. The amendments are effective for annual periods beginning on January 1, 2022.

IFRS 3 – Business Combinations (“IFRS 3”) was amended. The amendments introduce new exceptions to the recognition and measurement principles in IFRS 3 to ensure that the update in references to the revised conceptual framework does not change which assets and liabilities qualify for recognition in a business combination. An acquirer should apply the definition of a liability in IAS 37 – rather than the definition in the Conceptual Framework – to determine whether a present obligation exists at the acquisition date as a result of past events. For a levy in the scope of IFRIC 21, the acquirer should apply the criteria in IFRIC 21 to determine whether the obligating event that gives rise to a liability to pay the levy has occurred by the acquisition date. In addition, the amendments clarify that the acquirer should not recognize a contingent asset at the acquisition date. The amendments are effective for annual periods beginning on January 1, 2022.

Risks and Uncertainties

Investing in the Company involves risks that should be carefully considered. The operations of the Company are speculative due to the high-risk nature of its business, being the acquisition, financing, exploration and development of mineral properties. These risk factors could materially affect the Company’s future operating results and could cause actual events to differ materially from those described in forward-looking information relating to the Company.

Liquidity Concerns and Financing Risks

The Company has limited financial resources, no source of operating cash flow and has no assurance that additional funding will be available for further exploration and the development of its projects or to fulfill its obligations under any applicable agreements. There can be no assurance that adequate financing will be obtained in the future or that the terms of such financing, if secured, will be favorable. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of the Company’s projects with the possible loss of such properties.

While the Company’s consolidated financial statements have been prepared on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business, failure to secure additional funding may cast doubt about the validity of that assumption. Adjustments to the consolidated financial statements, should they be required, could be material.

Exploration and Mining Risks

The Company is engaged in mineral exploration and development activities. Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. The long-term profitability of the Company’s operations will be in part directly related to the cost and success of the Company’s exploration programs, which may be affected by a number of factors beyond the Company’s control. Mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to the exploration and development of, and production from, mineral resources, any of which could result in work stoppages; damage to or destruction of property or production facilities; personal injury; environmental damage; delays in mining; monetary losses and legal liability. Hazards such as unusual or unexpected geological formations, and other conditions such as formation pressures, flooding, fire, explosions, cave-ins, landslides, inclement or hazardous weather conditions, power outages, labour or transportation disruptions and the inability to obtain suitable machinery, equipment or labour are involved in mineral exploration, development and operation.

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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 the funds required for development can be obtained on a timely basis.

Even when mineralization is discovered, it may take several years until production is possible, during which time the economic feasibility of production may change. The economics of developing mineral properties are affected by many factors, including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, allowable production, impediments to the importing and exporting of minerals and environmental protection.

Stage of Development

The Company is in the business of exploring for mineral resources and mining for copper in Namibia, with the ultimate goal of producing from its mineral properties. None of the Company’s properties have commenced commercial production and Trigon has no history of earnings or cash flow from its operations. As a result of the foregoing, there can be no assurance that the Company will be able to develop any of its properties profitably or that its activities will generate positive cash flow. The Company’s operating expenses and capital expenditures may increase in subsequent years in relation to the engagement of consultants and personnel and purchase of equipment associated with advancing exploration, development and commercial production at the Company’s properties. The Company expects to continue to incur losses for in the near term as it ramps up its mining operations in Namibia. There can be no assurance that the Company will generate any revenues or achieve profitability. A prospective investor in the Company must be prepared to rely solely upon the ability, expertise, judgment, discretion, integrity and good faith of management in all aspects of the development and implementation of the Company’s business activities.

Mineral Resource and Mineral Reserve Estimates

There are numerous uncertainties inherent in estimating Mineral Resources and Mineral Reserves, including many factors beyond the control of the Company. Such estimates are a subjective process and the accuracy of any Mineral Resource or Mineral Reserve estimate is a function of the quantity and quality of available data and of the assumptions used and judgments made in engineering and geological interpretation. These amounts are estimates only and the actual level of mineral recovery from such deposits may be different. Differences between management’s assumptions, including economic assumptions such as metal prices and market conditions, could have a material adverse effect on the Company’s financial position and results of operations.

Regulatory Requirements, Permits and Licenses

Even if the Company’s mineral properties are proven to host economic Mineral Reserves or Mineral Resources, factors such as governmental expropriation or regulation may prevent or restrict mining of any such deposits or the repatriation of profits. The Company’s exploration and development activities, including mine, mill, road, rail and other transportation facilities, and potentially financing alternatives, require permits and approvals from various government authorities, and are subject to extensive federal, departmental and local laws and regulations governing prospecting, development, production, exports, project capitalization, taxes, labour standards, occupational health and safety, mine safety and other matters. Such laws and regulations are subject to change, can become more stringent and compliance can therefore become more time consuming and costly. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business. There can be no guarantee that the Company will be able to obtain or maintain all necessary licenses, permits and approvals that may be required to explore, develop and finance its properties, or for the operation of mining facilities. In addition, the Company may be required to compensate those suffering loss or damage by reason of its activities.

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Title to Properties

It is possible that the Company’s mineral properties may be subject to prior unregistered agreements, transfers or native land claims and title may be affected by undetected defects. Title to, and the area of, the mining claims may be disputed and there may be challenges to the title of the properties in which the Company may have an interest, which, if successful, could result in the loss or reduction of the Company’s interest in the properties.

Environmental Regulations

The Company’s activities are subject to environmental protection and employee health and safety regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessment of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Any failure to comply fully with all applicable laws and regulations could have significant adverse effects on the Company, including the suspension or cessation of operations, and there is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations.

Markets for Securities

There can be no assurance that an active trading market in the Company’s securities will be established and sustained or that significant fluctuations in the Company’s share price will not occur. The market prices for securities of many companies, particularly exploration stage companies, are subject to wide fluctuations that are not necessarily reflective of their operating performance, underlying asset values or the prospects of such companies. Factors such as commodity prices, government regulation, interest rates, share price movements of peer companies and competitors, as well as overall market conditions, may have a significant impact on the market price of the securities of the Company.

Commodity Prices

The ability of the Company to develop, explore and evaluate its mineral properties and the future profitability of the Company are directly related to the price of copper and other metals. Factors beyond the control of the Company may affect the marketability of any substances discovered and there is no assurance that a ready market will exist for the sale of commercial quantities of ore. Copper and other metal prices fluctuate widely and are affected by numerous factors beyond the control of the Company. The level of interest rates, the rates of inflation, the world supply of copper and the stability of exchange rates can all cause significant fluctuations in prices. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems and political developments. The price of copper has fluctuated widely in recent years and future price declines could cause commercial production to be impracticable, thereby having a materially adverse effect on the Company’s business, financial condition and result of operations.

Economic Empowerment

Maintaining the Company’s licences requires alignment with the local and national objectives relevant to the areas in which the Company operates.

Over the last several years, Namibia has been developing a national policy framework that aims to address the perceived consequences from the previous discriminatory regimes. The framework is built on six pillars, including: Ownership; Management, Control and Employment Equity; Human Resources and Skills Development; Entrepreneurship Development and Marketing; Corporate Social Responsibility and Value Addition; and Technology and Innovation. Although the Namibian national policy framework and draft bill have not been legislated, the Company has made efforts developing empowerment policies and practices that are generally consistent with the themes set out in each of the pillars contained in the framework. There is no assurance, however, that final legislation will not have adverse effects on the Company or increase its cost of

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doing business in Namibia.

Uninsurable Risks

The Company maintains insurance to cover normal business risks. The Company may, however, become subject to liability for pollution or hazards against which it cannot insure or against which it may elect not to insure. The payment of such liabilities may have a material, adverse effect on the Company’s financial position. In the course of exploration and development of, and production from, mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including explosions, rock bursts, cave-ins, land movements, earth work failures, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks and the Company has currently decided not to take out insurance against such risks due to high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company.

Reliance on Key Individuals and Outside Parties

The Company’s success depends upon the personal efforts and commitment of key members of its existing management. It is expected that the contribution of these individuals will be a significant factor in the Company’s growth and success. The loss of the services of these members of management and certain key employees could have a material adverse effect on the Company. The Company also relies upon consultants, engineers and others for exploration, development, construction and operating expertise. Substantial expenditures are required to establish mineral reserves through drilling, to carry out environmental and social impact assessments, to develop metallurgical processes to extract the metal from the ore, and to develop the mining and processing facilities and infrastructure. If such parties’ work is deficient or negligent or is not completed in a timely manner, it could have a material adverse effect on the Company.

Geopolitical Risks

The Company’s operations are currently in Namibia and Morocco, and as a result, the operations of the Company may be exposed to various levels of political, economic and other risks and uncertainties associated with operating in these countries, including approval of acquisitions by local authorities; regulation of the mining industry and licenses of the Company; restrictions on future exploitation and production; restrictions on the Company’s ability to finance its operations; price, export and currency controls; currency availability; income taxes; delays in obtaining or the inability to obtain necessary permits and licenses; opposition to mining from environmental and other non-governmental organizations; expropriation of property; nullification of existing or future concessions and contracts; war, terrorism or political boundary disputes; environmental legislation; labour relations; and site safety. In addition, legislative enactments may be delayed or announced without being enacted and future political action that may adversely affect the Company cannot be predicted. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of entitlements. The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on the operations and profitability of the Company.

Competition

The mineral industry is intensely competitive in all its phases. The Company competes with many companies possessing greater financial and technical resources for the acquisition of mineral interests, as well as for the recruitment and retention of qualified employees. Such competition may result in the Company being unable to acquire desired properties, recruit or retain qualified employees, or acquire the capital necessary to fund its operations and develop its properties. The Company’s inability to compete with other mining companies for these resources would have a material adverse effect on the Company’s results of operation and business.

Conflicts of Interest

Certain directors and officers of the Company are also directors, officers or shareholders of other companies that are similarly engaged in the business of acquiring, developing or exploiting natural resource properties. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required by law to act honestly and in good faith with a view to the best interests of Trigon and to disclose any interest

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that they may have in any project or opportunity to the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his interest and abstain from voting on such matter. In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

Litigation

Legal proceedings, with and without merit, may arise from time to time in the course of the Company’s business. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. The process of defending such claims could take away from management time and effort. Due to the inherent uncertainty of the litigation process, the resolution of any legal proceeding to which the Company or one or more of its subsidiaries may become subject, could have a material effect on the Company’s financial position, results of operations, or mining and project development activities.

Corruption and Bribery Laws

The Company’s operations are governed by, and involve interactions with, many levels of government in multiple countries. The Company is required to comply with anti-corruption and anti-bribery laws, including the Criminal Code (Canada), and the Canadian Corruption of Foreign Public Officials Act, as well as similar laws in the countries in which the Company conducts its business.

In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment for companies convicted of violating anti-corruption and anti-bribery laws. Furthermore, a company may be found liable for violations by not only its employees, but also by its contractors and third party agents. Although the Company has adopted steps to mitigate such risks, such measures may not always be effective in ensuring that the Company, its employees, contractors or third party agents comply strictly with such laws. If the Company is subject to an enforcement action or is found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions being imposed, resulting in a material adverse effect on the Company’s reputation and results of its operations.

Foreign Mining Tax Regimes

Mining tax regimes in foreign jurisdictions are subject to differing interpretations and are subject to constant change. The Company’s interpretation of taxation law as applied to its transactions and activities may not coincide with that of the relevant tax authorities. As a result, transactions may be challenged by tax authorities and the Company’s operations may be reassessed, which could result in significant additional taxes, penalties and interest. In addition, future changes to mining tax regimes in foreign jurisdictions could result in significant additional taxes being payable by the Company, which would have a negative impact on its financial results.

Limited Property Portfolio

Currently the Company holds interests in one main project in each of Namibia and Morocco. As a result, unless the Company acquires additional property interests, any adverse developments affecting either of these properties would be expected to have a material adverse effect upon the Company and would materially and adversely affect the potential mineral resource production, profitability, financial performance and results of operations of the Company.

Enforcement of Legal Rights

The Company’s material subsidiaries are organized under the laws of foreign jurisdictions and certain individuals of the Company’s experts are located in foreign jurisdictions. Given that the Company’s material assets are located outside of Canada, investors may have difficulty effecting service of process within Canada and collecting from or enforcing against the Company or its experts any judgments obtained through the Canadian courts or Canadian securities regulatory authorities, predicated on the civil liability provisions of Canadian securities legislation or otherwise. Similarly, in the event a dispute arises in relation to the Company’s foreign operations, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdictions of courts in Canada.

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Novel Coronavirus (“COVID-19”)

The Company’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company’s operations and ability to finance its operations.

Additional Information and Continuous Disclosure

Additional information, including the Company’s press releases, has been filed electronically through the System for Electronic Document Analysis and Retrieval and is available online under its profile at www.sedar.com.

Outstanding Share Data

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

• a) 169,656,202 common shares outstanding.

• b) 53,914,022 warrants outstanding with expiry dates ranging between January 8, 2023 and May 4, 2024. If all the warrants were exercised, 53,914,022 would be issued for proceeds of $19,689,925.

• c) 7,760,000 stock options outstanding with expiry dates ranging between June 6, 2023 and February 21, 2027. If all the options were exercised, 7,760,000 shares would be issued for gross proceeds of $2,164,400.

Cautionary Note Regarding Forward Looking Statements

Except for statements of historical fact, certain information contained herein constitutes forward-looking statements under Canadian securities legislation. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “budget”, “forecast”, “schedule”, “continue”, “estimate”, ”expect”, “project”, “predict”, “potential”, “target”, “intend”, “believe” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will be taken”, “occur” or “be achieved”. Such statements and assumptions include those relating to guidance; proposed acquisitions; strategy; development potential and timetable for the Company’s properties; the Company’s ability to raise additional financing; results of operations and financial condition; mineralization projections; the timing, success and amount of future exploration and development; projected capital expenditure; mining or processing issues; currency exchange rates; government regulation and permitting of mining operations; reliance on qualified personnel; competition; dependence on outside parties; and environmental risks.

Forward-looking statements are based on the opinions and estimates of management and certain qualified persons as of the date such statements are made. Estimates regarding the anticipated timing, amount and cost of future exploration at the Company’s projects are based on management expectations considering previous industry experience, exploration done to date and recommended programs, historic expenditures incurred and other factors that are set out in the technical reports referred to. By their nature, forward-looking statements are subject to numerous known and unknown risks and uncertainties that could significantly affect anticipated results or the level of activity, performance or achievement in the future and, accordingly, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company is exposed to numerous operational, technical, financial and regulatory risks and uncertainties, many of which are beyond its control, that may significantly affect anticipated future results, including but not limited to, risks related to: uncertainties inherent to economic studies, which rely on various assumptions; unexpected events and delays during construction and start-up; variations in mineral grade and recovery rates; uncertainties inherent in estimating Mineral Resources and Mineral Reserves; lack of revenues; revocation of government approvals; corruption and uncertainty with court systems and the rule of law and other foreign country risks inherent to the

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jurisdictions where the Company operates; availability of external financing on acceptable terms; exchange rates; ability to finalize required agreements for operations; actual results of current exploration activities; changes in project parameters as plans continue to be refined; future mineral prices; failure of equipment or processes to operate as anticipated; accidents, labour or community disputes; other risk factors, including without limitation the risk factors described herein. Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

This MD&A contains information with respect to certain Non-GAAP measures, including certain cash costs per pound and all-in sustaining costs. These measures are included because these statistics are key performance measures that management may use to monitor performance. Management may use these statistics in future to assess how the Company is performing to plan and to assess the overall effectiveness and efficiency of mining operations. These performance measures do not have a meaning within IFRS and, therefore, amounts presented may not be comparable to similar data presented by other mining companies. These performance measures should not be considered in isolation as a substitute for measures of performance in accordance with IFRS.

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Trigon Metals Inc.

Condensed consolidated interim financial statements

For the three months ended June 30, 2022 and 2021

(Expressed in Canadian Dollars)

(UNAUDITED)

NOTICE OF NO AUDITOR REVIEW OF CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the condensed interim consolidated financial statements, they must be accompanied by a notice indicating that the interim financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management.

The Company’s independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with standards established by the Chartered Professional Accountants of Canada (CPA Canada) for a review of interim financial statements by an entity’s auditor.

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Trigon Metals Inc. Condensed Consolidated Interim Statements of Financial Position

(Expressed in Canadian dollars)

Unaudited

Expressed in Canadian dollars) naudited
As at	Notes	June 30, 2022	March 31,2022
ASSETS
Current assets
Cash		$ 384,200	$ 399,514
Amounts receivable	4	860,391	2,301,171
Prepaid expenses	5	857,222	528,129
Total current assets		2,101,813	3,228,814
Non-current assets
Property and equipment	6	21,793,262	19,441,201
Prepaid expenses	5	404,086	-
Total Assets		$ 24,299,161	$ 22,670,015
LIABILITIES
Current
Accounts payable and accrued liabilities	7,14	$ 3,575,702	$ 5,707,337
Lease liability	16	1,053,160	1,053,160
Loan payable	15	-	970,300
Convertible security	17	3,300,000	-
Acquisition feespayable	8,11	701,666	677,637
Total current liabilities		8,630,528	8,408,434
Non-current liabilities
Loan payable	15	3,221,500	2,085,469
Convertible security	17	2,380,036	-
Acquisition feespayable	8,11	1,128,520	1,089,874
Total Liabilities		$ 15,360,584	$ 11,583,777
EQUITY
Equity attributable to shareholders of Trigon Metals	Inc.:
Share capital	11	59,622,213	59,637,034
Warrants	12	6,898,311	3,916,756
Contributed surplus	12	1,797,441	1,797,441
Equity component of convertible security	17	650,967	-
Deficit		(58,391,901)	(52,996,476)
Total equity attributable to shareholders of Trigon
Metals Inc.		10,577,031	12,354,755
Non-controllinginterest		(1,638,454)	(1,268,517)
Total Equity		8,938,577	11,086,238
Total Liabilities and Equity		$ 24,299,161	$ 22,670,015
Nature of operation and going concern (note 1)
Commitments and contingencies (notes 14,15,18)
Subsequent events (note 18)

Approved by the Board of Directors on August 25, 2022.

“Jed Richardson” “Larisa Sprott” _______Jed Richardson _______Larisa Sprott Director Director

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

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Trigon Metals Inc. Condensed Consolidated Interim Statements of Loss and Comprehensive Loss ( Expressed in Canadian dollars) Unaudited

		Three months	Three months	ended
		June	30,
	Notes	2022		2021
Pre-production revenue		$ 393,504		$ -
Cost of sales		769,995		-
Gross loss		$(376,491)		$ -
Expenses
Consulting fees	13	$ 416,592	$	381,779
Professional fees		36,495		32,414
Travel and related costs		73,743		43,186
Investors relations, promotion and filing fees		142,059		14,754
General and administrative costs		25,783		62,371
Exploration and evaluation expenditures	8	532,934		313,489
Depreciation	6	127,955		15,578
Foreign exchange loss		198,896		9,920
Total expenses before the undernoted		$ 1,554,457	$	873,491
Other income (expense)
Interest income		1,756		1,640
Interest expense	17	(119,475)		-
Other income		9,259		5,702
Change in fair value of convertible security	17	138,803		-
Finance charges	15	(3,800,421)		-
Impairment of receivables		(1,661)		2,002
Accretion expenses		(62,675)		(58,632)
Net loss and comprehensive loss		$(5,765,362)	$	(922,779)
Net loss and comprehensive loss attributable to:
Shareholders of Trigon Metals Inc.		$ (5,395,425)	$	(852,685)
Non-controllinginterest		(369,937)		(70,094)
		$(5,765,362)	$	(922,779)
Loss per share
Basic and diluted		(0.04)		(0.01)
Weighted average number of common shares
outstanding
Basic and diluted		148,590,855		117,655,986

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

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Unaudited Notes Number of common shares Share Capital Contributed surplus Warrants Equity component of convertible security Deficit Total shareholders’ equity Non- controlling interest Total equity Attributable to equity owners of Trigon Metals Inc.	Balance as at March 31, 2021 116,067,023 $ 45,636,145 $ 745,037 $ 2,490,361 $ - $ (46,741,166) $ 2,130,377 $ (618,032) $ 1,512,345 Net loss for the period - - - - - (852,685) (852,685) (70,094) (922,779) Warrants exercised 11,12 7,771,009 1,422,527 - - - - 1,422,527 - 1,422,527 Value of warrants exercised 11,12 - 271,493 - (271,493) - - - - - Options expired unexercised 11,12 - - (61,500) - - 61,500 - - -	Balance as at June 30, 2021 123,838,032 $ 47,330,165 $ 683,537 $ 2,218,868 $ - $ (47,532,351) $ 2,700,219 $ (688,126) $ 2,012,093	Balance as at March 31, 2022 169,656,202 $ 59,637,034 $ 1,797,441 $ 3,916,756 $ - $ (52,996,476) $ 12,354,755 $ (1,268,517) $ 11,086,238 Net loss for the period - - - - - (5,395,425) (5,395,425) (369,937) (5,765,362) Warrants issued 11,12 - - - 2,990,020 - - 2,990,020 - 2,990,020 Share and warrant issue costs 11,12 - (14,821) - (8,465) - - (23,286) - (23,286) Convertible security issuance 17 - - - - 650,967 - 650,967 - 650,967	Balance as at June 30, 2022 169,656,202 $ 59,622,213 $ 1,797,441 $ 6,898,311 $ 650,967 $ (58,391,901) $ 10,577,031 $ (1,638,454) $ 8,938,577

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Trigon Metals Inc. Condensed Consolidated Interim Statements of Cash Flows

(Expressed in Canadian dollars)

Unaudited

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Three months ended June 30,
Notes 2022 2021
Cash provided by (used in):
Operating activities
Net loss for the period $ (5,765,362) $ (922,779)
Adjustments for items not affecting cash:
Depreciation 6 127,955 15,578
Accretion expense 62,675 58,632
Change in fair value of convertible security 17 (138,803) -
Write off receivables - (2,002)
Non-cash finance fees 3,180,019 -
Net cash from operating activities before
changes in working capital (2,533,516) (850,571)
Net changes in non-cash working capital
Change in amounts receivable 1,440,780 (136,763)
Change in prepaid expenses 236,627 (5,425)
Change in accounts payable and accrued liabilities (2,131,634) 361,422
Net cash flows used in operating activities (2,987,743) (631,337)
Investing activities
-
Deposits on long term assets (1,894,085)
Purchase of property and equipment 6 (2,480,016) (409,548)
Net cash flows used in investing activities (2,480,016) (2,303,633)
Financing activities
Shares issued from warrants exercised 11,12 - 1,422,527
Share and warrant issuance costs 11 (23,286) -
Loan repaid 15 (3,055,769) -
Loan received 15 3,221,500 -
Proceeds from convertible security received 17 5,500,000 -
Financing fees 17 (190,000) -
Net cash flows provided by financing activities 5,452,445 1,422,527
Increase in cash during the period (15,314) (1,512,443)
Cash - beginning of period 399,514 3,332,334
Cash - end of period $ 384,200 $ 1,819,891
----- End of picture text -----

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

Page | 5

Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021 (Expressed in Canadian dollars) Unaudited

1. NATURE OF OPERATIONS AND GOING CONCERN

Trigon Metals Inc. (the “Company” or “Trigon”) was incorporated under the Business Corporations Act of Canada on April 1, 2005. On December 28, 2016, the Company changed its name from Kombat Copper Inc. to Trigon Metals Inc. and its stock symbol from “KBT” to “TM”. The Company’s head office is located at 130 Queens Quay East, Suite 1224, Toronto, Ontario, M5A 0P6.

These condensed consolidated interim financial statements were reviewed, approved and authorized for issue by the Board of Directors on August 25, 2022.

The principal business activities of Trigon and its subsidiaries (collectively, the “Company”) are the acquisition, maintenance, exploration and development of mines and mineral properties on the African continent. The business of exploring for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. Significant time and major expenses may be required to establish ore reserves, to develop metallurgical processes, to acquire construction and operating permits and to construct mining and processing facilities. The recoverability of the amounts shown for property and equipment is dependent upon the Company obtaining the necessary financing to complete the exploration, evaluation and development of its properties, the discovery of economically recoverable reserves and future profitable operations, or alternatively upon the Company’s ability to dispose of its interests on an advantageous basis.

Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of operations of such properties, these procedures do not guarantee the Company's title. Property title may be subject to government licensing requirements or regulations, unregistered prior agreements, unregistered claims, indigenous claims, and non-compliance with regulatory, social and environmental requirements. The Company’s property interests may also be subject to increases in taxes and royalties, renegotiation of contracts, political uncertainty and currency exchange fluctuations and restrictions.

Going concern

These condensed consolidated interim financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. A different basis of measurement may be appropriate if the Company is not expected to continue operations for the foreseeable future. As at June 30, 2022, the Company had a negative working capital of $6,528,715 compared with a negative working capital of $5,179,620 as at March 31, 2022. During the three months ended June 30, 2022, the Company incurred a net loss of $5,765,362 (three months ended June 30, 2022: $922,779). The Company’s continuation as a going concern is dependent upon the successful results from its mineral property exploration and development activities and its ability to attain profitable operations and generate funds there from and/or raise equity capital or borrowings sufficient to meet current and future obligations. Management intends to finance operating costs over the next twelve months with current cash on hand, potential proceeds from the exercise of warrants/stock options, further private placements and borrowings, if available (see note 18). During fiscal 2022 and 2021, the Company was able to raise funds through financings. However, there is no assurance that additional financing will be available on terms acceptable to the Company, or at all. These matters represent material uncertainties that cast significant doubt on the Company’s ability to continue as a going concern. These condensed consolidated interim financial statements do not reflect adjustments to the carrying value of assets and liabilities that would be necessary should the Company be unable to continue operations. Such adjustments could be material.

Novel Coronavirus (“COVID-19”)

The Company’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company’s operations and ability to finance its operations. Despite the severity of COVID-19 pandemic, there were no material impacts on the Company’s operations and finances for the three months ended June 30, 2022 and 2021.

Page | 6

Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021 (Expressed in Canadian dollars) Unaudited

2. SIGNIFICANT ACCOUNTING POLICIES

Statement of compliance

These condensed interim consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, as issued by the International Accounting Standards Board (“IASB”) and accounting policies based on International Financial Reporting Standards (“IFRS”) and International Financial Reporting Interpretation Committee (“IFRIC”) interpretations.

The accounting policies as set out in the Company’s audited consolidated financial statements for the year ended March 31, 2022 were consistently applied to all periods presented, unless otherwise noted below.

The preparation of condensed interim financial statements in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting, requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company’s accounting policies. Certain disclosures included in the annual financial statements have been condensed or omitted. Accordingly, these unaudited condensed consolidated interim consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements as at March 31, 2022.

Basis of preparation

These condensed consolidated interim financial statements have been prepared on a historical cost basis except for certain financial instruments, which are stated at their fair values. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information. All amounts have been rounded to the nearest dollar, unless otherwise indicated.

Consolidation

These condensed consolidated interim financial statements incorporate the accounts of Trigon Metals Inc. and its subsidiaries, PNT Financeco Corp. (Barbados) 100% (2022 – 100%), Kombat Holdings (Namibia) (Pty) Ltd. (Namibia) 100% (2022 - 100%), Trigon Mining (Namibia) (Pty) Ltd. (“Trigon Namibia”) (Namibia) 80% (2022 – 80%), Trigon (Morocco) Holding Corp. (Canada) 100% (2022 – 0%), Technomine Africa Sarl (“Technomine”) (Morocco) 100% (2022 – – 100%) and Gazania Investments Nine (Pty) Ltd. (“Gazania”) (Namibia) 90% (2022 90%). All intercompany transactions, balances, income and expenses are eliminated on consolidation. The 20% of Trigon Namibia not owned by the Company is owned by the Namibia State Mining Company and a local Namibian partner. The 10% of Gazania is owned by a local Namibian partner.

Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases. These condensed consolidated interim financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating inter-entity balances and transactions.

For non-wholly owned, controlled subsidiaries, the net assets attributable to outside equity shareholders are presented as “non-controlling interests” in the equity section of the consolidated statement of financial position. Profit for the period that is attributable to non-controlling interests is calculated based on the ownership of the minority shareholders in the subsidiary. Warrants and stock options issued by subsidiaries, exercisable into subsidiary shares, are presented as a component of non-controlling interest in the consolidated statement of financial position.

When the Company ceases to have control, any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to profit or loss.

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Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021

(Expressed in Canadian dollars) Unaudited

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

The partial disposal of an interest resulting in loss of control meets the definition of a disposal group. A disposal group qualifies as a discontinued operation if it is a component of an entity that either has been disposed of, or is classified as held for sale, and:

• Represents a separate major line of business or geographical area of operations;

• Is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or

• Is a subsidiary acquired exclusively with a view to resale.

Discontinued operations are excluded from the results of continuing operations and are presented as a single amount as profit or loss after tax from discontinued operations in the consolidated statement of loss.

Significant accounting policies

The unaudited condensed consolidated interim financial statements were prepared using the same accounting policies and methods as those used in the Company’s consolidated financial statements for the year ended March 31, 2022 with the exception of the adoption of amended standards and new policies outlined below.

Amended accounting standards

IAS 16 – Property, Plant and Equipment (“IAS 16”) was amended. The amendments introduce new guidance, such that the proceeds from selling items before the related property, plant and equipment is available for its intended use can no longer be deducted from the cost. Instead, such proceeds are to be recognized in profit or loss, together with the costs of producing those items. Effective April 1, 2022, the Company adopted this standard and as a result, preproduction revenues are no longer charged against the carrying value of the property. Rather these pre-production revenues, along with associated costs, are presented in the consolidated statement of loss.

IAS 37 – Provisions, Contingent Liabilities, and Contingent Assets (“IAS 37”) was amended. The amendments clarify that when assessing if a contract is onerous, the cost of fulfilling the contract includes all costs that relate directly to the contract – i.e., a full-cost approach. Such costs include both the incremental costs of the contract (i.e., costs a company would avoid if it did not have the contract) and an allocation of other direct costs incurred on activities required to fulfill the contract – e.g., contract management and supervision, or depreciation of equipment used in fulfilling the contract. Effective April 1, 2022, the Company adopted this standard. There was no significant impact to the Company’s consolidated financial statements as a result of this adoption.

IFRS 3 – Business Combinations (“IFRS 3”) was amended. The amendments introduce new exceptions to the recognition and measurement principles in IFRS 3 to ensure that the update in references to the revised conceptual framework does not change which assets and liabilities qualify for recognition in a business combination. An acquirer should apply the definition of a liability in IAS 37 – rather than the definition in the Conceptual Framework – to determine whether a present obligation exists at the acquisition date as a result of past events. For a levy in the scope of IFRIC 21, the acquirer should apply the criteria in IFRIC 21 to determine whether the obligating event that gives rise to a liability to pay the levy has occurred by the acquisition date. In addition, the amendments clarify that the acquirer should not recognize a contingent asset at the acquisition date. Effective April 1, 2022, the Company adopted this standard. There was no significant impact to the Company’s consolidated financial statements as a result of this adoption.

Compound financial instruments

Compound financial instruments issued by the Company comprise convertible securities that are converted to share capital at the option of the holder.

The fair value of the liability component of the compound financial instrument is valued using a discounted cash flow approach, considering repayment requirements, or using a Geometric Brownian motion model. The equity component is recognized as the difference between the fair value of the compound instrument as a whole and the fair value of the liability component and is included in the shareholders’ equity section on the consolidated statement of financial position.

Subsequent to initial recognition, the liability component is revalued at each period end with changes in fair value included in income or loss for the period. The equity component is not remeasured.

Page | 8

Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021 (Expressed in Canadian dollars) Unaudited

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Significant accounting policies (continued)

Revenue recognition

The Company derives revenues and pre-production revenues from the sale of copper concentrate.

The Company recognizes revenue when there is evidence a sales arrangement exists, specific performance obligations have been satisfied, the sales price is fixed and determinable, and collectability is reasonably assured. Revenue is recognized upon delivery of the copper concentrate to the customer and acceptance of the copper concentrate by the buyer.

Future accounting changes

Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or IFRIC that are mandatory for annual accounting periods beginning on April 1, 2023, or later. Updates that are not applicable or are not consequential to the Company have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the Company.

IAS 1 – Presentation of Financial Statements (“IAS 1”) was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or non-current is based solely on a company’s right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company’s own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. The amendments are effective for annual periods beginning on or after January 1, 2023.

IAS 1 – In February 2021, the IASB issued ‘Disclosure of Accounting Policies’ with amendments that are intended to help preparers in deciding which accounting policies to disclose in their financial statements. The amendments are effective for year ends beginning on or after January 1, 2023.

IAS 8 – In February 2021, the IASB issued ‘Definition of Accounting Estimates’ to help entities distinguish between accounting policies and accounting estimates. The amendments are effective for year ends beginning on or after January 1, 2023.

IAS 12 – In May 2021, the IASB issued ‘Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction’ that clarifies how entities account for deferred tax on transactions such as leases and decommissioning obligations. The amendments are effective for year ends beginning on or after January 1, 2023.

3. CRITICAL ACCOUNTING ESTIMATES AND MANAGEMENT JUDGMENTS

The preparation of the condensed consolidated interim financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

The significant areas of judgment and estimation uncertainty considered by management in preparing the condensed consolidated interim financial statements include:

Page | 9

Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021 (Expressed in Canadian dollars) Unaudited

3. CRITICAL ACCOUNTING ESTIMATES AND MANAGEMENT JUDGMENTS (continued)

Critical judgment in applying accounting policies:

• Assets’ carrying values and impairment charges

Events or changes in circumstances can give rise to significant impairment charges or reversals of impairment in a particular year. Management exercises its judgment in determining when such events or changes in circumstances have arisen and where such circumstances evidence a significant or prolonged decline of fair value on assets indicating impairment.

• Commercial production

The determination of when the mine is in a condition necessary for it to be capable of operating in the manner intended by management (referred to as “commercial production”) is a matter of judgment that will impact when the Company commences recognizing depreciation and depletion in the consolidated statement of loss. In making this determination, management considered whether (a) the major capital expenditures to bring the mine to the condition necessary for it to be capable of operating in the manner intended by management had been completed; (b) a reasonable period of commissioning had been completed; (c) consistent operating results have been achieved at the previously budgeted level of design capacity; and (d) the transfer of operations from the construction personnel to operations personnel had been completed. As at June 30, 2022, management and the Board has not declared commercial production.

• Determination of functional currency

Based on the primary indicators in IAS 21 – The Effects of Change in Foreign Exchange Rates – the Canadian dollar has been determined as the functional currency of the Company and all subsidiaries as the Canadian dollar is the currency in which funds from financing activities (i.e. issuing debt and equity instruments) are generated and because the activities of the foreign operation are carried out as an extension of the reporting entity, rather than being carried out with a significant degree of autonomy. Effects of changes in foreign exchange rates are recorded as foreign exchange gain (loss) on the statement of loss. If the functional currency of the Namibian entities had been the Namibian dollar, the effect of changes in foreign exchange rates would have been reflected as other comprehensive income and carried as a cumulative translation adjustment within accumulated other comprehensive income in the equity section of the consolidated statement of financial position.

• Determination of discount rates

Determination of the discount rate for acquisition fees payable is based on comparison to similar interest bearing debt instruments of a group of comparative companies.

• Acquisitions

For acquisitions, the Company must make assumptions and estimates to determine the purchase price accounting of the assets and liabilities being acquired, as well as the expected outcomes of contingent items. To do so, the Company must determine the acquisition date fair value of the identifiable assets acquired and liabilities assumed. The determination of these fair market values is inherently subjective and requires judgment. In addition the Company must consider whether the acquisition of a subsidiary or group of assets constitutes a business combination or an asset acquisition. This is done by considering whether the acquired group includes inputs and process or whether there is a concentration of assets being acquired. These assumptions and estimates have an impact on the asset and liability amounts recorded in the consolidated statement of financial position.

• Expected credit losses

Determining allowance for expected credit losses (“ECLs”) requires management to make assumptions about historical patterns for probability of default, the timing of collection and the amount of incurred credit losses, which are adjusted based on management’s judgment about whether economic conditions and credit terms are such that actual losses may be higher or lower than what historical patterns suggest.

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Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021 (Expressed in Canadian dollars) Unaudited

3. CRITICAL ACCOUNTING ESTIMATES AND MANAGEMENT JUDGMENTS (continued)

Critical judgment in applying accounting policies (Continued):

• Revenue recognition

The process of revenue recognition involves significant management judgment. The Company performed focused procedures to test the valuation of revenue recorded in consideration of non-barter contracts.

In its determination of the amount and timing of revenue to be recognized, management relies on assumptions and estimates supporting its revenue recognition policy.

Key sources of estimation uncertainty:

• Depreciation rates

All property and equipment, with the exception of land and buildings, are depreciated on a straight-line basis over three to five years, which the Company believes is the best approximation of the asset utility to the Company. If the estimated life had been longer than management’s estimate, the carrying amount of the asset would have been higher.

The Company’s ROU asset is depreciated on a straight-line basis over 10 years, which represents the life of the lease associated with the ROU asset. The Company believes this approach represents the best approximation of the asset utility to the Company.

• Assets’ carrying values and impairment charges

The determination of carrying values and impairment charges and their individual assumptions require that management make an estimate based on the best available information at each reporting period including the future expectation of underground mine development to extend life of mine. Under situations where management has determined indicators of impairment are present, an impairment assessment will be performed by management whereupon management looks at the higher of recoverable amount or fair value less costs to sell in the case of assets.

• Mineral Reserve and Mineral Resource estimates

The figures for Mineral Reserves and Mineral Resources are determined in accordance with National Instrument 43-101, “Standards of Disclosure for Mineral Projects”, issued by the Canadian Securities Administrators. There are numerous uncertainties inherent in estimating Mineral Reserves and Mineral Resources, including many factors beyond the Company’s control.

Such estimation is a subjective process, and the accuracy of any Mineral Reserve or Mineral Resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Differences between management’s assumptions, including economic assumptions such as metal prices and market conditions, and future circumstances could have a material effect in the future on the Company’s financial position and results of operation.

• Share-based payment transactions and warrants

The Company records share-based compensation at fair value over the vesting period. The Company also issues warrants. The fair value of the options and warrants is determined using the Black-Scholes options pricing model and management assumptions including the expected dividend yield, expected volatility, forfeiture rate, risk free rate and expected life. Should the underlying assumptions change, it will impact the fair value. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.

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Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021 (Expressed in Canadian dollars) Unaudited

3. CRITICAL ACCOUNTING ESTIMATES AND MANAGEMENT JUDGMENTS (continued)

Key sources of estimation uncertainty (continued):

• Estimation of decommissioning and restoration costs and the timing of expenditure

The cost estimates are updated annually to reflect known developments, (e.g. revisions to cost estimates and to the estimated lives of operations) and are subject to review at regular intervals. Decommissioning, restoration and similar liabilities are estimated based on the Company’s interpretation of current regulatory requirements, constructive obligations and are measured at fair value. Fair value is determined based on the net present value of estimated future cash expenditures for the settlement of decommissioning, restoration or similar liabilities that may occur upon decommissioning of the mine. Such estimates are subject to change based on changes in laws and regulations and negotiations with regulatory authorities.

• Income, value added, withholding and other taxes

In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. The Company considers whether relevant tax planning opportunities are within the Company’s control, are feasible, and are within management’s ability to implement. Examination by applicable tax authorities is supported based on individual facts and circumstances of the relevant tax position examined in light of all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets recognized. Also, future changes in tax laws could limit the Company from realizing the tax benefits from the deferred tax assets. The Company reassesses unrecognized income tax assets at each reporting period.

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

• Contingencies

Refer to Note 14.

4. AMOUNTS RECEIVABLE

AMOUNTS RECEIVABLE
	June 30, 2022 March 31,2022
Sales taxes receivable	$ 61,138 $ 64,169
VAT receivable	771,297 2,183,431
Trade and other receivable	27,956 53,571
	$ 860,391 $ 2,301,171

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Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021 (Expressed in Canadian dollars) Unaudited

5. PREPAID EXPENSES

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June 30, 2022 March 31, 2022
Insurance $ 28,467 $ 39,142
Prepaid interest (Note 17) 484,903 -
Prepaid legal and finance charges 249,131 328,704
Other 94,721 160,283
$ 857,222 $ 528,129
Long term
Prepaid interest (Note 17) 404,086 -
$ 1,261,308 $ 528,129
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6. PROPERTY AND EQUIPMENT

Property and equipment are carried at cost less accumulated depreciation and impairment consist of the following:

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June 30, 2022 March 31, 2022
Accumulated Accumulated
Cost Depreciation Net book value Cost Depreciation Net book value
Office furnitures, equipment and software $ 414,010 $ 119,294 $ 294,716 $ 411,388 $ 85,434 $ 325,954
Vehicles 371,332 101,732 269,600 313,709 81,630 232,079
Buildings 60,920 10,659 50,261 60,920 10,659 50,261
Land 182,508 - 182,508 182,508 - 182,508
Machinery and equipment 602,200 140,131 462,069 498,036 119,063 378,973
Right of use assets 2,028,806 123,492 1,905,314 2,028,806 70,567 1,958,239
Assets under construction 18,628,794 - 18,628,794 16,313,187 - 16,313,187
$ 22,288,570 $ 495,308 $ 21,793,262 $19,808,554 $ 367,353 $ 19,441,201
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Reconciliation of the carrying amounts as at June 30, 2022 and March 31, 2022 are as follows:

				Mine
				development
	Office furniture,	Machinery		and plant
	equipment	and	Right of use	under
Cost	and software Vehicles Buildings	Land equipment	assets	construction Total
Balance, March 31, 2021	$ 11,958 $ 126,764 $ 60,920 $	182,508 $ 127,571	$ -	$ - $ 509,721
Additions(Disposals)	399,430 186,945 -	- 370,465	2,028,806	16,313,187 19,298,833
Balance, March 31, 2022	$ 411,388 $ 313,709 $ 60,920 $	182,508 $ 498,036 $ 2,028,806		$ 16,313,187 $ 19,808,554
Additions(Disposals)	2,622 57,623 -	- 104,164	-	2,315,607 2,480,016
Balance,June 30,2022	$ 414,010 $ 371,332 $ 60,920 $	182,508 $ 602,200 $ 2,028,806		$ 18,628,794 $ 22,288,570
**Accumulated depreciation, **	depletion and impairment
Balance, March 31, 2021	$ (7,438) $ (24,348) $ (10,659) $ - $ (78,904)		$ -	$ - $ (121,349)
Changes for theyear	(77,996) (57,282) -	-(40,159)	(70,567)	-(246,004)
Balance, March 31, 2022	$ (85,434) $ (81,630) $ (10,659) $ - $ (119,063) $ (70,567)			$ - $ (367,353)
Changes for theperiod	(33,860) (20,102) -	-(21,068)	(52,925)	-(127,955)
Balance,June 30,2022	$(119,294) $(101,732) $(10,659) $ - $(140,131) $(123,492)			$ - $(495,308)
Net book value
As at March 31, 2022	$ 325,954 $ 232,079 $ 50,261 $	182,508 $ 378,973 $ 1,958,239		$ 16,313,187 $ 19,441,201
As at June 30, 2022	$ 294,716 $ 269,600 $ 50,261 $	182,508 $ 462,069 $ 1,905,314		$ 18,628,794 $ 21,793,262

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Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021 (Expressed in Canadian dollars) Unaudited

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

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June 30, 2022 March 31, 2022
Trade payables $ 3,358,791 $ 5,388,384
Accruals 216,911 318,953
3,575,702 5,707,337
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8. EXPLORATION AND EVALUATION EXPENDITURES
	Three months		ended
	June	30,
	2022		2021
Trigon Namibia
Drilling and assay	$ 5,562	$	162,741
Field office and support	100,343		-
Consulting and labour	274,634		8,701
Licence and permit	10,039		-
Environmental assessment	-		8,701
Travel	37,920		-
	$ 428,498	$	180,143
Technomine, Morocco
Assay and survey	$ 555		$ -
Drilling	-		10,276
Field office and support	17,842		17,388
Consulting and labour	83,909		84,910
Travel	1,559		8,241
	$ 103,865	$	120,815
Gazania Namibia
Licence and permit	$ 351	$	709
Field office and support	220		11,822
	$ 571	$	12,531
Total exploration and
evaluation expenditures	$ 532,934	$	313,489

The Company holds an effective 80% interest in its five mining licenses in Northern Namibia through its subsidiary, Trigon Namibia. The mining licenses were renewed by the Namibian Ministry of Mines and Energy in June 2021 for a 10-year period from June 2, 2021.

On February 20, 2020, Trigon Namibia was awarded a new Exclusive Prospecting Licence 7525 (“EPL 7525”) by the Ministry of Mines and Energy in Namibia for a three-year period, commencing on January 17, 2020. EPL 7525 is situated to the west of the Kombat project and south of certain of the Company’s licenses related to the Kombat Mine.

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Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021 (Expressed in Canadian dollars) Unaudited

8. EXPLORATION AND EVALUATION EXPENDITURES (continued)

On September 24, 2020, the Company acquired a 100% equity interest in Technomine, a Moroccan company, from Technomine’s previous shareholders (the “Vendors”). Technomine owns a 100% interest in the Silver Hill Project (“Silver Hill”) in Morocco. Below are the terms of the transaction:

1. Pay to the Vendors $500,000 in cash (paid) and issue 6,000,000 common shares (issued) on closing of the Transaction (the “First Payment”). The common shares were valued at $750,000 based on their trading price subsequent to the signing of the share purchase agreement.

2. On the one-year anniversary of the closing of the transaction, Trigon must pay to the Vendors $400,000 (outstanding) and issue such number of Trigon common shares equal to $250,000 (based on their trading price at the time) (outstanding) (the “Second Payment”).

3. Upon the completion of an independent National Instrument 43-101 compliant Mineral Resource estimate at Silver Hill showing at least 100,000 tonnes of contained copper and/or equivalent, Trigon shall issue such number of shares equal to $1,250,000 (based on their trading price at the time) to the Vendors.

In addition, the Company paid $45,000 cash and issued 300,000 common shares to Majilias Inc. for its role as an arm’s length finder. The common shares were valued at $37,500 based on their trading price subsequent to the signing of the share purchase agreement. The finder shall also be entitled to share consideration comprising the Second Payment, when paid by Trigon.

The Second Payment was delayed until August 1, 2023 to allow the Company to preserve its working capital. The delay is not expected to have an impact on the Company.

Page | 15

Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021 (Expressed in Canadian dollars) Unaudited

9. FINANCIAL INSTRUMENTS

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

• Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

• Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

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

The Company’s financial instruments consist of cash, amounts receivable, accounts payable and accrued liabilities, lease liabilities, loan payable, liability component of the convertible security, and acquisition fees payable. The fair value of the Company’s cash, amounts receivable, accounts payable and accrued liabilities, lease liabilities, loan payable and acquisition fees payable all approximate their carrying values due to the short-term nature of these instruments. The non-current portion of the acquisition fees payable are recorded at a 15% discount rate. The liability component of the convertible security is recorded at fair value.

Financial assets and financial liabilities as at June 30, 2022 and March 31, 2022 were as follows:

	Assets	& liabilities	Assets & liabilities	Assets & liabilities
		at		at fair value		TOTAL
	amortized cost		throughprofit & loss
At June 30, 2022
Financial assets:
Cash	$	384,200	$	-	$	384,200
Amounts receivable		27,956		-		27,956
Financial liabilities:
Accounts payable and accrued liabilities		(3,575,702)		-		(3,575,702)
Lease liability		(1,053,160)		-		(1,053,160)
Acquisition fees payable		(1,830,186)		-		(1,830,186)
Loan payable		(3,221,500)		-		(3,221,500)
Convertible security		-		(5,680,036)		(5,680,036)
At March 31, 2022
Financial assets:
Cash	$	399,514	$	-	$	399,514
Amounts receivable		53,571		-		53,571
Financial liabilities:
Accounts payable and accrued liabilities		(5,707,337)		-		(5,707,337)
Lease liability		(1,053,160)		-		(1,053,160)
Acquisition fees payable		(1,767,511)		-		(1,767,511)
Loan payable		(3,055,769)		-		(3,055,769)

The liability component of the convertible security is classified as a level 3 financial instrument within the hierarchy of the Company’s financial instruments, measured at FVPL in the consolidated statements of financial position at June 30, 2023. Within Level 3, the Company includes the liability component of the convertible security, the value of which can only be estimated using a customized Geometric Brownian motion model and subjective assumptions.

Page | 16

Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021 (Expressed in Canadian dollars) Unaudited

10. CAPITAL MANAGEMENT AND FINANCIAL RISK FACTORS

The Company considers its capital structure to include the components of shareholders’ equity. Management’s objective is to ensure that there is sufficient capital to minimize liquidity risk and to continue as a going concern. As the Company’s properties are in the exploration and evaluation and development stages, the Company is currently unable to self-finance its operations. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future, or that the terms of such financings will be favourable.

Risk management is carried out by the management team under policies approved by the Board of Directors. The Company's capital management objectives, policies and processes have remained unchanged during the three months ended June 30, 2022. The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than of the TSX Venture Exchange (“TSXV”) which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of 6 months. As of June 30, 2022, the Company believes it is compliant with the policies of the TSXV.

Financial risks

The Company's financial instruments comprise cash, amounts receivable, accounts payable and accrued liabilities, lease liability, loan payable, and acquisition fees payable. The main use of these financial instruments is to fund operations and the pursuit of capital transactions. The main risks that could adversely affect the Company's financial assets, liabilities or future cash flows are credit risk, liquidity risk and market risk.

Management mandates and agrees policies for managing each of these risks. The Company is exposed to a variety of financial risks by virtue of its activities including, but not limited to, those summarized below.

The following discussion also includes a sensitivity analysis that is intended to illustrate the sensitivity to changes in market variables on the Company's financial instruments and show the impact on income or loss and shareholders' equity, where applicable. The sensitivity analysis has been prepared for the three months ended June 30, 2022, using the amounts of other financial assets and liabilities held as at the consolidated statement of financial position date.

Credit risk

Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets. Not having a producing asset generating sales and accounts receivable, the Company’s credit risk is considered limited as there is no exposure to a single customer or counterparty. With respect to credit risk arising from financial assets of the Company, which comprise cash and minimal receivables, the Company's exposure to credit risk arises from default of counterparties, with a maximum exposure equal to the carrying amount of these instruments. As cash balances are held with high credit quality financial institutions, the credit risk to the Company is considered minimal. The Company monitors and is subject to normal industry credit risks.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting its obligations associated with financial liabilities as they come due. The Company’s ability to continue as a going concern is dependent on management’s ability to raise the required capital through future equity or debt issuances.

The Company manages its liquidity risk by forecasting cash flows required for operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning, and approval of significant expenditures and commitments.

Page | 17

Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021 (Expressed in Canadian dollars) Unaudited

10. CAPITAL MANAGEMENT AND FINANCIAL RISK FACTORS (Continued)

Liquidity risk (continued)

The Company’s contractual liabilities and obligations are as follows:

==> picture [470 x 188] intentionally omitted <==

----- Start of picture text -----

< 1 year 1 to 3 years 4 to 5 years >5 years Total
Accounts payable and accrued liabilities $ 3,575,702 $ - $ - $ - $ 3,575,702
Lease liabilities 1,053,160 - - - 1,053,160
Loan payable - 3,221,500 - - 3,221,500
Acquisition fees payable 650,000 1,250,000 - - 1,900,000
Convertible securities 3,300,000 3,300,000 - - 6,600,000
-
Balance June 30, 2022 $ 8,578,862 $ 7,771,500 $ - $ - $ 16,350,362
Accounts payable and accrued liabilities $ 5,707,337 $ - $ - $ - $ 5,707,337
Lease liabilities 1,053,160 - - - 1,053,160
Loan payable 970,300 2,466,100 - - 3,436,400
Acquisition fees payable 650,000 1,250,000 - - 1,900,000
-
Balance March 31, 2022 $ 8,380,797 $ 3,716,100 $ - $ - $ 12,096,897
----- End of picture text -----

The Company’s approach to managing liquidity risk is to endeavour to have sufficient liquidity to meet liabilities when due. As at June 30, 2022, the Company had a cash balance of $384,200 (March 31, 2022: $399,514). As at June 30, 2022, the Company’s financial liabilities consisted of accounts payable and accrued liabilities of $3,575,702 (March 31, - 2022: $5,707,337) all due in less than one year, current loan payable of $Nil (March 31, 2022 $970,300), current - convertible security of $3,300,000 (March 31, 2022 - $Nil), other current liabilities of $1,754,826 (March 31, 2022 $1,730,797), plus long term liabilities of $6,730,056 (March 31, 2022: $3,175,343).

During the year ended March 31, 2022, Trigon raised $11,317,457 through private placement financing, received $4,727,431 through warrants exercised, $9,000 through options exercised, and received $3,055,769 of net proceeds from loans payable.

During the three months ended June 30, 2022, Trigon raised $5,310,000 through a convertible security (Note 17).

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates, commodities and equity prices will affect the Company's income or the value of its holdings of financial instruments. The ability of the Company to explore, evaluate and develop its exploration and mining properties and the future profitability of the Company are directly related to the price of base and precious metals. The Company monitors metal prices to determine the appropriate course of action to be taken.

Page | 18

Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021 (Expressed in Canadian dollars) Unaudited

10. CAPITAL MANAGEMENT AND FINANCIAL RISK FACTORS (Continued)

Foreign currency risk

Foreign currency risk is created by fluctuations in the fair value or cash flows of financial instruments due to changes in foreign exchange rates and exposure as a result of investment in its subsidiaries. The Company is exposed to currency risk by incurring certain expenditures in US dollars, Namibian dollars and South African Rand for its operations in Namibia and Moroccan Dirham and US dollars in Morocco. The Company has sought to minimize this risk by keeping its cash reserves in Canadian dollars and only purchasing US dollars, Namibian dollars, South African Rand and Moroccan Dirham as needed.

Sensitivity analysis

The carrying amount of cash, amounts receivable, and accounts payable and accruals equals fair market value. The effect of changes in foreign exchange rates on net loss is deemed insignificant as the number and amount of foreigncurrency transactions are relatively small. Had the foreign exchange rates been higher (lower) by 10%, the foreign exchange in the consolidated statement of loss would have been lower (higher) by approximately $248,143 (three months ended June 30, 2021: $176,787).

11. SHARE CAPITAL

(a) Authorized:

Unlimited number of voting common shares Unlimited number of non-voting preferred shares, issuable in series

(b) Issued:

Reconciliation of the number and value of common shares for the three months ended June 30, 2022 and 2021 were as follows. All issued shares are fully paid.

s follows. All issued shares are fully paid.
	Number of shares	Issued capital
Balance, March 31, 2021	116,067,023 $ 45,636,145
Shares issued pursuant to private placements	29188807	11317457
Warrants issued	-	(2,256,157)
Broker warrants issued	-	(226,720)
Cost of issue	-	(469,807)
Warrants exercised	24,350,372	4,727,431
Value of warrants exercised	-	892,385
Options exercised	50,000.00	9,000
Value of options exercised	-	7,300
Balance, March 31, 2022	169,656,202 $ 59,637,034
Cost of issue		(14,821)
Balance, June 30, 2022	169,656,202 $ 59,622,213

Page | 19

Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021 (Expressed in Canadian dollars) Unaudited

11. SHARE CAPITAL (Continued)

On September 7, 2021, the Company closed a non-brokered first tranche of private placement of units. The Company issued 9,602,500 units pursuant to the first tranche at a price of $0.40 per unit for aggregate gross proceeds of $3,841,000. Each unit is comprised of one common share of Trigon and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one share at a price of $0.50 for a period of 24 months following the date thereof, subject to an acceleration provision whereby in the event that at any time after the expiry of the statutory hold period, the shares trade at $0.75 or higher on the TSX Venture Exchange for a period of 30 consecutive days, the Company shall have the right to accelerate the expiry date of the Warrants to the date that is 30 days after the Company issues a news release announcing that it has elected to exercise the acceleration right. In connection with the first tranche, the Company paid cash finder’s fees of $217,630 and issued 544,075 finder’s warrants to eligible finders. Each finder warrant will entitle the holder thereof to acquire one share at a price of $0.40 for a period of 24 months following the date thereof.

On September 20, 2021, the Company closed a non-brokered second tranche of private placement of units. The Company issued 7,562,500 units pursuant to the second tranche at a price of $0.40 per unit for aggregate gross proceeds of $3,025,000. Each unit is comprised of one common share of Trigon and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one Share at a price of $0.50 for a period of 24 months following the date thereof, subject to an acceleration provision whereby in the event that at any time after the expiry of the statutory hold period, the shares trade at $0.75 or higher on the TSX Venture Exchange for a period of 30 consecutive days, the Company shall have the right to accelerate the expiry date of the Warrants to the date that is 30 days after the Company issues a news release announcing that it has elected to exercise the acceleration right. In connection with the second tranche, the Company paid cash finder’s fees of $163,800 and issued 294,350 finder’s warrants to eligible finders. Each finder warrant will entitle the holder thereof to acquire one share at a price of $0.40 for a period of 24 months following the date thereof.

On February 7, 2022, the Company closed the first tranche of a non-brokered private placement financing, consisting of 3,312,642 units at a price of $0.35 per unit for gross proceeds of $1,159,425. Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant. Each full warrant entitles the holder to acquire one common share of the Company at a price of $0.50 for a period of 24 months. The Company paid finder’s fees of $52,846 related to the private placement and issued 149,560 finder’s warrants. Each finder warrant will entitle the holder to acquire one common share of the Company at a price of $0.50 for a period of 24 months.

On February 16, 2022, the Company closed its final tranche of the non-brokered private placement financing, consisting of 3,848,665 units at a price of $0.35 per unit for aggregate proceeds of $1,347,032. Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant. Each full warrant entitles the holder to acquire one common share of the Company at a price of $0.50 for a period of 24 months. The Company paid cash finder’s fees of $32,165 and issued 56,700 finder’s warrants. Each finder warrant will entitle the holder to acquire one common share of the Company at a price of $0.50 for a period of 24 months.

On March 14, 2022, the Company closed a non-brokered private placement financing, consisting of 4,862,500 units at a price of $0.40 per unit for aggregate gross proceeds of $1,945,000. Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant. Each full warrant entitles the holder to acquire one common share of the Company at a price of $0.50 for a period of 24 months. The Company paid cash finder’s fees of $56,000 and issued 140,000 finder’s warrants. Each finder warrant will entitle the holder to acquire one common share of the Company at a price of $0.40 for a period of 24 months. The Company paid $89,901 in filing and professional fees in relation to this private placement.

Page | 20

Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021

(Expressed in Canadian dollars) Unaudited

12. EQUITY RESERVES

==> picture [432 x 190] intentionally omitted <==

----- Start of picture text -----

Grant Date
Weighted No. of Weighted Fair Value of
Average Grant Date Warrants, Average Warrants,
Exercise Fair Value of Broker Exercise Broker
No. of Options Price Options Warrants Price Warrants TOTAL
March 31, 2021 4,085,000 $0.22 $ 745,037 45,226,598 $0.24 $ 2,490,361 $ 2,666,167
Granted 4,610,000 $0.35 1,270,400 15,779,089 $0.49 2,482,877 1,271,539
Exercised (50,000) $0.18 (7,300) (24,350,372) $0.19 (892,385) (168,194)
Expired (685,000) $0.31 (210,696) (1,166,666) $0.25 (47,882) (412,242)
Warrant issue costs (net) - - - - - (116,215) (121,872)
March 31, 2022 7,960,000 $0.23 $ 1,797,441 35,488,649 $0.37 $ 3,916,756 3,235,398
Granted - $0.00 - 18,425,373 $0.30 2,990,019 2,990,019
Warrant issue costs (net) - - - - - (8,464) (8,464)
June 30, 2022 7,960,000 $0.23 $ 1,797,441 53,914,022 $0.33 $ 6,898,311 $ 6,216,953
----- End of picture text -----

Options

Under the Company’s stock option plan, the Company may grant options to its directors, officers, employees and consultants for up 10% of the outstanding common stock. Under the plan, the exercise price of each option must not be less than the market price of the Company’s stock on the date of grant, less any allowable discount. The maximum term of a stock option is five years.

There were no options granted during the three months ended June 30, 2022 and 2021. The weighted average life of total outstanding options is 3.5 years at June 30, 2022 (March 31, 2022 – 3.75 years).

As at June 30, 2022, the Company had stock options outstanding and exercisable as follows:

==> picture [470 x 109] intentionally omitted <==

----- Start of picture text -----

Expected Expected
Expiry Number Number Exercise Grant date fair Dividend volatility life Risk free
Grant date date outstanding exercisable price value yield (%) (%) (years) rate (%)
19-Jul-17 19-Jul-22 200,000 200,000 $0.39 62,941 0 117 5 1.52
6-Jun-18 6-Jun-23 300,000 300,000 $0.20 48,000 0 112 5 2.16
21-Oct-19 21-Oct-24 2,850,000 2,850,000 $0.18 416,100 0 115 5 1.57
1-Dec-21 1-Dec-24 200,000 200,000 $0.46 67,200 0 126 3 1.03
21-Feb-22 21-Feb-27 4,410,000 4,410,000 $0.34 1,203,200 0 117 5 1.74
7,960,000 7,960,000 $ 1,797,441
----- End of picture text -----

200,000 stock options expired, unexercised subsequent to June 30, 2022.

Page | 21

Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021 (Expressed in Canadian dollars) Unaudited

12. EQUITY RESERVES (Continued)

Warrants

As at June 30, 2022, the Company had share purchase warrants outstanding as follows:

==> picture [469 x 261] intentionally omitted <==

----- Start of picture text -----

Expected Expected
Number Exercise Grant date fair Dividend volatility life Risk free
Grant date Expiry date outstanding price value yield (%) (%) (years) rate (%)
Warrants on units 8-Jan-20 8-Jan-23 11,649,996 $0.20 420,297 0 97 3 1.65
Broker warrants 8-Jan-20 8-Jan-23 164,950 $0.20 14,906 0 97 3 1.65
Warrants on units 24-Sep-20 24-Sep-23 6,909,499 $0.45 1,089,395 0 112 3 0.26
Warrants on units 13-Oct-20 13-Oct-23 695,999 $0.45 109,680 0 112 3 0.23
Broker warrants 24-Sep-20 24-Sep-23 289,116 $0.45 64,584 0 112 3 0.26
Warrants on units 7-Sep-21 7-Sep-23 4,801,250 $0.50 780,691 0 119 2 0.40
Broker warrants 7-Sep-21 7-Sep-23 544,075 $0.40 96,504 0 119 2 0.40
Warrants on units 20-Sep-21 20-Sep-23 3,781,250 $0.50 615,123 0 119 2 0.44
Broker warrants 20-Sep-21 20-Sep-23 294,350 $0.40 52,231 0 119 2 0.44
Warrants on units 7-Feb-22 7-Feb-24 1,656,321 $0.35 222,197 0 116 2 1.34
Broker warrants 7-Feb-22 7-Feb-24 149,560 $0.50 29,331 0 116 2 1.34
Warrants on units 14-Feb-22 16-Feb-24 1,924,333 $0.35 257,258 0 116 2 1.53
Broker warrants 14-Feb-22 16-Feb-24 56,700 $0.50 11,538 0 116 2 1.53
Warrants on units 14-Mar-22 14-Mar-24 2,431,250 $0.40 380,888 0 113 2 1.77
Broker warrants 14-Mar-22 14-Mar-24 140,000 $0.50 37,116 0 113 2 1.77
Warrants on convertible debenture 27-Apr-22 27-Apr-24 15,925,373 $0.35 2,900,641 0 107 2 2.62
Warrants on credit agreement 24-May-22 24-May-23 2,500,000 $0.47 89,378 0 95 1 2.51
Warrant issue costs (273,447)
53,914,022 $ 6,898,311
----- End of picture text -----

The weighted average life of total outstanding warrants is 1.28 years as at June 30, 2022 (March 31, 2022 – 1.32 years).

Page | 22

Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021 (Expressed in Canadian dollars) Unaudited

13. RELATED PARTY TRANSACTIONS

Compensation of key management

Key management includes the Company’s directors and officers. Compensation awarded to key management included:

==> picture [437 x 56] intentionally omitted <==

----- Start of picture text -----

Three months ended
June 30,
2022 2021
Consulting fees $ 120,000 $ 97,500
----- End of picture text -----

See also Notes 11, and 12.

Included in accounts payable and accrued liabilities as at June 30, 2022 was approximately $34,210 for consulting fees and expenses (March 31, 2022: $39,550) charged by current and former officers and directors of the Company. Such amounts are unsecured, non-interest bearing and with no fixed terms of payment.

One of the Company’s directors subscribed to 42,900 shares as part of the February 16, 2022 private placement.

14. COMMITMENTS AND CONTINGENCIES

Management contracts

The Company is party to certain management contracts and severance obligations. These contracts contain clauses requiring additional payments of up to $846,000 to be made to the officers of the Company upon the occurrence of certain events such as a change of control. As the triggering effect has not taken place, the contingent payments have not been reflected in these condensed consolidated interim financial statements. Additional minimum management contractual commitments remaining under the agreements are approximately $419,000, all due within one year.

Legal claims

From time to time, the Company is named as a party to claims or involved in proceedings, including legal, regulatory and tax related, in the ordinary course of its business. While the outcome of these matters may not be estimable at period end, the Company makes provisions, where possible, for the estimated outcome of such claims or proceedings. Should a loss result from the resolution of any claims or proceedings that differs from these estimates, the difference will be accounted for as a charge to net loss in that period.

Environmental

The Company’s mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

Silver Hill Project

The Company completed its acquisition of 100% equity interest in Technomine, a Moroccan company from Technomine’s shareholders on September 24, 2020. The Company is required to meet the terms of transaction outlined in the definitive agreement as consideration of the acquisition.

Page | 23

Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021 (Expressed in Canadian dollars) Unaudited

15. PROJECT FINANCE FACILITY AND OFFTAKE

Financing Facility

On October 27, 2021, the Company entered into a credit agreement with IXM SA (“IXM”) for a $6,248,000 (US$5 million) project finance facility (the “Facility”) to finance capital and operating expenditures for the restart of the Kombat Mine.

The Facility was structured in two tranches of $3,124,000 (US$2.5 million) each. The first $3,124,000 (US$2.5 million) tranche was drawn down in November 2021 and a further $312,400 (US$250,000) was drawn in January 2022. The remaining $2,811,600 (US$2.25 million) tranche was available for draw down after confirmation of further funding support. The Facility was repayable over 36 months, commencing six months after the initial drawdown. The Company could prepay in whole or in part without notice, bonus or penalty, any portion of the Facility at any time with a minimum increment of $250,000.

The Company paid IXM a commitment fee of 3.2% of the Facility amount and an arrangement fee of 1.0% of the Facility amount, each fee payable pro rata based on the amount of each tranche.

The Company provided an unsecured guarantee of the obligations under the Facility, pledged its shares of its Namibian subsidiary and provided a general notarial bond over assets located in Namibia.

The IXM financing facility was repaid in full in May 2022 and the security over the Namibian shares and assets was released.

Copper Concentrate Offtake

On November 16, 2021, IXM and the Company entered into an exclusive offtake agreement whereby IXM will acquire 100% of the production from the Kombat open pit mine. The “Initial Term” shall commence from the date of commercial production and shall continue for a minimum period of six full calendar (6) years. The Company shall deliver a minimum quantity of 80,000 dry metric tonnes (“DMT”) of material during the Initial Term (“Minimum Quantity”). In the event the Minimum Quantity is not delivered during the Initial Term then, at the sole option of IXM, the Initial Term may be extended until the Minimum Quantity has been delivered by the Company to IXM.

Sprott Mining Inc. (“Sprott”) Credit Agreement

In May 2022, the Company entered into a credit agreement with Sprott (the “Sprott Loan”) and the Company’s Moroccan subsidiary, Trigon (Morocco) Holding Corp. (“Trigon Morocco”) pursuant to which Sprott has lent the Company $3,124,000 (US$2,500,000). The Sprott Loan has a term of 180 days and will accrue interest at the rate of 12.0% per annum, payable in arrears. The Sprott Loan is secured by a security interest over all present and acquired property of the Company and Trigon Morocco, with a first ranking charge against Trigon Morocco’s assets, including a guarantee from Trigon Morocco and a share pledge of its Trigon Morocco shares.

In connection with the Sprott Loan, the Company issued 2,500,000 common share purchase warrants, each exercisable for one common share of the Company at a price of $0.47 per common shares for a period of one year from the date of their issuance. In the event the Company and Sprott enter an agreement for a stream of silver deliveries equal to 8.25% of the silver produced by the Kombat Mine, these common share purchase warrants will be cancelled and reissued with a strike price with a 35% premium to the 5-day volume weighted average price of the shares for the 5 days prior to the execution of the stream agreement and will have a term of three years.

Sprott is a related party of the Company, as it owns approximately 18% of the Company’s outstanding shares and holds a seat on the Company’s Board of Directors.

Page | 24

Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021

(Expressed in Canadian dollars) Unaudited

16. LEASE LIABILITY

In December 2021, the Company entered into a lease agreement with a local Namibian company, Kombat Village Properties (Pty) Ltd (“KVP”) for the lease of land in and around the Kombat Mine area, allowing the Company to continue development of its open pit mining operations, including the establishment of the mine’s tailings facility.

The total to be paid by the Company will be $1,961,606, payable in three cash tranches as follows:

• $250,000 paid on commencement of the lease;

• $830,803 payable on January 17, 2022 ($222,357 outstanding); and

• $830,803 payable on July 18, 2022 (outstanding).

The lease period is for the duration of the mining licences held by the Company and will continue as long as the mining licenses of the Company are active, including all future renewals of the mining licenses.

The Company issued 200,000 stock options at an exercise price of $0.46 in relation to the KVP lease. The options vested immediately and are exercisable for a period of three years. See Note 12.

In January 2022, the Company transferred a 10% equity interest in the Company’s wholly owned subsidiary, Gazania, valued at $50,000, based on 10% of the acquisition cost of Gazania, to Texel Mining and Exploration (Proprietary) Limited as part of the lease agreement.

Lease liability as at March 31, 2021			$	-
Additions				2,028,806
Leasepayments				(975,646)
Lease liability as at March 31, 2022 and June 30, 2022			$	1,053,160
		June 30, 2022		March 31,2022
Current lease liability	$	1,053,160	$	1,053,160
Non-current lease liability		-		-
	$	1,053,160	$	1,053,160

Future undiscounted minimum lease payments for this lease agreement are as follows:

		June 30, 2022		March31,2022
Within one year	$	1,053,160	$	1,053,160
After one year but not more than five years		-		-
More than fiveyears		-		-
	$	1,053,160	$	1,053,160

Page | 25

Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021 (Expressed in Canadian dollars) Unaudited

17. CONVERTIBLE SECURITY

On April 27, 2022, the Company executed a convertible security funding agreement (“Convertible Security”) for a principal amount of $5,500,000. The convertible security is due two years from the date of issuance.

Pursuant to the agreement, the Company has issued to Lind Global Fund II, LP (“Lind”) (i) a convertible security with a face value of $6,600,000, representing a principal amount of $5,500,000 and a prepaid interest amount of $1,100,000.

The Convertible Security ranks senior and is secured by all of the Company’s assets, except shares in the Company’s Moroccan subsidiary.

The Convertible Security matures on April 27, 2024. The Convertible Security includes covenants typical and customary for secured convertible securities of this nature. The Company must comply with the covenants on a regular basis. As at June 30, 2022, the Company has met the covenants.

The Company valued the Convertible Security at the date of issuance and bifurcated the Convertible Security between an equity component and a liability component. The liability component of the Convertible Security includes the host contract and embedded derivative and is recorded at fair value through profit and loss. The liability component of the Convertible Security has been recorded at Level 3 in the fair value hierarchy.

The equity component of $650,967 is comprised of the equity component of $781,161, net of allocated prepaid interest of $130,194 associated with this portion of the Convertible Security.

The Company issued to Lind 15,925,373 common share purchase warrants exercisable for a term of 24 months at an exercise price of $0.35 per common share.

Commencing four months after closing, the Company will begin repaying the Convertible Security in monthly installments of $275,000. Lind will have the right to convert any portion of the principal amount at a price per share of $0.335. Lind will have the option to convert accrued prepaid interest into common shares at a price equal to 90% of the market closing price of the common shares on the day immediately prior to conversion.

The Company has the option to buy back the remaining outstanding Convertible Security in cash at any time with no penalty, subject to mutual consent of Lind. If Trigon exercises the buy back option, Lind will have the option to convert up to 33.3% of the outstanding principal amount into common shares and up to 100% of the prepaid interest into common shares.

On the issuance date, the fair value of the liability component of the Convertible Security was estimated using a Geometric Brownian motion model using the following assumptions: expected dividend yield of 0%, expected volatility of 106.6% based on historical volatility of the Company’s common shares, risk-free rate of 2.47%, share price on issuance date of $0.335 and expected life of two years.

On June 30, 2022, the fair value of the liability component of the Convertible Security was estimated using a Geometric Brownian motion model using the following assumptions: expected dividend yield of 0%, expected volatility of 100.88% based on historical volatility of the Company’s common shares, risk-free rate of 3.09%, share price on valuation date of $0.185 and expected life of 1.92 years.

The Company paid $190,000 in finance fees in association with the Convertible Security.

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Trigon Metals Inc. Notes to the condensed consolidated interim financial statements For the three months ended June 30, 2022 and 2021

(Expressed in Canadian dollars) Unaudited

17. CONVERTIBLE SECURITY (continued)

17. CONVERTIBLE SECURITY (continued)
Fair value of convertible security as at March 31, 2022	$	-
Principal amount		6,600,000
Equity component		(781,161)
Fair value adjustment		(138,803)
Fair value of convertible securityas at June30,2022	$	5,680,036

The prepaid interest balance as at June 30, 2022 was $888,989. $484,903 of the prepaid interest is included in current prepaid expenses and $404,086 is presented in long-term prepaid expenses on the condensed consolidated interim statement of financial position.

18. SUBSEQUENT EVENTS

Sprott Resource Streaming and Royalty Corporation (“Sprott Streaming”) Streaming Agreement

In July 2022, the Company announced that it had entered a non-binding term sheet with Sprott Streaming and Sprott Mining Inc. (“Sprott Streaming”) for a $33,364,000 (US$27,500,000) silver and copper stream transaction for the Company’s Kombat Mine, consisting of $31,240,000 (US$25,000,000) from Sprott Streaming and $3,124,000 (US$2,500,000) from Sprott. Under the agreement, the Company shall sell and deliver to Sprott 100% of silver produced from the Kombat Mine for the life of mine. This streaming agreement is restricted to the Kombat Mine project and does not include any other new or other existing projects for the Company.

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Trigon Metals Inc.

Management’s Discussion and Analysis

For the three months ended June 30, 2022

TSX-V: TM

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Trigon Metals Inc. Management’s Discussion and Analysis For the three months ended June 30, 2022

Date: August 25, 2022

This Management’s Discussion and Analysis (“MD&A”) provides a review of the financial position and results of operations of Trigon Metals Inc. and its subsidiaries (the “Company” or “Trigon Metals” or “Trigon”) and should be read in conjunction with the condensed consolidated interim financial statements and notes thereto for the three months ended June 30, 2022 and the audited consolidated financial statements and the notes thereto for the year ended March 31, 2022. This MD&A covers the most recently completed financial period and the subsequent period up to the date of this MD&A. All amounts are expressed in Canadian dollars, except share amounts, unless otherwise stated.

The Company's unaudited condensed consolidated interim financial statements have been presented on the basis that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of the business (see Going Concern). The reader should be aware that historical results are not necessarily indicative of future performance.

The audit committee of the Company has reviewed this MD&A and the unaudited condensed consolidated interim financial statements for the three months ended June 30, 2022 and the Company’s board of directors approved these documents prior to their release.

Qualified Persons

Fanie Müller, P.Eng., is a “qualified person” as such term is defined in National Instrument 43-101 (“NI 43-101”) and CIM definition standards and has reviewed, verified and approved the technical and scientific information and data included in this MD&A.

Overview

Trigon is a publicly traded Canadian mining, exploration and development company listed on the TSX Venture Exchange (“TSXV”) under the symbol “TM”, with its core business focused on the exploitation of copper and silver resources in attractive jurisdictions in Africa, where it has substantial assets in place, including the recently operational Kombat mine in Namibia as well as other projects with significant exploration upside.

The Company was incorporated under the Canada Business Corporations Act on April 1, 2005. On December 28, 2016, the Company changed its name from Kombat Copper Inc. to Trigon Metals Inc. The Company’s head office is located at 130 Queens Quay East, Suite 1224, Toronto, Ontario, M5A 0P6.

The Company, through Trigon Mining (Namibia) (Pty) Ltd (“Trigon Namibia”), holds an 80% interest in five mining licenses and one exclusive prospecting license in the Otavi Mountain lands, an area of Namibia known for its high-grade copper deposits. Within these licenses is the Company's recently operational Kombat mine, where Trigon commenced with open pit mining in October 2021 and the commissioning of the mill and concentrator in December 2021, with first copper concentrates produced in January 2022. In addition to the open pit and the refurbished plant, the Kombat mine’s extensive infrastructure includes an 800 metre vertical shaft, which was completed in 2006, two further vertical shafts, ramp systems and extensive underground workings. The Kombat mine originally opened in 1961 and between 1962 and 2007 produced 12.46 million tonnes of ore grading 2.62% copper, 1.55% lead and 18 g/t silver. The restart of the open pit represents the first phase of Trigon’s strategy for Kombat, with the second phase being the re-opening of the underground mines. The project is linked to vital existing infrastructure, including power, water, roads, and rail to the port of Walvis Bay.

In September 2020, the Company completed the acquisition of a 100% equity interest in Technomine Africa S.A.R.L. (“Technomine”), a Moroccan company holding the high potential Silver Hill copper-silver exploration project in Morocco (“Silver Hill” or the “Silver Hill project”). Through this acquisition the Company is the holder of an operating permit constituting the Silver Hill project and five research permits comprising the Tamdoult project, both in Morocco. Both projects are early stage exploration projects and the Company is focusing on an

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exploration program to build on initial promising drill and sampling results at Silver Hill.

Summary of Properties

Trigon Namibia (Kombat project)

History

On April 23, 2012, the Company acquired 80% of the outstanding shares of Namibian company, Manila Investments (Pty) Ltd, which on August 16, 2018 changed its name to Trigon Mining (Namibia) (Pty) Ltd. The primary asset of Trigon Namibia is its 100% interest in the recently operational Kombat mine, located in northern Namibia, comprising five mining licenses and one exclusive prospecting licence together with the open pit, underground mine and plant infrastructure. The mining licenses were renewed on June 2, 2021 for a period of 10 years. The exclusive prospecting licence was awarded in January 2020 and is valid for a period of three years.

Overview

The Kombat project is located in the Otavi Mountain Region in northern Namibia, an area recognized for its high-grade copper deposits.

Trigon Namibia is the holder of five mining licences in this region, namely the contiguous ML9 (Asis Ost), ML16 (Asis Far West) and ML73B (Asis), as well as ML21 (Harasib) and ML73C (Gross Otavi), and one exclusive prospecting licence EPL7525. The total combined area covered by the mining licences is 1,219 ha, with the EPL covering an area of 1,057 ha.

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The Kombat mine has extensive historical exploration from geophysical and geochemical surveys conducted during the 1960s to 1990s, to surface and underground drilling, where some 6,017 drillholes have been recorded and validated.

Infrastructure in the project region is well established with previous and current mining activity in the area, and the project itself has significant infrastructure in place including three vertical shafts, ramp systems, extensive underground workings, mine buildings, a tailings facility, and a mill and concentrator with a rail siding.

In terms of environmental approvals, Trigon Namibia has an Environmental Clearance Certificate (“ECC”) for mining and dewatering of underground exploration activities for all its mining licences, valid until June 7, 2024.

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Trigon Namibia also has ECC for exploration activities on all mining licence areas, valid until November 16, 2023 and for exploration activities on EPL 7525, valid until June 14, 2024.

On March 15, 2022, the Company signed a binding term sheet to acquire EPL 8529 for $149,695 (N$1.75 million) cash and $31,395 (N$250,000) of shares of Trigon with a long stop closing date of December 31, 2022.

EPL 8529 covers an area of 5,614 hectares in the Grootfontein District of the Otjozondjupa Region, between the towns of Otavi to the west and Grootfontein to the east. From a geological perspective, it is situated on the Kombat trend, a mineralized structure, which also hosts the Kombat project. The area therefore represents a potential strike extension of the Kombat project, with various known mineral occurrences on the property.

Trigon management has extensive knowledge of the area in which EPL 8529 is situated and plans to implement an exploration program in conjunction with its exploration plans for the Kombat project areas.

The pending acquisition of EPL 8529 represents an attractive regional consolidation opportunity for Trigon and holds upside potential for the long term future of the Kombat mine.

Mineral Resource update at the Kombat Mine, Namibia

On August 3, 2021, the Company announced an updated Mineral Resource estimate for Kombat as set out below, prepared and classified by Minxcon in accordance with the reporting guidelines as set out in NI 43-101 (the “2021 Mineral Resource”). The update represented a significant increase in the Indicated Mineral Resources reported at Kombat, with Indicated copper Resources up by 113% and Indicated silver Resources up by 2253%. The Company filed an updated NI43-101 technical report on the updated Mineral Resource on September 17, 2021.

Open Pit

Table 1 below is a summary of the 2021 Mineral Resource estimate for the open pit areas (Kombat and Gross Otavi) as at August 3, 2021.

Table 1 – Updated Mineral Resource Estimate as at August 3, 2021 (CuEq cut-off 0.65% (Pb not incl.))

Area	Mineral Resource Estimate Classification	Tonnes	Cu	Pb	Ag
		Mt	%	%	g/t
Kombat East	Indicated	2,93	0,96	0,54	5,93
Kombat Central		2,38	1,05	0,21	6,57
Total Indicated		5,32	1,00	0,39	6,22
Kombat West	Inferred
Otavi		0,64	0,93	2,50	0,85
Total Inferred		0,64	0,93	2,50	0,85

Notes

1. The open pit Mineral Resource is based on resource open pit potential (to a depth of 160m around #3 shaft) with a CuEq cut-off of 0.65% for Kombat and 0.77% for Gross Otavi (within a resource pit and includes Pb not Ag).

2. The CuEq (copper equivalent) is based on copper and silver only (excludes lead).

3. Commodity prices used for the cut-off grades: Cu = USD 9,100/t, and Ag = USD 27/oz.

4. Historical mine voids have been depleted from the Mineral Resource.

5. Mineral Resources are reported as total Mineral Resources and are not attributed.

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Underground

Table 2 below is a summary of the 2021 Mineral Resource estimate for the underground areas at Kombat and Asis as at August 3, 2021.

Table 2 – Updated Mineral Resource Estimate as at August 3, 2021 (CuEq cut-off 1.50% (Pb not incl.))

Area	Mineral Resource Estimate Classification	Tonnes	Cu	Pb	Ag
		Mt	%	%	g/t
Kombat East	Indicated	0,10	1,69	1,55	11,50
Kombat Central		0,23	1,90	1,55	19,80
Kombat West		0,76	2,27	1,45	13,04
Asis West		5,53	2,79	0,87	20,78
Gap		0,32	2,25	0,18	11,58
Total Indicated		6,93	2,66	0,94	19,34
Kombat Central	Inferred	0,01	2,02	2,74	0,01
Kombat West		0,13	5,01	10,53	0,06
Asis West		0,09	2,90	0,84	16,12
Gap		0,00	2,51	0,27	55,40
Asis Far West		1,04	2,55	0,36	9,11
Total Inferred		1,27	2,82	1,43	8,80

Notes

1. The underground Mineral Resource is based on a cut-off grade of 1.5 % CuEq.

2. The CuEq (copper equivalent) is based on copper and silver only (excludes lead).

3. Commodity prices used for the cut-off grades: Cu = USD 9,100/t, and Ag = USD 27/oz.

4. Historical mine voids have been depleted from the Mineral Resource.

5. Mineral Resources are reported as total Mineral Resources and are not attributed.

Combined Open Pit and Underground

Table 3 – Updated Mineral Resource Estimate as at August 3, 2021 – Combined Open Pit and Underground

Area	Mineral Resource Estimate Classification	Tonnes	Cu	Pb	Ag
		Mt	%	%	g/t
Total	Indicated	12,25	1,94	0,70	13,65
	Inferred	1,91	2,19	1,79	6,13

Notes

1. The open pit Mineral Resource is based on a CuEq cut-off of 0.65% for Kombat and 0.77% for Gross Otavi.

2. The underground Mineral Resource is based on a cut-off grade of 1.5 % CuEq.

3. The CuEq (copper equivalent) is based on copper and silver only (excludes lead).

4. Commodity prices used for the cut-off grades: Cu = USD 9,100/t, and Ag = USD 27/oz.

5. Historical mine voids have been depleted from the Mineral Resource.

6. Mineral Resources are reported as total Mineral Resources and are not attributed.

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Mineral Reserve update at the Kombat Mine, Namibia

On December 14, 2021, the Company announced an updated Mineral Reserve estimate and feasibility study for the Kombat open pit mine as set out below, prepared and classified by Minxcon in accordance with the reporting guidelines as set out in NI 43-101 (the “2021 Mineral Reserve”). The Company filed an updated NI43101 technical report on the updated Mineral Reserve on December 20, 2021.

Table 4 below is a summary of the 2021 Mineral Reserve estimate for the Kombat open pit (as at August 3, 2021.

Table 4 – Kombat Open Pit Mineral Reserve Estimate as at August 3, 2021

Mineral Reserve Category	Diluted Tonnes		Grade			Content
		Cu	Pb	Ag	Cu	Pb	Ag
	Mt	%	%	ppm	t	t	kg
Probable	1.54	1.14	0.28	7.49	17,559	4,301	11,508
Total	1.54	1.14	0.28	7.49	17,559	4,301	11,508

Notes

1. The Mineral Reserve estimation includes only diluted Indicated Mineral Resources which have been converted to Probable Mineral Reserves.

2. No Inferred Mineral Resources have been included in the Mineral Reserve estimation.

3. Mineral Reserve estimation stated at a cut-off of 0.65% Cu.

4. The Ore Reserve estimation was completed using an average Cu price of USD7,054/t and average Ag price of USD20.15/oz over the life of mine.

5. The Pb in the Mineral Reserve estimation under current offtake agreement will not contribute to revenue but will carry a penalty.

6. The Mineral Reserves are reported as total Mineral Reserves and are not attributed.

Technomine (Silver Hill project)

History

On September 24, 2020, the Company acquired 100% of the outstanding shares of Moroccan company, Technomine. The primary asset of Technomine is the Silver Hill project, permitted by an operating licence, located in the eastern region of Morocco. In addition, Technomine is the holder of five research permits comprising the Tamdoult property, also located in Morocco. No work has been undertaken to date on the Tamdoult property and Trigon’s focus in Morocco at this stage is on the Silver Hill project.

Overview

The Silver Hill project is located in the eastern region of Morocco towards the border with Algeria, in the Eastern Anti-Atlas belt, approximately 5km north-east of the town Msissi in the Tinghir province. The area is well known for various mineral occurrences, especially copper and silver.

Technomine is the holder of one operating licence, No. 383548 (Silver Hill project) and five research permits, No’s 2941611, 3941612, 3941613, 3941614 and 3941615 (Tamdoult project). The operating licence covers an area of 789 ha and is valid until December 2028. The research permits are all valid until November 2022.

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The Silver Hill project is classified as an early stage exploration project, with no formal exploration program to classify a Mineral Resource having been undertaken in the property’s known history. Technomine and Trigon have completed various exploration activities, including both drilling and trenching, which have produced promising results (refer Outlook / Current Strategy in Morocco section below for additional detail).

The project can easily be accessed via the national road network which is of high quality and standards. There is limited on-site infrastructure and power and water infrastructure will have to be developed. There is however a 22kV powerline running adjacent to the property as well as good potential for underground water.

First Quarter Highlights

Lind Partners Financing

On April 28, 2022, Trigon announced that it has entered into a convertible security funding agreement dated April 27, 2022 (the “Agreement”) with Lind Global Fund II, LP, an entity managed by The Lind Partners, LLC, a New York-based institutional fund manager (together, “Lind”). Under the terms of the Agreement, Trigon issued to Lind a convertible security in the principal amount of C$5,500,000, with such proceeds being used for general working capital and to repay all outstanding amounts owing to IXM pursuant to the credit facility between IXM and the Company. Commencing four months after closing, the Company will begin repaying the convertible security in monthly installments of $275,000. Lind will have the right to convert any portion of the principal amount at a price per share of $0.335. Prepaid interest will accrue over a period of 24 months from closing and once accrued, Lind will have the option to convert accrued prepaid interest into common shares at a price equal to 90% of the market closing price of the common shares on the day immediately prior to conversion. The convertible security ranks senior and is secured by all of the Company’s assets, except shares in the Company’s Moroccan subsidiary as detailed below. In connection with the convertible security, the Company has issued Lind 15,925,373 common share purchase warrants exercisable for a term of 24 months at an exercise price of $0.35 per common share.

Sprott Mining Financing

On May 24, 2022, Trigon entered into a credit agreement with Sprott Mining Inc. (“Sprott”) and the Company’s wholly owned subsidiary, Trigon (Morocco) Holding Corp. (“Trigon Morocco”), pursuant to which Sprott has lent to the Company US$2.5 million (the “Sprott Loan”). The Sprott Loan has a term of 180 days (the “Term”) and accrues interest at the rate of 12.0% per annum, payable in arrears. The Sprott Loan is secured by security interest over all present and after acquired property of Trigon and Trigon Morocco, with a first ranking charge

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against Trigon’s Moroccan assets including a guarantee from Trigon Morocco and a share pledge of its Trigon Morocco shares. Pursuant to the Sprott Loan, Trigon has issued 2,500,000 common share purchase warrants (the “Initial Warrants”) each exercisable for one common share of Trigon at a price of C$0.47 per common share for a period of one year from the date of their issuance, subject to customary adjustment provisions. In the event that Trigon and Sprott enter into an agreement for stream of silver deliveries equal to 8.25% of the silver produced from the Kombat Mine as contemplated in the credit agreement, the Initial Warrants will be cancelled and, subject to the approval of the TSX Venture Exchange (the “TSXV”), 2,500,000 warrants (the “Stream Warrants” and interchangeably with the Initial Warrants, the “Warrants”) will be issued. It is contemplated that each Stream Warrant will, if issued, have a strike price at a 35% premium to the 5-day VWAP share price for the 5 days prior to the execution of a stream agreement (or such other exercise price as agreed to by the parties and as may be required by the TSXV) and will be exercisable for one common share of the Company for a term of three years (or such other term as required by the TSXV) and will otherwise have customary adjustment provisions. The Warrants (and the underlying common shares, if the Warrants are exercised within four months of their issuance), shall be subject to a four-month statutory hold period. The proceeds of the Sprott Loan have been used to fund the Company’s operations in Namibia and for working capital purposes. The Sprott Loan is considered to be a non-arm’s length transaction under the policies of the TSX Venture Exchange (“TSXV”) and a related party transaction under Multilateral Instrument 61- 101 Protection of Minority Securityholders in Special Transactions ("MI 61-101") given that Mr. Eric Sprott, a principal of Sprott, through 2176423 Ontario Ltd., beneficially owns 31,048,332 common shares of Trigon (or approximately 18.3% of the outstanding Trigon common shares) and 7,524,166 warrants. The Loan has been determined to be exempt from the requirements to obtain a formal valuation or minority shareholder approval pursuant to section 5.5(a) and 5.7(a) of MI 61-101.

Exploration

On May 17, 2022, Trigon announced the delineation of a new area of mineralization referred to as the Central Pit southwest extension, and results from recently drilled holes in the East 900 area. The drilling is part of a 10,000m planned program aimed at resource definition and new exploration for the license area at the Kombat Mine.

Subsequent Events

Kombat Mining Operational Update

On July 7, 2022, Trigon provided an operational update for Kombat confirming that to that date 1,103,312 tonnes of material had been mined including pre-stripping, and 120,775 of ore had been mined at an average grade of 0.93% copper and 6.9 g/t silver. 34,762 tonnes ore grading 0.85% copper and 10.97 g/t silver had been fed into the mill and processed producing 861.4 tonnes of concentrate grading 19.75% copper and 271.3 g/t silver. 548 tonnes of concentrate had been shipped and revenue received.

The mine has faced a number of challenges including working capital constraints, mill flexibility in terms of feed grade and mining throughput in terms of oxidation and variability of the ore, all of which have been successfully addressed. Through the start-up, the ore has been highly oxidized and the feed grade has been highly variable, resulting in the production of some low-quality concentrates. Through March and April, the processing plant team completed the final upgrade of the mill. The process included the installation of reagent dosing pumps to improve the accuracy of dosing as the reagent dosing had previously been erratic. Over this period, the plant also underwent a variety of upgrades with the aim of increasing plant capacity and reliability. Some of the key tasks completed included:

• Changing the secondary crusher 2 from obsolete 2.4kV spares to 525V supply to ensure reliability

• Cleaning build-up from fines silos to increase available storage capacity

• Improving ball mills feed chute distribution to ensure a stable flow

• Changing the design of the bagging plant to ensure material of the correct consistency is bagged at the required rate to meet daily requirements.

A key component of the upgrade was the installation of additional flotation cells, anticipated benefits of which include:

• Increased flotation retention time

• Ability to float oxides and sulphides separately.

• Ability to produce Cu and Pb concentrates.

The processing plant has the capacity to produce in excess of 350 tonnes per week. Production was constrained by mine production. High oxidation and variability of the ore in the open pit mining blocks slowed mining output. In February 2022, mining moved to mining smaller benches and a higher volume of samples was undertaken including blast hole sampling to get control of grade. This was effective in April 2022, with head grades averaging 1.7% well above the 1.0% target, but it slowed down mining, falling below the mill capacity. The primary problem was the cycle time for confirmation sampling. In June 2022, a mobile XRF sampling team was created and deployed to the mining pit giving the mining team instant feedback and allowing mining speeds to increase.

During July 2022, mining began in the Kavango pit, a parallel structure to the Central pit where all of the ore had previously been sourced to date. The nature of the mineralization in the Kavango pit is more massive, larger higher grade mining blocks, that are expected to allow for higher mining output compared to stringy highly variable vein swarms mined in the Central pit. For July, highly oxidized ore was mined at Kavango as the team benched down to the sulphide ore.

On August 2, 2022, Trigon announced revisions to its mine plan based on new information from mining the Kavango pit as referred to above. While management noted marked improvements on grade control and recoveries, a decision was made to pause operations to focus the mine plan on the higher grade and more consistent orebodies drilled in the Kavango pit and Kombat trend mineralization and reduce mine wide operating costs in the current copper price environment. The pause has involved the retrenchment of a portion of the mine and mill staff for Trigon and the mine contractor.

Management will utilize the pause period to focus the mine plan to exclusively operate from the Kavango pit and Kombat Trend mineralization, as compared to the original strategy which would have employed Kavango ore to supplement production from the Central pit. The revised mining plan should dramatically improve operating costs at the mine, with the move to take advantage of the higher grade and more consistent Kavango and Kombat trend mineralization expected to take operating costs down to $2.60-$2.80/lb of copper, from the $3.30- $3.50/lb forecasts from the original mining plan. The company is also exploring ore sorting techniques to upgrade mill feed and reduce costs from the central pit.

The plan to commence mining from the open pit and gradually transition to underground ore beginning in 2024 remains unchanged.

Sprott Resource Streaming and Royalty Corporation (“Sprott Streaming”) Streaming Agreement

On July 20, 2022, Trigon announced that it had entered a non-binding term sheet with Sprott Streaming and Sprott for a US$27,500,000 silver and copper stream transaction for the Company’s Kombat Mine, consisting of US$25,000,000 from Sprott Streaming and US$2,500,000 from Sprott.

Pursuant to the Transaction, Trigon shall sell and deliver to Sprott 100% of silver produced from the Kombat Mine. The expansion of the Kombat Mine is projected to increase annual copper production and reduce forecasted operating costs. Proceeds will be used to complete ongoing works to dewater the mine, re-establish services, and continue exploration drill work, as well as to deliver a National Instrument 43-101 Compliant Feasibility Study for underground mining and for general corporate and working capital purposes. The funds advanced as determined by Sprott Streaming include value for the open pit mine currently being operated from; the phase one underground development of the historic Kombat mine, and the phase two underground development of the Asis Far West mineralization. The phase two underground development takes advantage of a 750m, 2,000 tpd production shaft that is built and ready for operation. However, the Asis Far West area of mineralization has not been quantified into an NI43-101 Resource Estimate nor has an economic study been completed for this phase of the development. As part of the Transaction, Sprott Streaming will receive a 3.15% copper stream commencing when phase one underground mining begins that will terminate when mining phase two begins at Asis Far West.

The silver stream is for the life of mine, restricted to the Kombat Project and does not include the Silver Hill Project or any new project Trigon may acquire. At its election, the Company may buy back up to 50% of the Stream in a single payment by paying in cash to Sprott Streaming, the indicated multiple of the drawn advanced payment below on or before June 30 of the indicated year; after June 30, the buyback amount would refer to

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the following year. After June 30, 2027, the buyback right expires.

Year	Multiple	Buy Back Amount
2024	1.37x	$18,837,500
2025	1.40x	$19,250,000
2026	1.43x	$19,662,500
2027	1.47x	$19,477,500

Outlook

Namibia

Management is focused on closing the Sprott Streaming transaction. The stream proceeds will be used to complete ongoing works to dewater the mine, re-establish services, and continue exploration drill work, as well as to deliver a National Instrument 43-101 Compliant Feasibility Study for underground mining and for general corporate and working capital purposes.

In addition, Trigon will continue an exploration program in the area of the Kavango Pit and along the Kombat trend.

Morocco

Considering the positive results from the induced polarization (“IP”) survey undertaken in March 2022, a new exploration program is planned in four steps:

• An orientation-drilling program on the four main IP anomalies (A2-a to A2-d) on the southern IP axis (at least 4-5 drills, up to 750 m in total) and, secondary, on the two minor IP axis (A1-a and A1-b) of the northern IP axis (minimum 2 drills, at least 300 m in total); this corresponds to main six drilling targets

• In case of positive results from the orientation-drilling program, a main and systematic drilling program will be conducted in order to verify-delimit the mineralized zone’s extensions in all spatial dimensions (quantities of drilling to be defined and planed)

• Extension of the IP survey to the southern part of the concession with a configuration that can explore at least at 200-250 m depths considering the topography in this area and the dipping (to the South) of the geological units that host the mineralization

• On the possibly highlighted new IP anomalies in the southern part of the concession, another orientation drilling program will be executed to test these newly discovered anomalies.

Environmental, Social and Governance (“ESG”)

Trigon is committed to being a responsible mineral producer, developer and explorer, and to creating long term shared value for all its stakeholders, including employees, local communities in the areas in which it operates, and shareholders.

For Trigon, ESG is about sustainable development throughout the group, creating tangible, practical plans that achieve real results, and embedding these core principles in our day to day business operations. Sustainability is key in all aspects of our business including environmental management, health and safety, community engagement, security and human rights.

With the restart of the Kombat mine in Namibia, Trigon has a unique opportunity to establish an ESG framework designed specifically for the local community surrounding Kombat, focusing on areas of need in this region. In particular, from a social perspective, Trigon will be focusing on the youth and education with measurable targets to ensure that our initiatives are having a meaningful and lasting impact where they are needed most.

Trigon’s ESG strategy is underpinned by a formal ESG sustainability policy in Namibia, and relevant corporate governance frameworks and policies throughout the company.

Environmental

Trigon is committed to minimizing its footprint in the environments in which it operates.

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The company operates under environmental management plans and standards in both Namibia and Morocco, in compliance with local legislation, as approved in terms of its mining and exploration permits in the relevant jurisdictions.

Social

Health and Safety

Trigon places the highest priority on safety in the workplace and since commencing with mining production at Kombat in October 2021 and plant commissioning in December 2021 has implemented various formal policies to ensure the health and safety of all employees and visitors to the site.

The following initiatives were undertaken during the quarter under review:

• 5,000 liters of water provided daily to the Kombat Combined School

• Assisted the newly constructed admin office of the Regional Counsel with ablution and plumbing facilities

Community vegetable garden:

• 40 ladies employed in the garden each month

• 1 million liters of water provided to community gardens each month

• • Harvested about 500 Kg of onions.

Kombat town and community:

• 75 people employed on an ad hoc basis as general labour

• 44 million liters of drinking water extracted for Kombat town residents’ use

• • 50 tons of domestic waste collected and moved monthly.

Governance

Trigon maintains high standards of corporate governance throughout its structure, operating within a framework of relevant corporate policies and board charters, in order to ensure that corporate decision making reflects the values of the group and its commitment to sustainable development.

Financial Review

In December 2021, the Company restarted production at its Kombat Mine. As at June 30, 2022, the Company had not achieved commercial production but made its first sale of copper concentrate from operations during the three months ended June 30, 2022. As a result of this pre-commercial production concentrate sale, the Company presented revenues of $393,504 and cost of sales of $769,995 in the condensed consolidated interim statement of loss. The Company sold 268 tonnes of concentrate with a copper grade of 17.4%.

Field exploration, supervisory costs and costs associated with maintaining its mineral properties are expensed and charged against earnings until the Company has a reasonable expectation that the property is capable of commercial production, supported by a positive economic analysis showing a NI 43-101 compliant Mineral Reserve, approved by the Board.

The exchange rates between the Canadian and Namibian dollars for three months ended June 30, 2022 and 2021 were as follows:

Foreign currency exchange rates to Canadian dollars 2022 2021 2022 2021 Namibian dollars - average 12.2150 11.4935 12.2150 11.4935 Namibian dollars - closing 12.6807 11.5314 12.6807 11.5314 June 30, June 30, Three months ended Three months ended	2021 2020 March 31, Year ended
	11.8305 11.8061 11.6904 11.7691

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Copper and silver prices as at March 31, December 31, September 30 and June 30, 2022 and 2021 were as follows:

	June	30, March	31,	December	31,	September 30,
Copper prices (US$ per lb) Silverprices(US$per oz)	2022 3.78 20.67	2021 2022 4.28 3.76 25.87 20.81	2021 4.00 24.94	2021 4.46 23.33	2020 3.53 24.97	2021 2020 4.09 2.86 22.02 24.19

Selected Annual Results

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For the years ended March 31, 2022 March 31, 2021 March 31, 2020
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For theyears ended	March 31, 2022	March 31,2021	March 31,2020
	$	$	$
Net loss attributable to shareholders of the Company	6,513,888	6,374,773	2,822,676
Basic and diluted loss per share	0.05	0.06	0.05
Total
assets	22,670,015	3,803,307	2,430,872
Total non-current financial liabilities	3,175,343	1,015,729	-

The Company’s financial results have been driven primarily by the mine restart activities in Namibia and ongoing exploration activities in respect of both its Namibian and Moroccan properties. Exploration and evaluation expenditures and overall general and administrative expenses were higher in fiscal 2022 compared to fiscal 2021 primarily due to the newly acquired Silver Hill property in Q3 and Q4 of fiscal 2021 and the additional operating and exploration activities thereof during fiscal 2022. The exploration and evaluation expenditures in Namibia in fiscal 2022 were lower compared to that of fiscal 2021 since the Company has progressed into the restart of open pit mining and the production of copper concentrate at the Kombat Mine. All the development costs associated with the startup were capitalized and are expected to be amortized over the life of mine during production phase.

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Summary of Quarterly Results

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June 30, March 31, December 31, September 30,
2022 2022 2021 2021
Earning and cash flow $ $ $ $
Net loss attributable to shareholders of the Company 5,395,425 2,723,173 1,689,629 1,248,401
Basic and diluted loss per share 0.03 0.02 0.01 0.01
Cash flow used in operating activities (2,987,743) (404,143) (534,202) (1,766,536)
Cash flow used in investing activities (2,480,016) (3,624,517) (5,863,443) (5,470,198)
Cash flow from financing activities 5,452,445 3,873,272 2,734,301 9,635,089
Balance sheet
Total assets 24,299,161 22,670,015 18,175,802 12,972,413
June 30, March 31, December 31, September 30,
2021 2021 2020 2020
Earning and cash flow $ $ $ $
Net loss attributable to shareholders of the Company 852,685 1,435,662 1,092,425 3,424,286
Basic and diluted loss per share 0.01 0.01 0.01 0.04
Cash flow used in operating activities (631,337) (886,176) (1,203,627) (332,364)
Cash flow from investing activities (2,303,633) (397,389) (602,860) 10,702
Cash flow from (used in) financing activities 1,422,527 341,499 503,107 4,305,869
Balance sheet
Total assets 4,723,109 3,803,307 4,783,240 5,997,447
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Going Concern

The consolidated financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. As at June 30, 2022, the Company had negative working capital of $6,528,715 compared with negative working capital of $5,179,620 as at March 31, 2022. In the three months ended June 30, 2022, the Company incurred net losses of $5,765,362 (three months ended June 30, 2021: $922,779). There is no assurance that additional financing will be available on terms acceptable to the Company, or at all. These matters represent material uncertainty that casts significant doubt on the Company’s ability to continue as a going concern.

Results of Operations

During the three months ended June 30, 2022, the Company recorded net losses of $5,765,362 ($0.04 per share) compared to $922,779 ($0.01 per share) for the same period in the prior year. The higher costs for the three months ended June 30, 2022, compared to the three months ended June 30, 2021 are mainly due to $3.8 million of finance fees (consisting mainly of the $2,900,642 Black-Scholes value of the 15,925,373 warrants issued to Lind) combined with gross loss of $0.4 million incurred in 2022 in the current year. The Company has progressed into the restart of open pit mining and the production of copper concentrate at the Kombat mine, Namibia and has incurred $2,315,607 of mine restart and development costs during the three months ended June 30, 2022. The development costs are capitalized as assets under construction and will be amortized over the life of mine during production phase going forward.

The Company made its first sale of copper concentrate from operations during the three months ended June 30, 2022. As a result of these sales, the Company presented revenues of $393,504 and cost of sales of $769,995 on the condensed consolidated interim statement of loss.

Expenses of an administrative nature, including consulting and professional fees, travel, shareholder communications and general and administration costs, were kept as low as possible as the Company endeavours to raise the funding required to proceed with the development of the Kombat and Silver Hill projects.

The Company has progressed into the restart of open pit mining and the production of copper concentrate at the Kombat mine, Namibia during the year and incurred $2,315,607 of mine restart and development costs.

The exploration and evaluation expenditures in the three months ended June 30, 2022 of $532,934 are related to the costs of personnel and general and administration activities incurred in respect of the Kombat project in Namibia and the Gazania and Silver Hill properties acquired in Morocco and Namibia.

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Three months ended
June 30,
2022 2021
Trigon Namibia
Drilling and assay $ 5,562 $ 162,741
Field office and support 100,343 -
Consulting and labour 274,634 8,701
Licence and permit 10,039 -
Environmental assessment - 8,701
Travel 37,920 -
$ 428,498 $ 180,143
Technomine, Morocco
Assay and survey $ 555 $ -
Drilling - 10,276
Field office and support 17,842 17,388
Consulting and labour 83,909 84,910
Travel 1,559 8,241
$ 103,865 $ 120,815
Gazania Namibia
Licence and permit $ 351 $ 709
Field office and support 220 11,822
$ 571 $ 12,531
Total exploration and
evaluation expenditures $ 532,934 $ 313,489
Cash Flows
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Operating Activities

Cash used in operating activities before changes in non-cash working capital was $2,533,516 during the three months ended June 30, 2022, compared to $850,571 during the three months ended June 30, 2021. The increase in cash used in operating activities is due primarily to the Kombat mine restart and exploration and evaluation expenditures incurred for the Kombat and Silver Hill projects in Namibia and Morocco.

Cash used in working capital during the three months ended June 30, 2022 was $454,227 compared with cash provided by operating activities of $219,234 for the three months ended June 30, 2021, attributed primarily to a decrease in amounts receivable and prepaids offset by increased accounts payable and accrued liabilities.

Investing Activities

Cash of $2,480,016 was used in investing activities in the three months ended June 30, 2022 relating to capitalized costs associated with the Kombat mine restart, including office furniture, vehicles, machinery and plant equipment compared to $2,303,633 used in the three months ended June 30, 2021 which was primarily due to the acquisition of assets associated with the Kombat mine restart.

Financing Activities

Cash of $5,452,445 was provided by financing activities during the three months ended June 30, 2022 compared to $1,422,527 during the three months ended June 30, 2021. During the three months ended June 30, 2022, the Company raised $5,310,000 through a convertible security and $3,221,500 from a new loan it took from Sprott. The Company partially used these funds to repay a loan in full from IXM ($3,055,769).

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Liquidity and Capital Resources

The Company currently spends its available funds on its corporate, general and administrative obligations and to carry out development work at its project in Namibia with the ultimate objective of establishing ore of commercial tonnage and grade and bringing the Kombat project into steady state production, and on exploration work on the early stage Silver Hill project. As the Company is in the development phase and its Namibian mine has not yet achieved commercial production, the necessary funds have to be raised through equity or debt financing, most commonly within the Canadian public markets. Factors such as general market conditions for junior mining companies and the results of exploration activities will affect future capital raising, which may substantially affect future activities. The Company proposes to continue exploration and development activities at its projects and the raising or generation of additional capital will be required for future acquisitions, operations, and work programs. There are no assurances that the Company will continue to be successful in raising additional funds or that other forms of equity capital or debt financing will be available to the Company in the future or on satisfactory terms. Any additional equity financing may be on terms that are dilutive, or potentially dilutive, to the Company’s shareholders and debt financing, if available, may involve restrictive covenants with respect to the Company’s ability to pay dividends, raise additional capital or execute various other financial and operational plans.

Notwithstanding the foregoing, if, at any time, the Company’s Board of Directors deems continued exploration or development expenditures at Trigon’s properties to be unwarranted, based on results up to that time or for any other reason, the Company may suspend or discontinue exploration or development of such properties and apply the funds on hand towards the acquisition, exploration or development of new properties or, if required, the general working capital of the Company. As at June 30, 2022, the Company had no other long-term debt except for the Sprott loan, the convertible security and a long term payable with respect to future payments per the definitive agreement entered into by the Company for the acquisition of Technomine.

• The Company’s objective is to maintain a strong capital base with the goal of:

• maintaining financial flexibility;

• maintaining creditor and investor confidence; and

• sustaining the future development of the business.

The Company manages its capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. The most significant alternatives available for the management of the capital structure include adjusting capital spending or the issue of shares or raising of debt finance when management and the Board of Directors feel the timing is appropriate.

Project Finance and Offtake

IXM Financing Facility

On October 27, 2021, the Company entered into a credit agreement with IXM SA (“IXM”) for a $6,248,000 (US$5 million) project finance facility (the “Facility”) to finance capital and operating expenditures for the restart of the Kombat Mine.

The Facility was structured in two tranches of $3,124,000 (US$2.5 million) each. The first $3,124,000 (US$2.5 million) tranche was drawn down in November 2021 and a further $312,400 (US$250,000) was drawn in January 2022. The remaining $2,811,600 (US$2.25 million) tranche was available for draw down after confirmation of further funding support.

The Company paid IXM a commitment fee of 3.2% of the Facility amount and an arrangement fee of 1.0% of the Facility amount, each fee payable pro rata based on the amount of each tranche.

The Company provided an unsecured guarantee of the obligations under the Facility, pledged its shares of its Namibian subsidiary and provided a general notarial bond over assets located in Namibia.

The IXM financing facility was repaid in full in May 2022 and the security over the Namibian shares and assets was released.

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Sprott Loan

On May 24, 2022, Trigon entered into a credit agreement dated May 24, 2022 with Sprott Mining Inc. (“Sprott”) and the Company’s wholly owned subsidiary, Trigon (Morocco) Holding Corp. (“Trigon Morocco”), pursuant to which Sprott has lent to the Company US$2.5 million (the “Sprott Loan”). The Sprott Loan has a term of 180 days (the “Term”) and accrues interest at the rate of 12.0% per annum, payable in arrears.

The Sprott Loan is secured by security interest over all present and after acquired property of Trigon and Trigon Morocco, with a first ranking charge against Trigon’s Moroccan assets including a guarantee from Trigon Morocco and a share pledge of its Trigon Morocco shares. Pursuant to the Sprott Loan, upon closing of the Sprott Loan Trigon has issued 2,500,000 common share purchase warrants (the “Initial Warrants”) each exercisable for one common share of Trigon at a price of C$0.47 per common share for a period of one year from the date of their issuance, subject to customary adjustment provisions.

In the event that Trigon and Sprott enter into an agreement for stream of silver deliveries equal to 8.25% of the silver produce from the Kombat Mine as contemplated in the credit agreement, the Initial Warrants will be cancelled and, subject to the approval of the TSXV, 2,500,000 warrants (the “Stream Warrants” and interchangeably with the Initial Warrants, the “Warrants”) will be issued. It is contemplated that each Stream Warrant will, if issued, have a strike price at a 35% premium to the 5-day VWAP share price for the 5 days prior to the execution of a stream agreement (or such other exercise price as agreed to by the parties and as may be required by the TSXV) and will be exercisable for one common share of the Company for a term of three years (or such other term as required by the TSXV) and will otherwise have customary adjustment provisions. The Warrants (and the underlying common shares, if the Warrants are exercised within four months of their issuance), shall be subject to a four month statutory hold period.

The proceeds of the Sprott Loan have been used to fund the Company’s operations in Namibia and for working capital purposes.

Copper Concentrate Offtake

On November 16, 2021, IXM and the Company entered into an exclusive offtake agreement whereby IXM will acquire 100% of the production from the Kombat open pit mine. The “Initial Term” shall commence from the date of commercial production and shall continue for a minimum period of six full calendar (6) years. The Company shall deliver a minimum quantity of 80,000 dry metric tonnes (“DMT”) of material during the Initial Term (“Minimum Quantity”). In the event the Minimum Quantity is not delivered during the Initial Term then, at the sole option of IXM, the Initial Term may be extended until the Minimum Quantity has been delivered by the Company to IXM.

Non IFRS Measures

The Company has included certain non-IFRS performance measures, namely working capital, throughout this document. In the mining industry, this is a common non-IFRS performance measure but does not have a standardized meaning. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, we and certain investors use this information to evaluate the Company’s performance and ability to generate cash, profits and meet financial commitments. Non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. The following table provides a reconciliation of working capital to the Company’s eight most recently completed quarters.

As at June 30, 2022, the Company had negative working capital of $6,528,715 compared to negative working capital of $5,179,620 as at June 30, 2022, including cash of $384,200 (March 31, 2022: $399,514). The Company’s primary capital needs are funds for the exploration and development of its mining properties, administrative expenses and working capital. The Company will maintain its excess working capital in Canadian dollars, which are only converted to Namibian dollars or Moroccan dirhams as required. The Company maintains most of its cash reserves at a large reputable Canadian commercial bank in high quality short-term deposits or cash.

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Working Capital	June 30,	March 31,	December 31,	September 30,	June 30,	March 31,	December 31.	September
	2022	2022	2021	2021	2021	2021	2020	30,
								2020
	$	$	$	$	$	$	$	$
Cash	384,200	399,514	554,902	4,218,246	1,819,891	3,332,334	4,272,400	5,577,780
Receivables	860,391	2,301,171	1,606,170	547,588	195,322	56,557	166,409	103,359
Prepaid expenses	857,222	528,129	86,376	82,830	31,469	26,044	8,096	9,556
Accounts payable and
accrued liabilities	(3,575,702)	(5,507,337)	(3,108,908)	(848,313)	(798,879)	(437,457)	(525,369)	(1,183,621)
Lease liability	(1,053,160)	(1,053,160)	(1,703,160)	-	-	-	-	-
Loan payable	-	(970,300)	-	-	-	-	-	-
Convertible sec	(3,300,000)	-	-	-	-	-	-	-
Acquisition fees payable	(701,666)	(877,637)	(854,682)	(832,021)	(860,391)	(837,776)	(616,172)	(593,478)
Bridge financing	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Working Capital	(6,528,715)	(5,179,620)	(3,419,302)	3,168,330	387,412	2,139,702	3,305,364	3,913,596

Operating Segments

The Company has concluded that it has only one material operating segment (the development of its Namibian mineral licenses) for financial reporting purposes.

Off-Balance Sheet Arrangements

To the best of management’s knowledge, the Company has no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or the financial condition of the Company.

Financial Commitments, Contingencies and Litigation

Management contracts

The Company is party to certain management contracts and severance obligations. These contracts contain clauses requiring additional payments of up to $846,000 to be made to the officers of the Company upon the occurrence of certain events such as a change of control. As a triggering effect has not taken place, the contingent payments have not been reflected in the consolidated financial statements. Additional minimum management contractual commitments remaining under the agreements are approximately $419,000, all due within one year. Upon the occurrence of the triggering event, the Company will also have an increase in commitments relating to the subsequent occurrence of certain events such as a change of control or termination of the management contracts.

Legal claims

From time to time, the Company is named as a party to claims or involved in proceedings, including legal, regulatory and tax related, in the ordinary course of its business. While the outcome of these matters may not be estimable at period end, the Company makes provisions, where possible, for the estimated outcome of such claims or proceedings. Should a loss result from the resolution of any claims or proceedings that differs from these estimates, the difference will be accounted for as a charge to net loss in that period.

Environmental

The Company’s mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

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Property obligations

Silver Hill Project

In September 2020, the Company completed its acquisition of 100% equity interest in Technomine, a Moroccan company, from Technomine’s shareholders. The Company is required to meet the terms of the transaction outlined in the definitive agreement as consideration for the acquisition.

Related Party Transactions

Compensation of key management

Compensation awarded to key management, including the Company’s directors and officers, during the three months ended June 30, 2022 and 2021 was as follows:

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Three months ended
June 30,
2022 2021
Consulting fees $ 120,000 $ 97,500
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In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including directors (executive and non-executive) of the Company.

Included in accounts payable and accrued liabilities as at June 30, 2022 was approximately $34,210 for consulting fees and expenses (March 31, 2022: $39,550). Such amounts are unsecured, non-interest bearing and with no fixed terms of payment.

Critical Management Judgments and Accounting Estimates

The preparation of the consolidated financial statements in accordance with IFRS requires management to make judgments, estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Such estimates and assumptions affect the carrying value of assets and impact decisions as to when exploration and development costs should be capitalized or expensed. Estimates and underlying assumptions are reviewed on an ongoing basis and revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. Actual results may differ from these estimates and these differences could be material.

The significant areas of judgment and estimation uncertainty considered by management in preparing the consolidated financial statements include:

Critical judgment in applying accounting policies:

• Carrying values and impairment charges

Events or changes in circumstances can give rise to significant impairment charges or reversals of impairment in a particular year. Management exercises its judgment in determining when such events or changes in circumstances have arisen and where such circumstances evidence a significant or prolonged decline in the fair value of assets indicating impairment.

• Commercial production

The determination of when the mine is in a condition necessary for it to be capable of operating in the manner intended by management (referred to as “commercial production”) is a matter of judgment that will impact when the Company recognizes revenue and operating costs in the consolidated statement of loss and depreciation and depletion commence. In making this determination, management considered whether (a) the major capital expenditures to bring the mine to the condition necessary for it to be capable of operating

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in the manner intended by management had been completed; (b) a reasonable period of commissioning had been completed; (c) consistent operating results have been achieved at the previously budgeted level of design capacity; and (d) the transfer of operations from the construction personnel to operations personnel had been completed. As at June 30, 2022, management and the Board has not declared for commercial production.

• Control of subsidiaries

The Company consolidates subsidiaries over which it has control. Management assesses control in accordance with IFRS 10 - Consolidated Financial Statements and has determined that it controls each of the following subsidiaries:

PNT FinanceCo Corp. Kombat Holdings Namibia (Pty) Ltd. Trigon Mining (Namibia) (Pty) Ltd. (formerly Manila Investments (Pty) Ltd.) Trigon (Morocco) Holding Corp. Technomine Africa Sarl. Gazania Investments Nine (Pty) Ltd.

• Determination of functional currency

Based on the primary indicators in IAS 21 - The Effects of Change in Foreign Exchange Rates , the Canadian dollar has been determined to be the functional currency of the Company and all subsidiaries as the Canadian dollar is the currency in which funds from financing activities (i.e. issuing debt and equity instruments) are generated and because the activities of the foreign operations are carried out as an extension of the reporting entity, rather than with a significant degree of autonomy. Effects of changes in foreign exchange rates are recorded as a foreign exchange gain (loss) on the consolidated statement of loss. If the functional currency of the Namibian and Moroccan entities had been the Namibian dollar and Moroccan dirham respectively, the effect of changes in foreign exchange rates would have been reflected as other comprehensive income (loss) and carried as a cumulative translation adjustment within accumulated other comprehensive income (loss) in the equity section of the consolidated statement of financial position.

• Determination of discount rates

Determination of the discount rate for acquisition fees payable is based on comparison to similar interest bearing debt instruments of a group of comparative companies.

• Acquisitions

For acquisitions, the Company must make assumptions and estimates to determine the purchase price accounting of the assets and liabilities being acquired, as well as the expected outcomes of contingent items. To do so, the Company must determine the acquisition date fair value of the identifiable assets acquired and liabilities assumed. The determination of these fair market values is inherently subjective and require judgment. These assumptions and estimates have an impact on the asset and liability amounts recorded in the consolidated statement of financial position.

• Expected credit losses

Determining allowance for expected credit losses (“ECLs”) requires management to make assumptions about historical patterns for probability of default, the timing of collection and the amount of incurred credit losses, which are adjusted based on management’s judgment about whether economic conditions and credit terms are such that actual losses may be higher or lower than what historical patterns suggest.

• Revenue recognition

The process of revenue recognition, including the valuation of barter transactions, involves significant management judgment. The Company performed focused procedures to test the valuation of revenue recorded in consideration of non-barter contracts.

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In its determination of the amount and timing of revenue to be recognized, management relies on assumptions and estimates supporting its revenue recognition policy.

Key sources of estimation uncertainty:

• Depreciation rates

All property, plant and equipment, with the exception of land and buildings, are depreciated to their estimated residual values on a straight-line basis over three to five years, which the Company believes is the best approximation of the asset utility to the Company. If the estimated life had been longer than management’s estimate, the carrying amount of the asset would have been higher.

• Carrying values and impairment charges

The determination of carrying values and impairment charges and their individual assumptions require that management make an estimate based on the best available information at each reporting period. Under situations where management has determined indicators of impairment are present, an impairment assessment will be performed by management whereupon management looks at the higher of the recoverable amount or fair value less costs to sell in the case of assets.

• Mineral Reserve and Mineral Resource estimates

The figures for Mineral Reserves and Mineral Resources are determined in accordance with National Instrument 43-101, “ Standards of Disclosure for Mineral Projects ”, issued by the Canadian Securities Administrators. There are numerous uncertainties inherent in estimating Mineral Reserves and Mineral Resources, including many factors beyond the Company’s control.

Such estimation is a subjective process and the accuracy of any Mineral Reserve or Mineral Resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Differences between management’s assumptions, including economic assumptions such as metal prices and market conditions, and future circumstances could have a material effect in the future on the Company’s financial position and results of operation.

• Share-based payment transactions and warrants

The Company records share-based compensation at fair value over the vesting period. The Company also issues warrants. The fair value of the options and warrants is determined using the Black-Scholes options pricing model and management assumptions including the expected dividend yield, expected volatility, forfeiture rate, risk free rate and expected life. Should the underlying assumptions change, it will impact the fair value. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.

• Estimation of decommissioning and restoration costs and the timing of expenditure

The cost estimates are updated annually to reflect known developments, (e.g. revisions to cost estimates and to the estimated lives of operations) and are subject to review at regular intervals. Decommissioning, restoration and similar liabilities are estimated based on the Company’s interpretation of current regulatory requirements and constructive obligations, and are measured at fair value. Fair value is determined based on the net present value of estimated future cash expenditures for the settlement of decommissioning, restoration or similar liabilities that may occur upon decommissioning of the mine. Such estimates are subject to change based on changes in laws and regulations and negotiations with regulatory authorities.

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• Income, value added, withholding and other taxes

In assessing the probability of realizing income tax assets recognized, management makes estimates related to expectations of future taxable income, applicable tax planning opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified. Estimates of future taxable income are based on forecasted cash flows from operations and the application of existing tax laws in each jurisdiction. The Company considers whether relevant tax planning opportunities are within the Company’s control, are feasible, and are within management’s ability to implement. Examination by applicable tax authorities is supported based on individual facts and circumstances of the relevant tax position examined considering all available evidence. Where applicable tax laws and regulations are either unclear or subject to ongoing varying interpretations, it is reasonably possible that changes in these estimates can occur that materially affect the amounts of income tax assets recognized. Also, future changes in tax laws could limit the Company from realizing the tax benefits from the deferred tax assets. The Company reassesses unrecognized income tax assets at each reporting period.

The Company is subject to income, value added, withholding and other taxes. Significant judgment is required in determining the Company’s provisions for taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. The determination of the Company’s income, value added, withholding and other tax liabilities requires interpretation of complex laws and regulations. The Company’s interpretation of taxation law as applied to transactions and activities may not coincide with the interpretation of the tax authorities. All tax related filings are subject to government audit and potential reassessment subsequent to the financial statement reporting period. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the tax related accruals and deferred income tax provisions in the period in which such determination is made.

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Financial Instruments and Financial Risk Management

The Company’s financial assets and financial liabilities consist of cash, amounts receivable, accounts payable and accrued liabilities, lease liabilities, acquisition fees payable, loan payable, and the liability component of the convertible security. The carrying value of these financial instruments approximates their fair value due to the short-term nature of these instruments. The liability component of the convertible security is recorded at fair value.

Financial assets and financial liabilities as at June 30, 2022 were as follows:

	Assets	& liabilities	Assets & liabilities	Assets & liabilities
		at		at fair value		TOTAL
	amortized cost		throughprofit & loss
At June 30, 2022
Financial assets:
Cash	$	384,200	$	-	$	384,200
Amounts receivable		27,956		-		27,956
Financial liabilities:
Accounts payable and accrued liabilities		(3,575,702)		-		(3,575,702)
Lease liability		(1,053,160)		-		(1,053,160)
Acquisition fees payable		(1,830,186)		-		(1,830,186)
Loan payable		(3,221,500)		-		(3,221,500)
Convertible security		-		(5,680,036)		(5,680,036)
At March 31, 2022
Financial assets:
Cash	$	399,514	$	-	$	399,514
Amounts receivable		53,571		-		53,571
Financial liabilities:
Accounts payable and accrued liabilities		(5,707,337)		-		(5,707,337)
Lease liability		(1,053,160)		-		(1,053,160)
Acquisition fees payable		(1,767,511)		-		(1,767,511)
Loan payable		(3,055,769)		-		(3,055,769)

The liability component of the convertible security is classified as a level 3 financial instrument within the hierarchy of the Company’s financial instruments, measured at FVPL in the consolidated statements of financial position at June 30, 2023. Within Level 3, the Company includes the liability component of the convertible securities, the value of which can only be estimated using a customized Geometric Brownian motion model and subjective assumptions.

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

• Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;

• Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

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

The Company considers its capital structure to include the components of shareholders’ equity. Management’s objective is to ensure that there is sufficient capital to minimize liquidity risk and for it to continue as a going concern. As the Company’s properties are in the exploration and development stage, the Company is currently unable to self-finance its operations. Although the Company has been successful in the past in obtaining financing through the sale of equity securities, there can be no assurance that the Company will be able to obtain adequate financing in the future, or that the terms of such financings will be favourable.

The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than of the TSXV which requires adequate working capital or financial resources of the greater of (i) $50,000 and (ii) an amount required in order to maintain operations and cover general and administrative expenses for a period of 6 months.

The main risks that could adversely affect the Company's financial assets, liabilities or future cash flows are liquidity risk, credit risk and market risk. The Company has minimal interest rate risk as there are no outstanding variable-rate borrowings and the Company finances its operations primarily through share offerings and shortterm, fixed interest rate debt. Management mandates and agrees policies for managing each of these risks.

The Company is exposed to a variety of financial risks by virtue of its activities including, but not limited to, the following:

• Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting its obligations associated with financial liabilities as they come due. The Company’s ability to continue as a going concern is dependent on the Board and management’s ability to raise the required capital through future equity or debt issuances. The Company manages its liquidity risk by forecasting cash flows required for operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.

The Company’s approach to managing liquidity risk is to endeavour to have sufficient liquidity to meet liabilities when due. As at June 30, 2022, the Company had a cash balance of $384,200 (March 31, 2022: $399,514). As at June 30, 2022, the Company’s financial liabilities consisted of accounts payable and accrued liabilities of $3,575,702 (March 31, 2022: $5,707,337) all due in less than one year, current loan payable of $Nil (March 31, 2022 - $970,300), current convertible security of $3,300,000 (March 31, 2022 - $Nil), other current liabilities of $1,754,826 (March 31, 2022 - $1,730,797), plus long term liabilities of $6,730,056 (March 31, 2022: $3,175,343).

• Credit risk

Credit risk is risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. With respect to credit risk arising from financial assets of the Company, which comprise cash and minimal receivables, the Company's exposure to credit risk arises from default of counterparties, with a maximum exposure equal to the carrying amount of these instruments. As cash balances are held with high credit quality financial institutions, the credit risk to the Company is considered minimal. The Company monitors and is subject to normal industry credit risks.

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• Commodity price risk

The ability of the Company to explore, evaluate and develop its exploration and evaluation properties and the future profitability of the Company are directly related to the price of base and precious metals. The Company monitors metal prices to determine the appropriate course of action to be taken.

• Currency risk

Foreign currency risk is created by fluctuations in the fair value of cash flows of financial instruments due to changes in foreign exchange rates and exposure as a result of investment in its subsidiaries. The Company is exposed to currency risk by incurring certain expenditures in Namibian dollars, US dollars, South African Rand and Australian dollars for its operations in Namibia and in Moroccan dirhams and US dollars in Morocco. The Company has sought to minimize this risk by keeping its cash reserves in Canadian dollars and only purchasing Namibian dollars, US dollars, South African Rand, European Euro and Moroccan dirhams as needed.

New accounting standards and interpretations

Future accounting changes

Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or IFRIC that are mandatory for annual accounting periods beginning on April 1, 2021 or later. Updates that are not applicable or are not consequential to the Company have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the Company.

IAS 1 – Presentation of Financial Statements (“IAS 1”) was amended in January 2020 to provide a more general approach to the classification of liabilities under IAS 1 based on the contractual arrangements in place at the reporting date. The amendments clarify that the classification of liabilities as current or noncurrent is based solely on a company’s right to defer settlement at the reporting date. The right needs to be unconditional and must have substance. The amendments also clarify that the transfer of a company’s own equity instruments is regarded as settlement of a liability, unless it results from the exercise of a conversion option meeting the definition of an equity instrument. The amendments are effective for annual periods beginning on January 1, 2023.

IAS 1 – In February 2021, the IASB issued ‘Disclosure of Accounting Policies’ with amendments that are intended to help preparers in deciding which accounting policies to disclose in their financial statements. The amendments are effective for year ends beginning on or after January 1, 2023.

IAS 8 – In February 2021, the IASB issued ‘Definition of Accounting Estimates’ to help entities distinguish between accounting policies and accounting estimates. The amendments are effective for year ends beginning on or after January 1, 2023.

IAS 12 – In May 2021, the IASB issued ‘Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction’ that clarifies how entities account for deferred tax on transactions such as leases and decommissioning obligations. The amendments are effective for year ends beginning on or after January 1, 2023.

Risks and Uncertainties

Investing in the Company involves risks that should be carefully considered. The operations of the Company are speculative due to the high-risk nature of its business, being the acquisition, financing, exploration and development of mineral properties. These risk factors could materially affect the Company’s future operating results and could cause actual events to differ materially from those described in forward-looking information relating to the Company.

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Liquidity Concerns and Financing Risks

The Company has limited financial resources, negative operating cash flow and has no assurance that additional funding will be available for further exploration and the development of its projects or to fulfill its obligations under any applicable agreements. There can be no assurance that adequate financing will be obtained in the future or that the terms of such financing, if secured, will be favorable. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of the Company’s projects with the possible loss of such properties.

While the Company’s consolidated financial statements have been prepared on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business, failure to secure additional funding may cast doubt about the validity of that assumption. Adjustments to the consolidated financial statements, should they be required, could be material.

Exploration and Mining Risks

The Company is engaged in mineral exploration and development activities. Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. The long-term profitability of the Company’s operations will be in part directly related to the cost and success of the Company’s exploration programs, which may be affected by a number of factors beyond the Company’s control. Mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not overcome. Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to the exploration and development of, and production from, mineral resources, any of which could result in work stoppages; damage to or destruction of property or production facilities; personal injury; environmental damage; delays in mining; monetary losses and legal liability. Hazards such as unusual or unexpected geological formations, and other conditions such as formation pressures, flooding, fire, explosions, cave-ins, landslides, inclement or hazardous weather conditions, power outages, labour or transportation disruptions and the inability to obtain suitable machinery, equipment or labour are involved in mineral exploration, development and operation.

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 the funds required for development can be obtained on a timely basis.

Even when mineralization is discovered, it may take several years until production is possible, during which time the economic feasibility of production may change. The economics of developing mineral properties are affected by many factors, including the cost of operations, variations in the grade of ore mined, fluctuations in metal markets, allowable production, impediments to the importing and exporting of minerals and environmental protection.

Stage of Development

The Company is in the business of exploring for mineral resources and mining for copper in Namibia, with the ultimate goal of producing from its mineral properties. None of the Company’s properties have commenced commercial production and Trigon has no history of earnings or cash flow from its operations. As a result of the foregoing, there can be no assurance that the Company will be able to develop any of its properties profitably or that its activities will generate positive cash flow. The Company’s operating expenses and capital expenditures may increase in subsequent years in relation to the engagement of consultants and personnel and purchase of equipment associated with advancing exploration, development and commercial production at the Company’s properties. The Company expects to continue to incur losses for in the near term as it ramps up its mining operations in Namibia. There can be no assurance that the Company will generate any revenues or achieve profitability. A prospective investor in the Company must be prepared to rely solely upon the ability, expertise, judgment, discretion, integrity and good faith of management in all aspects of the development and implementation of the Company’s business activities.

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Mineral Resource and Mineral Reserve Estimates

There are numerous uncertainties inherent in estimating Mineral Resources and Mineral Reserves, including many factors beyond the control of the Company. Such estimates are a subjective process and the accuracy of any Mineral Resource or Mineral Reserve estimate is a function of the quantity and quality of available data and of the assumptions used and judgments made in engineering and geological interpretation. These amounts are estimates only and the actual level of mineral recovery from such deposits may be different. Differences between management’s assumptions, including economic assumptions such as metal prices and market conditions, could have a material adverse effect on the Company’s financial position and results of operations.

Regulatory Requirements, Permits and Licenses

Even if the Company’s mineral properties are proven to host economic Mineral Reserves or Mineral Resources, factors such as governmental expropriation or regulation may prevent or restrict mining of any such deposits or the repatriation of profits. The Company’s exploration and development activities, including mine, mill, road, rail and other transportation facilities, and potentially financing alternatives, require permits and approvals from various government authorities, and are subject to extensive federal, departmental and local laws and regulations governing prospecting, development, production, exports, project capitalization, taxes, labour standards, occupational health and safety, mine safety and other matters. Such laws and regulations are subject to change, can become more stringent and compliance can therefore become more time consuming and costly. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business. There can be no guarantee that the Company will be able to obtain or maintain all necessary licenses, permits and approvals that may be required to explore, develop and finance its properties, or for the operation of mining facilities. In addition, the Company may be required to compensate those suffering loss or damage by reason of its activities.

Title to Properties

It is possible that the Company’s mineral properties may be subject to prior unregistered agreements, transfers or native land claims and title may be affected by undetected defects. Title to, and the area of, the mining claims may be disputed and there may be challenges to the title of the properties in which the Company may have an interest, which, if successful, could result in the loss or reduction of the Company’s interest in the properties.

Environmental Regulations

The Company’s activities are subject to environmental protection and employee health and safety regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessment of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Any failure to comply fully with all applicable laws and regulations could have significant adverse effects on the Company, including the suspension or cessation of operations, and there is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations.

Markets for Securities

There can be no assurance that an active trading market in the Company’s securities will be established and sustained or that significant fluctuations in the Company’s share price will not occur. The market prices for securities of many companies, particularly exploration stage companies, are subject to wide fluctuations that are not necessarily reflective of their operating performance, underlying asset values or the prospects of such companies. Factors such as commodity prices, government regulation, interest rates, share price movements of peer companies and competitors, as well as overall market conditions, may have a significant impact on the market price of the securities of the Company.

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Commodity Prices

The ability of the Company to develop, explore and evaluate its mineral properties and the future profitability of the Company are directly related to the price of copper and other metals. Factors beyond the control of the Company may affect the marketability of any substances discovered and there is no assurance that a ready market will exist for the sale of commercial quantities of ore. Copper and other metal prices fluctuate widely and are affected by numerous factors beyond the control of the Company. The level of interest rates, the rates of inflation, the world supply of copper and the stability of exchange rates can all cause significant fluctuations in prices. Such external economic factors are in turn influenced by changes in international investment patterns, monetary systems and political developments. The price of copper has fluctuated widely in recent years and future price declines could cause commercial production to be impracticable, thereby having a materially adverse effect on the Company’s business, financial condition and result of operations.

Economic Empowerment

Maintaining the Company’s licences requires alignment with the local and national objectives relevant to the areas in which the Company operates.

Over the last several years, Namibia has been developing a national policy framework that aims to address the perceived consequences from the previous discriminatory regimes. The framework is built on six pillars, including: Ownership; Management, Control and Employment Equity; Human Resources and Skills Development; Entrepreneurship Development and Marketing; Corporate Social Responsibility and Value Addition; and Technology and Innovation. Although the Namibian national policy framework and draft bill have not been legislated, the Company has made efforts developing empowerment policies and practices that are generally consistent with the themes set out in each of the pillars contained in the framework. There is no assurance, however, that final legislation will not have adverse effects on the Company or increase its cost of doing business in Namibia.

Uninsurable Risks

The Company maintains insurance to cover normal business risks. The Company may, however, become subject to liability for pollution or hazards against which it cannot insure or against which it may elect not to insure. The payment of such liabilities may have a material, adverse effect on the Company’s financial position. In the course of exploration and development of, and production from, mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions including explosions, rock bursts, cave-ins, land movements, earth work failures, fires, flooding and earthquakes may occur. It is not always possible to fully insure against such risks and the Company has currently decided not to take out insurance against such risks due to high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company.

Reliance on Key Individuals and Outside Parties

The Company’s success depends upon the personal efforts and commitment of key members of its existing management. It is expected that the contribution of these individuals will be a significant factor in the Company’s growth and success. The loss of the services of these members of management and certain key employees could have a material adverse effect on the Company. The Company also relies upon consultants, engineers and others for exploration, development, construction and operating expertise. Substantial expenditures are required to establish mineral reserves through drilling, to carry out environmental and social impact assessments, to develop metallurgical processes to extract the metal from the ore, and to develop the mining and processing facilities and infrastructure. If such parties’ work is deficient or negligent or is not completed in a timely manner, it could have a material adverse effect on the Company.

Geopolitical Risks

The Company’s operations are currently in Namibia and Morocco, and as a result, the operations of the Company may be exposed to various levels of political, economic and other risks and uncertainties associated with operating in these countries, including approval of acquisitions by local authorities; regulation of the mining

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industry and licenses of the Company; restrictions on future exploitation and production; restrictions on the Company’s ability to finance its operations; price, export and currency controls; currency availability; income taxes; delays in obtaining or the inability to obtain necessary permits and licenses; opposition to mining from environmental and other non-governmental organizations; expropriation of property; nullification of existing or future concessions and contracts; war, terrorism or political boundary disputes; environmental legislation; labour relations; and site safety. In addition, legislative enactments may be delayed or announced without being enacted and future political action that may adversely affect the Company cannot be predicted. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of entitlements. The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on the operations and profitability of the Company.

Competition

The mineral industry is intensely competitive in all its phases. The Company competes with many companies possessing greater financial and technical resources for the acquisition of mineral interests, as well as for the recruitment and retention of qualified employees. Such competition may result in the Company being unable to acquire desired properties, recruit or retain qualified employees, or acquire the capital necessary to fund its operations and develop its properties. The Company’s inability to compete with other mining companies for these resources would have a material adverse effect on the Company’s results of operation and business.

Conflicts of Interest

Certain directors and officers of the Company are also directors, officers or shareholders of other companies that are similarly engaged in the business of acquiring, developing or exploiting natural resource properties. Such associations may give rise to conflicts of interest from time to time. The directors of the Company are required by law to act honestly and in good faith with a view to the best interests of Trigon and to disclose any interest that they may have in any project or opportunity to the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict will disclose his interest and abstain from voting on such matter. In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

Litigation

Legal proceedings, with and without merit, may arise from time to time in the course of the Company’s business. Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. The process of defending such claims could take away from management time and effort. Due to the inherent uncertainty of the litigation process, the resolution of any legal proceeding to which the Company or one or more of its subsidiaries may become subject, could have a material effect on the Company’s financial position, results of operations, or mining and project development activities.

Corruption and Bribery Laws

The Company’s operations are governed by, and involve interactions with, many levels of government in multiple countries. The Company is required to comply with anti-corruption and anti-bribery laws, including the Criminal Code (Canada), and the Canadian Corruption of Foreign Public Officials Act, as well as similar laws in the countries in which the Company conducts its business.

In recent years, there has been a general increase in both the frequency of enforcement and the severity of penalties under such laws, resulting in greater scrutiny and punishment for companies convicted of violating anti-corruption and anti-bribery laws. Furthermore, a company may be found liable for violations by not only its employees, but also by its contractors and third party agents. Although the Company has adopted steps to mitigate such risks, such measures may not always be effective in ensuring that the Company, its employees, contractors or third party agents comply strictly with such laws. If the Company is subject to an enforcement action or is found to be in violation of such laws, this may result in significant penalties, fines and/or sanctions being imposed, resulting in a material adverse effect on the Company’s reputation and results of its operations.

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Foreign Mining Tax Regimes

Mining tax regimes in foreign jurisdictions are subject to differing interpretations and are subject to constant change. The Company’s interpretation of taxation law as applied to its transactions and activities may not coincide with that of the relevant tax authorities. As a result, transactions may be challenged by tax authorities and the Company’s operations may be reassessed, which could result in significant additional taxes, penalties and interest. In addition, future changes to mining tax regimes in foreign jurisdictions could result in significant additional taxes being payable by the Company, which would have a negative impact on its financial results.

Limited Property Portfolio

Currently the Company holds interests in one main project in each of Namibia and Morocco. As a result, unless the Company acquires additional property interests, any adverse developments affecting either of these properties would be expected to have a material adverse effect upon the Company and would materially and adversely affect the potential mineral resource production, profitability, financial performance and results of operations of the Company.

Enforcement of Legal Rights

The Company’s material subsidiaries are organized under the laws of foreign jurisdictions and certain individuals of the Company’s experts are located in foreign jurisdictions. Given that the Company’s material assets are located outside of Canada, investors may have difficulty effecting service of process within Canada and collecting from or enforcing against the Company or its experts any judgments obtained through the Canadian courts or Canadian securities regulatory authorities, predicated on the civil liability provisions of Canadian securities legislation or otherwise. Similarly, in the event a dispute arises in relation to the Company’s foreign operations, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdictions of courts in Canada.

Novel Coronavirus (“COVID-19”)

The Company’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company’s operations and ability to finance its operations.

Additional Information and Continuous Disclosure

Additional information, including the Company’s press releases, has been filed electronically through the System for Electronic Document Analysis and Retrieval and is available online under its profile at www.sedar.com.

Outstanding Share Data

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

• a) 169,656,202 common shares outstanding.

• b) 53,914,022 warrants outstanding with expiry dates ranging between January 8, 2023 and May 24, 2024. If all the warrants were exercised, 53,914,022 shares would be issued for proceeds of $19,689,925.

• c) 7,760,000 stock options outstanding with expiry dates ranging between June 6, 2023 and February 21, 2027. If all the options were exercised, 7,760,000 shares would be issued for gross proceeds of $2,164,400.

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Cautionary Note Regarding Forward Looking Statements

Except for statements of historical fact, certain information contained herein constitutes forward-looking statements under Canadian securities legislation. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “plan”, “budget”, “forecast”, “schedule”, “continue”, “estimate”, ”expect”, “project”, “predict”, “potential”, “target”, “intend”, “believe” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will be taken”, “occur” or “be achieved”. Such statements and assumptions include those relating to guidance; proposed acquisitions; strategy; development potential and timetable for the Company’s properties; the Company’s ability to raise additional financing; results of operations and financial condition; mineralization projections; the timing, success and amount of future exploration and development; projected capital expenditure; mining or processing issues; currency exchange rates; government regulation and permitting of mining operations; reliance on qualified personnel; competition; dependence on outside parties; and environmental risks.

Forward-looking statements are based on the opinions and estimates of management and certain qualified persons as of the date such statements are made. Estimates regarding the anticipated timing, amount and cost of future exploration at the Company’s projects are based on management expectations considering previous industry experience, exploration done to date and recommended programs, historic expenditures incurred and other factors that are set out in the technical reports referred to. By their nature, forward-looking statements are subject to numerous known and unknown risks and uncertainties that could significantly affect anticipated results or the level of activity, performance or achievement in the future and, accordingly, actual results may differ materially from those expressed or implied by such forward-looking statements. The Company is exposed to numerous operational, technical, financial and regulatory risks and uncertainties, many of which are beyond its control, that may significantly affect anticipated future results, including but not limited to, risks related to: uncertainties inherent to economic studies, which rely on various assumptions; unexpected events and delays during construction and start-up; variations in mineral grade and recovery rates; uncertainties inherent in estimating Mineral Resources and Mineral Reserves; lack of revenues; revocation of government approvals; corruption and uncertainty with court systems and the rule of law and other foreign country risks inherent to the jurisdictions where the Company operates; availability of external financing on acceptable terms; exchange rates; ability to finalize required agreements for operations; actual results of current exploration activities; changes in project parameters as plans continue to be refined; future mineral prices; failure of equipment or processes to operate as anticipated; accidents, labour or community disputes; other risk factors, including without limitation the risk factors described herein. Although management has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

This MD&A contains information with respect to certain Non-GAAP measures, including certain cash costs per pound and all-in sustaining costs. These measures are included because these statistics are key performance measures that management may use to monitor performance. Management may use these statistics in future to assess how the Company is performing to plan and to assess the overall effectiveness and efficiency of mining operations. These performance measures do not have a meaning within IFRS and, therefore, amounts presented may not be comparable to similar data presented by other mining companies. These performance measures should not be considered in isolation as a substitute for measures of performance in accordance with IFRS.

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