NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual and special meeting (the "Meeting") of the holders (the "Trigon Shareholders") of the common shares (the "Common Shares" or "Trigon Shares") of Trigon Metals Inc. ("Trigon" or the "Corporation") will be held at the offices of the Corporation's legal counsel, Miller Thomson LLP, 40 King Street West, Suite 5800, Toronto, Ontario, M5H 3S1, on April 9, 2024 at 10:00 a.m. (Toronto time).

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, 2023, together with the report of the auditors thereon and the unaudited condensed consolidated interim financial statements for the nine-month period ended December 31, 2023;
1. Elect Directors. Consider and elect the directors for the ensuing year;
1. Auditor Appointment. Consider and, if acceptable, appoint McGovern Hurley LLP as auditor of the Corporation;
1. Stock Option Plan. Consider and, if acceptable, re-approve the Corporation's stock option plan (the "Stock Option Plan");
1. Consolidation. Consider and, if acceptable, pass, with or without variation a special resolution allowing the directors of the Corporation to consolidate the issued and outstanding Trigon Shares on the basis of one post-consolidation Trigon Share for each five pre-consolidation Trigon Shares;
1. Arrangement. Consider, pursuant to an order (the "Interim Order") of the Ontario Superior Court of Justice (Commercial List) (the "Court") dated February 14, 2024, and, if deemed advisable, to approve, with or without variation, a special resolution of the Trigon Shareholders (the "Arrangement Resolution") approving a statutory plan of arrangement (the "Plan of Arrangement") pursuant to Section 192 of the Canada Business Corporations Act (the "CBCA") among Trigon, the Trigon Shareholders and Safi Silver Corp. ("Spinco"), as more fully described in the accompanying management information circular dated March 11, 2024 (the "Circular"); and
1. 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 and the Circular.

Trigon 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 April 5, 2024 at 10:00 a.m. (Toronto time). Alternatively, Trigon Shareholders may cast their vote online at www.voteproxyonline.com using the 12-digit control number found on their form of proxy. Proxy inquiries can be sent via email to [email protected].

The directors of the Corporation have fixed the close of business on March 4, 2024, 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.

DATED at Toronto, Ontario as of the 11th day of March, 2024

BY ORDER OF THE BOARD OF DIRECTORS

"Jed Richardson"

Chief Executive Officer and Executive Chairman

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISKS 1 NOTICE TO UNITED STATES SHAREHOLDERS 2 DOCUMENTS INCORPORATED BY REFERENCE 3 CURRENCY AND EXCHANGE RATES 4 REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES 4 GLOSSARY OF TERMS 5






SUMMARY 10
The Meeting 10
Record Date 10
Purpose of the Meeting 10
The Arrangement 10
Dissent Rights 18
Income Tax Considerations 18
Regulatory Law Matters and Securities Law Matters 18
Risk Factors 19
GENERAL PROXY INFORMATION 20
Solicitation of Proxies 20
Appointment and Revocation of Proxies 20
Exercise of Discretion by Proxies 20
Non-Registered Trigon Shareholders 21
Letter of Transmittal 22
PARTICULARS OF MATTERS TO BE ACTED UPON 22
Financial Statements 22
Election of Directors 22
Appointment of Auditors 25
Approval of Stock Option Plan 25
Approval of the Share Consolidation 26
Approval of the Arrangement 30
THE ARRANGEMENT 31
Background to the Arrangement 31
Reasons for the Arrangement 31
Fairness Opinion 33
Principal Steps of the Arrangement 33
Approval of the Arrangement Resolution 36
The Arrangement Agreement 36

Procedure for Receipt of New Trigon Shares and Spinco Common Shares	38
Fractional Shares	38
Effects of the Arrangement on Trigon Shareholders' Rights	38
Shareholder Approval of the Arrangement	38
Court Approval of the Arrangement	39
Regulatory Approvals	40
Regulatory Law Matters and Securities Law Matters	40
Fees and Expenses	42
Interests of Certain Persons in the Arrangement	42
Risks Associated with the Arrangement	43
RIGHTS OF DISSENTING SHAREHOLDERS	44
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS	47
Holders Resident in Canada	48
Holders Not Resident in Canada	51
UNITED STATES TAX CONSIDERATIONS	54
CORPORATE GOVERNANCE	54
OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NAMED EXECUTIVE OFFICER COMPENSATION	59
INTEREST OF EXPERTS	64
ADDITIONAL INFORMATION AND CONTACT INFORMATION	65

SCHEDULES

SCHEDULE "A" ARRANGEMENT RESOLUTION
SCHEDULE "B" PLAN OF ARRANGEMENT
SCHEDULE "C" COURT MATERIALS
SCHEDULE "D" DISSENT PROVISIONS
SCHEDULE "E" INFORMATION CONCERNING TRIGON
SCHEDULE "F" INFORMATION CONCERNING SPINCO
SCHEDULE "G" SPINCO FINANCIAL STATEMENTS
SCHEDULE "H" TECHNOMINE AUDITED FINANCIAL STATEMENTS
SCHEDULE "I" SPINCO PRO FORMA FINANCIAL STATEMENTS
SCHEDULE "J" TRIGON AUDIT COMMITTEE CHARTER
SCHEDULE "K" SPINCO AUDIT COMMITTEE CHARTER
SCHEDULE "L" BEACON FAIRNESS OPINION
SCHEDULE "M" TRIGON STOCK OPTION PLAN

INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR

The information contained in this Circular, unless otherwise indicated, is given as of March 11, 2024.

No person has been authorized to give any information or to make any representation in connection with the matters being considered herein other than those contained in this Circular and, if given or made, such information or representation should be considered or relied upon as not having been authorized. This Circular does not constitute an offer to sell, or a solicitation of an offer to acquire, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer of proxy solicitation. Neither the delivery of this Circular nor any distribution of securities referred to herein shall, under any circumstances, create any implication that there has been no change in the information set forth herein since the date of this Circular.

Information contained in this Circular should not be construed as legal, tax or financial advice and Trigon Shareholders are urged to consult their own professional advisors in connection with the matters considered in this Circular.

The Arrangement has not been approved or disapproved by any securities regulatory authority, nor has any securities regulatory authority passed upon the fairness or merits of the Arrangement or upon the accuracy or adequacy of the information contained in this Circular and any representation to the contrary is unlawful.

The TSXV has neither reviewed nor approved the disclosure in this Circular.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISKS

This Circular, and the documents incorporated into this Circular by reference, contain "forward-looking information" within the meaning of the applicable Canadian Securities Legislation ("forward-looking statements") that are based on expectations, estimates and projections as at the date of this Circular or the dates of the documents incorporated herein by reference, as applicable. These forward-looking statements include but are not limited to statements and information concerning the Arrangement; the timing for the implementation of the Arrangement and the potential benefits of the Arrangement; the likelihood of the Arrangement being completed; steps of the Arrangement; statements relating to the business and future activities of, and developments related to, Trigon and Spinco after the date of this Circular and prior to the Effective Time and to and of Trigon and Spinco after the Effective Time; receipt of approval of the Trigon Shareholders and Court approval of the Arrangement; regulatory approval of the Arrangement; market position, and future financial or operating performance of Trigon and Spinco; and other events or conditions that may occur in the future.

Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might", or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements and are intended to identify forward-looking statements, which include statements relating to, among other things, the ability of Trigon or Spinco to successfully compete in the market.

These forward-looking statements are based on the beliefs of Trigon's management, as well as on assumptions, which such management believes to be reasonable based on information currently available at the time such statements were made. However, there can be no assurance that the forward-looking statements will prove to be accurate. Such assumptions and factors include, among other things, the satisfaction of the terms and conditions of the Arrangement including the approval of the Arrangement and fairness by the Court, and the receipt of the required governmental and regulatory approvals and consents.

By their nature, forward-looking statements are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Trigon or Spinco to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements are subject to a variety of risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements, including, without limitation: the Arrangement Agreement may be terminated at the discretion of the board of directors of Trigon; general business, economic, competitive, political, regulatory and social uncertainties; dilutive effects to Trigon Shareholders; reliance on and retention of management and key personnel; risks associated with permits and business licenses; stock market volatility and ability to access sufficient capital from internal and external sources; exposure to potential litigation and other factors beyond the control of Trigon and Spinco.

This list is not exhaustive of the factors that may affect any of forward-looking statements of Trigon and Spinco. Forward-looking statements are statements about the future and are inherently uncertain. Actual results could differ materially from those projected in the forward-looking statements as a result of the matters set out or incorporated by reference in this Circular generally and certain economic and business factors, some of which may be beyond the control of Trigon and Spinco. Some of the important risks and uncertainties that could affect forward-looking statements are described further under the heading "The Arrangement – Risks Associated with the Arrangement". Trigon and Spinco do not intend, and do not assume any obligation, to update any forward-looking statements, other than as required by applicable law. For all of these reasons, Trigon Shareholders should not place undue reliance on forward-looking statements.

NOTICE TO UNITED STATES SHAREHOLDERS

THE NEW TRIGON SHARES AND SPINCO COMMON SHARES TO BE ISSUED TO TRIGON SHAREHOLDERS PURSUANT TO THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR THE SECURITIES AUTHORITIES OF ANY STATE IN THE UNITED STATES PASSED ON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The New Trigon Shares and Spinco Common Shares to be issued in the United States under the Arrangement have not been and will not be registered under the U.S. Securities Act or applicable state securities laws, and the New Trigon Shares and Spinco Common Shares are being issued in reliance on the exemption from the registration requirements of the U.S. Securities Act set forth in Section 3(a)(10) thereof on the basis of the approval of the Court, which will be informed of the intention to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act and will consider, among other things, the substantive and procedural fairness of the Arrangement to Trigon Shareholders as further described in this Circular. See "Regulatory Law Matters and Securities Law Matters – United States Securities Laws".

As a result, the New Trigon Shares and Spinco Common Shares to be received by Trigon Shareholders pursuant to the Arrangement will be freely transferable under U.S. federal securities laws except by persons who are "affiliates" (as defined in Rule 405 of the U.S. Securities Act) of Trigon or Spinco, as applicable, after the Effective Date or were "affiliates" of Trigon or Spinco, as applicable, within 90 days prior to the date of any proposed resale. Persons who may be deemed to be "affiliates" of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such New Trigon Shares or Spinco Common Shares, as applicable, by such an affiliate (or former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom. See "Regulatory Law Matters and Securities Law Matters – United States Securities Laws".

Trigon is a corporation organized and existing under the laws of the Province of Ontario and a "foreign private issuer" as such term is defined in Rule 405 under the U.S. Securities Act. The solicitation of proxies pursuant to this Circular is not subject to the requirements of Section 14(a) of the U.S. Exchange Act by virtue of an exemption applicable to proxy solicitations by foreign private issuers as defined in Rule 3b-4 under the U.S. Exchange Act. Accordingly, this Circular has been prepared in accordance with the disclosure requirements of Canadian securities law. Such requirements are different than those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act. Trigon Shareholders should be aware that requirements under such Canadian laws may differ from requirements under United States corporate and securities laws.

The financial statements of Trigon and Spinco incorporated by reference in this Circular have been prepared in accordance with IFRS, and are subject to Canadian auditing and auditor independence standards. Therefore, such financial statements may not be comparable to financial statements of United States corporations.

Trigon Shareholders should be aware that the transactions described herein may have tax consequences to Trigon Shareholders who are resident in, or citizens of, the United States and such consequences are not described in this Circular or the materials provided to the Trigon Shareholders. Trigon Shareholders who are resident in, or citizens of, the Unites States are advised to consult their own tax advisors to determine the particular United States tax consequences to them of the Arrangement in light of their particular situation, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local or other taxing jurisdiction.

The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that some of the officers and directors of Trigon and Spinco and the experts named in this Circular are residents of a foreign country, and that some of the assets of Trigon and such persons are located outside the United States. As a result, it may be difficult or impossible for Trigon Shareholders in the United States to effect service of process within the United States upon Trigon, its officers or directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or "blue sky" laws of any state within the United States. In addition, Trigon Shareholders in the United States should not assume that the courts of Canada: (i) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or "blue sky" laws of any state within the United States; or (ii) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or "blue sky" laws of any state within the United States.

This Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. Trigon Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act.

Certain disclosure referred to herein was prepared in accordance with NI 43-101 which differs significantly from the requirements of the SEC. The term "mineral reserves" used in this Circular are in reference to the mining terms defined in the Canadian Institute of Mining, Metallurgy and Petroleum Standards (the "CIM Definition Standards"), which definitions have been adopted by NI 43-101. Accordingly, information contained in this Circular providing descriptions of mineral deposits in accordance with NI 43-101 may not be comparable to similar information made public by other U.S. companies subject to the United States federal securities laws and the rules and regulations thereunder.

Without limiting the forgoing, information concerning the mineral properties of Trigon and Spinco have been prepared in accordance with the requirements of Canadian securities laws, which differ in material respects from the requirements of securities laws of the United States. These standards differ significantly from the disclosure requirements of the SEC, and mineral reserve and mineral resource information contained and incorporated by reference herein may not be comparable to similar information disclosed in accordance with the rules and regulations promulgated by the SEC.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents, filed by Trigon with securities commissions or similar regulatory authorities in British Columbia, Alberta, and Ontario are specifically incorporated by reference into, and form an integral part of, this Circular:

1. the unaudited condensed consolidated interim financial statements for the nine-month period ended December 31, 2023 with comparatives for the nine-month period ended December 31, 2022 and the related management's discussion and analysis filed on SEDAR+ on February 27, 2024;
1. the audited consolidated financial statements for the year ended March 31, 2023, with comparatives for the twelve-month period ended March 31, 2022 and the related management's discussion and analysis filed on SEDAR+ on July 28, 2023;
1. the technical report prepared by Minxcon (Pty) Ltd, titled "NI 43-101 Technical Report on the Kombat Project, Namibia" with an effective date of September 1, 2021 and filed on SEDAR+ on December 20, 2021;
1. the material change report filed on SEDAR+ on July 13, 2023;
1. the material change report filed on SEDAR+ on February 22, 2024; and
1. the material change report filed on SEDAR+ on March 8, 2024.

Copies of the documents incorporated herein by reference may be obtained, upon request, by any shareholder of Trigon at no charge, or may be inspected at the registered office of Trigon during normal business hours until the date of the Meeting. These documents are also available under Trigon's profile on the SEDAR+ website at www.sedarplus.ca.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement contained in this Circular or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this Circular, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purpose that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

CURRENCY AND EXCHANGE RATES

Unless otherwise indicated herein, references to "\$", "Cdn\$" or "Canadian dollars" are to Canadian dollars, and references to "US\$" or "U.S. dollars" are to United States dollars. All dollar amount references in this Circular, unless otherwise indicated, are expressed in Canadian dollars.

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

The financial statements of Trigon in this Circular are reported in U.S. dollars and have been prepared in accordance with IFRS. The financial statements of Spinco in this Circular are reported in Canadian dollars and have been prepared in accordance with IFRS.

GLOSSARY OF TERMS

"ACB" means adjusted cost base, as defined in the Tax Act.

"Arrangement" means the statutory arrangement pursuant to Section 192 of the CBCA, as contemplated by the provisions of the Arrangement Agreement and the Plan of Arrangement.

"Arrangement Agreement" means the arrangement agreement dated February 14, 2024 between Trigon and Spinco, as may be supplemented or amended from time to time.

"Arrangement Provisions" means Section 192 of the CBCA.

"Arrangement Resolution" means the special resolution of the Trigon Shareholders to approve the Plan of Arrangement which is to be considered at the Meeting, substantially in the form and content of Schedule "A" attached hereto.

"Audit Committee" means the audit committee of the Corporation.

"Board" means the board of directors of Trigon as constituted from time to time.

"Business Day" means any day that is not a Saturday, Sunday or statutory holiday in Toronto, Ontario.

"CBCA" means the Canada Business Corporations Act, R.S.C., 1985, c. C-44, as amended.

"CBCA Director" means the Director appointed pursuant to Section 260 of the CBCA.

"CEO" means the Chief Executive Officer.

"CFO" means the Chief Financial Officer.

"Change of Control" means 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.

"Circular" means the management information circular of Trigon, including all appendices and schedules attached thereto, to be sent to the Trigon Shareholders in connection with the Meeting, together with any amendments or supplements thereto.

"Compensation Committee" means the compensation committee of the Corporation.

"Concurrent Financing" means the issuance by Spinco of Spinco Subscription Receipts for minimum gross proceeds of \$2,000,000 and maximum gross proceeds of \$5,000,000.

"Consideration" means, pursuant to the Plan of Arrangement, one New Trigon Share and 0.5 Spinco Common Shares to be received by Trigon Shareholders in exchange for each Trigon Share held immediately prior to the Arrangement.

"Consolidation Ratio" has the meaning ascribed to such term under "Approval of the Share Consolidation".

"Consolidation Resolution" means the special resolution being considered by the Trigon Shareholders authorizing the Share Consolidation.

"Constating Documents" means, in respect of Trigon and Spinco, their respective articles of incorporation, amalgamation, or continuation, as applicable, and by-laws, together with all amendments thereto.

"Controlling Individual" has the meaning ascribed to such term under "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment".

"Corporation" means Trigon Metals Inc., a corporation existing under the federal laws of Canada.

"Corporate Governance Committee" means the Corporate Governance and Nominating Committee of the Corporation.

"Court" means the Ontario Superior Court of Justice (Commercial List).

"CRA" means the Canada Revenue Agency.

"Demand for Payment" has the meaning ascribed to such term under "Rights of Dissenting Shareholders".

"Dissent Procedures" means the rules pertaining to the exercise of Dissent Rights as set forth in Section 190 of the CBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order.

"Dissenting Non-Resident Holder" has the meaning ascribed to such term under "Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Dividends on Trigon Shares".

"Dissenting Resident Holder" has the meaning ascribed to such term under "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Minimum Tax".

"Dissent Rights" means the right of a Registered Holder as at the Record Date to dissent from the Arrangement Resolution pursuant to, and in the manner set forth in, Section 190 of the CBCA, as the same may be modified by the Interim Order and the Final Order and to be paid the fair value of the Trigon Shares in respect of which the Registered Holder has validly exercised dissent rights.

"Dissenting Share" means a Trigon Share that is outstanding after a Dissenting Shareholder has exercised his, her or its Dissent Rights.

"Dissenting Shareholder" means a Registered Holder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights in respect of the Arrangement Resolution in strict compliance with the Dissent Procedures and whose Dissent Rights remain valid immediately prior to the Effective Time, but only in respect of the Trigon Shares in respect of which Dissent Rights are validly exercised by such Registered Holder.

"DRS" means Direct Registration System.

"Effective Date" means the date of certification of the Articles of Arrangement by the CBCA Director in accordance with Section 192(8) of the CBCA.

"Effective Time" means 12:01 a.m. (Toronto time) on the Effective Date or such other time on the Effective Date as agreed to in writing by Trigon and Spinco.

"Executive Management" means executive officers and other members of senior management of the Corporation.

"Fairness Opinion" means the opinion delivered by Beacon Securities Limited to the Board, a full copy of which is attached as Schedule "L".

"Final Order" means the final order of the Court, after being informed of the intention to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to the New Trigon Shares and Spinco Common Shares issued pursuant to the Arrangement, approving the Arrangement, as such order may be amended by the Court at any time prior to the Effective Date.

"Holder" has the meaning ascribed to such term under "Certain Canadian Federal Income Tax Considerations".

"IFRS" means International Financial Reporting Standards as adopted by the International Accounting Standards Board or a successor entity, as amended from time to time.

"Interim Order" means the interim order of the Court, after being informed of the intention to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to the New Trigon Shares and Spinco Common Shares issued pursuant to the Arrangement, containing declarations and directions in connection with the Arrangement and the holding of the Meeting, as such order may be affirmed, amended or modified by any court of competent jurisdiction.

"Intermediary" means banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans, among others, that the Non-Registered Holder deals with in respect of their Trigon Shares.

"MAD" means the Moroccan Dirham currency.

"MD&A" means management's discussion and analysis of financial statements.

"Meeting" means the annual general and special meeting of Trigon Shareholders, including any adjournment or postponement thereof, held in accordance with the Interim Order to consider, among other things, the Arrangement Resolution.

"Named Executive Officer" or "NEO" with respect to Trigon or Spinco, means the following persons: (i) the chief executive officer; (ii) the chief financial officer; (iii) the most highly compensated executive officer other than the chief executive officer and the chief financial officer at the end of the most recently completed fiscal period or year, as applicable, whose total compensation was more than \$150,000 for that financial period or year; and (iv) each individual who would be a Named Executive Officer in subparagraph (iii) above, but for the fact that the individual was not an executive officer of Trigon or Spinco, respectively, and was not acting in a similar capacity, at the end of the relevant financial period or year, as applicable.

"New Trigon Share" means the newly created common shares in the capital of Trigon issued in connection with the Arrangement.

"Nominees" means the persons nominated for election as directors of the Corporation.

"Non-Registered Holder" has the meaning ascribed to such term under "Non-Registered Trigon Shareholders".

"Non-Resident Holders" has the meaning ascribed to such term under "Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada".

"Notice of Dissent" has the meaning ascribed to such term under "Rights of Dissenting Shareholders".

"Notice of Meeting" means the notice of special meeting of the Trigon Shareholders in respect of the Meeting.

"Offer to Pay" has the meaning ascribed to such term under "Rights of Dissenting Shareholders".

"person" means and includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, a trustee, executor, administrator or other legal representative and the Crown or any agency or instrumentality thereof.

"Plan of Arrangement" means the plan of arrangement attached as Exhibit A to the Arrangement Agreement, as the same may be amended from time to time.

"Pre-Arrangement Steps" means the steps prior to the Arrangement that shall be completed by Trigon and Spinco, including the Spinco Class A Share Split, the Shares for Debt Transaction, and the Concurrent Financing.

"RDSP" has the meaning ascribed to such term under "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment".

"Record Date" means March 4, 2024, being the record date with respect to voting at the Meeting.

"Registered Holder" has the meaning ascribed to such term under "Non-Registered Trigon Shareholders".

"Registered Plans" has the meaning ascribed to such term under "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment".

"Resident Holders" has the meaning ascribed to such term under "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada".

"RESP" has the meaning ascribed to such term under "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment".

"RRIF" has the meaning ascribed to such term under "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment".

"RRSP" has the meaning ascribed to such term under "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment".

"Securities Legislation" collectively or as the context requires, means the securities legislation of the provinces and territories of Canada, the U.S. Securities Act, and any applicable state laws, each as now enacted or as amended, and the applicable rules, regulations, rulings, orders, instruments and forms made or promulgated under such statutes, as well as the rules, regulations, by-laws and policies of the TSXV or another recognized Canadian stock exchange.

"Securityholder" means a holder of Trigon Shares, Trigon Options or Trigon Warrants.

"SEDAR+" means the System for Electronic Data Analysis and Retrieval +, which can be accessed online at www.sedarplus.ca.

"Share Consolidation" has the meaning ascribed to such term under "Approval of the Share Consolidation".

"Shares for Debt Transaction" means the issuance of Spinco Common Shares by Spinco in full satisfaction of debts owed by Spinco to Mohammed Benharref and Ali Mlali in connection with the purchase of the Silver Hill Project.

"Silver Hill Project" or "Project" means the Silver Hill Copper and Silver Project, Morocco.

"Silver Hill Technical Report" means the technical report prepared by Fanie Müller, Pr.Eng, B.Eng (Mining), M.Eng (Proj. Man.), MMC, titled "NI 43-101 Technical Report On The Silver Hill Exploration Project, Morocco For Trigon Metals Inc." with an effective date of September 24, 2020.

"Spinco" means Safi Silver Corp., a corporation existing under the provincial laws of Ontario.

"Spinco Audit Committee" means the audit committee appointed by Spinco.

"Spinco Board" means the board of directors of Spinco as constituted from time to time.

"Spinco Class A Share" means Class A common shares in the capital of Spinco.

"Spinco Class A Share Split" means the split by Spinco of the Spinco Class A Shares into such number of Spinco Class A Shares as required to effect the Arrangement.

"Spinco Common Share" means common shares in the capital of Spinco.

"Spinco Shareholders" means the holders of Spinco Common Shares.

"Spinco Subscription Receipts" means the subscription receipts of Spinco to be issued pursuant to the Concurrent Financing, with each Spinco Subscription Receipt entitling the holder thereof to automatically receive, upon completion of the Arrangement, one Spinco Common Share or one unit comprised of Spinco Common Shares and warrants.

"Stock Exchange Listing" means the listing of the Spinco Common Shares on a recognized Canadian stock exchange.

"Stock Option Plan" means the existing stock option plan of Trigon, to be re-approved by the Trigon Shareholders at the Meeting.

"Tax Act" means the Income Tax Act (Canada) and the regulations made thereunder, as promulgated or amended from time to time.

"Tax Proposals" has the meaning ascribed to such term under "Certain Canadian Federal Income Tax Considerations".

"Technomine" means Technomine Africa S.A.R.L., a corporation existing under the laws of Morocco.

"TFSA" has the meaning ascribed to such term under "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment".

"Trigon" means Trigon Metals Inc., a corporation existing under the federal laws of Canada.

"Trigon Class A Common Shares" means the shares of Trigon resulting from the alteration of Trigon's authorized share capital and Articles by the renaming and redesignation of all the issued and unissued Trigon Shares in accordance with the Plan of Arrangement.

"Trigon Options" means the options of Trigon, each entitling the holder to acquire one Trigon Share at the applicable exercise price.

"Trigon Replacement Option" means an option to acquire a New Trigon Share to be issued by Trigon to a holder of a Trigon Option pursuant to the Plan of Arrangement.

"Trigon Shares" or "Common Shares" means the issued and outstanding common shares of Trigon and, following the renaming and redesignation of such common shares as Class A Common Shares in accordance with the Plan of Arrangement, means the Trigon Class A Common Shares.

"Trigon Shareholder" means the holder of Trigon Shares and the New Trigon Shares, as the case may be.

"Trigon Warrants" means the share purchase warrants of Trigon exercisable to acquire Trigon Shares that are outstanding immediately prior to the Effective Time.

"TSXV" or the "Exchange" means the TSX Venture Exchange.

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder.

SUMMARY

This summary is qualified in its entirety by the more detailed information appearing elsewhere in this Circular, including the Schedules which are incorporated into and form part of this Circular. Terms with initial capital letters in this summary are defined in the Glossary of Terms immediately preceding this summary.

The Meeting

The Meeting will be held at the offices of the Corporation's legal counsel, Miller Thomson LLP, 40 King Street West, Suite 5800, Toronto, Ontario, M5H 3S1, on April 9, 2024 at 10:00 a.m. (Toronto time).

Record Date

Only Trigon Shareholders of record at the close of business on March 4, 2024 will be entitled to receive notice of and vote at the Meeting, or any adjournment or postponement thereof.

Purpose of the Meeting

At the Meeting, Trigon Shareholders will be voting on regular annual general meeting items, including the election of directors of Trigon and the appointment of auditors of Trigon. In addition, the Trigon Shareholders will be asked to consider and, if deemed advisable, to pass, resolutions approving the Stock Option Plan, the consolidation of Trigon Shares, and the Arrangement Resolution approving a statutory plan of arrangement. The full text of the Arrangement Resolution is set out in Schedule "A" to this Circular. In order to implement the Arrangement, the Arrangement Resolution must be approved, with or without amendment, by at least two-thirds of the votes cast in respect of the Arrangement Resolution by Trigon Shareholders, in person or represented by proxy at the Meeting. See "The Arrangement – Approval of the Arrangement Resolution".

The Arrangement

The disclosure of the principal features of the Arrangement, as summarized below and as disclosed in more detail elsewhere in this Circular, is qualified in its entirety by reference to the full text of the Arrangement Agreement, which has been filed by Trigon under its profile on SEDAR+ at www.sedarplus.ca, and the Plan of Arrangement, which is attached to this Circular as Schedule "B".

The principal business of Trigon has been focused on copper and silver production and exploration in minefriendly African jurisdictions. Trigon will continue this business; however, the purpose of the Arrangement is to allow Trigon to spin out all of its Moroccan assets, including the Silver Hill Project, with the intent to unlock the value thereof, as well as to pursue other potential business opportunities. The creation of two separate companies dedicated to the pursuit of their respective businesses will provide Trigon Shareholders with diversification and potential for increased liquidity for their investment portfolios, as they will hold a direct interest in two companies, each of which is focused on different mineral exploration and production assets.

Pursuant to the Plan of Arrangement, there will be a reorganization of the capital of Trigon which includes the exchange of Trigon Shares by Trigon Shareholders for New Trigon Shares and Spinco Common Shares held by Trigon. Immediately following completion of the Plan of Arrangement, Trigon Shareholders who received Spinco Common Shares will continue to hold an interest in each part of the current business of Trigon through the continued ownership of their New Trigon Shares and the ownership of Spinco Common Shares distributed to them. Trigon Shareholders should refer to Schedule "F" for detailed information about Spinco post-Arrangement and Schedule "I" for pro forma financial statements of Spinco.

The Arrangement Agreement

The Arrangement Agreement provides for, among other things, (a) certain changes to the charter documents of Trigon and (b) certain exchanges of securities pursuant to the Arrangement resulting in Trigon Shareholders being entitled to receive one new common share of Trigon (a "New Trigon Share") and 0.5 of one common share of Spinco (a "Spinco Common Share") for each (post-consolidation) Trigon Share held, if the Arrangement becomes effective.

Pursuant to the Arrangement Agreement, prior to the commencement of the Plan of Arrangement, Trigon and Spinco shall complete the following steps (collectively, the "Pre-Arrangement Steps"):

(a) split by Spinco of the Spinco Class A Shares into such number of Spinco Class A Shares as required to effect the Arrangement (the "Spinco Class A Share Split");
(b) issuance of Spinco Common Shares by Spinco in full satisfaction of debts owed by Spinco to Mohammed Benharref and Ali Mlali in connection with the purchase of the Silver Hill Project (the "Shares for Debt Transaction"); and
(c) issuance by Spinco of Spinco Common Shares or subscription receipts (the "Spinco Subscription Receipts") for minimum gross proceeds of \$2,000,000 and maximum gross proceeds of \$5,000,000.

Under the Plan of Arrangement, on the Effective Date, the following will occur and be deemed to occur in the following chronological order (unless explicitly stated otherwise) without further act or formality, notwithstanding anything contained in the provisions attaching to any of the parties, but subject to the provisions of Article 7 of the Plan of Arrangement:

(a) each issued and outstanding Spinco Class A Share shall be surrendered and transferred by Trigon (free and clear of any Encumbrances) in exchange for, as the sole consideration therefor, one Spinco Common Share on a one-for-one basis in accordance with the Arrangement Agreement;
(b) each Trigon Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a "Dissenting Share") will be directly transferred and assigned by such Dissenting Shareholder to Trigon, without any further act or formality and free and clear of any Encumbrance, and:
(i) such Trigon Share will be cancelled and cease to be outstanding;
(ii) such Dissenting Shareholder's name shall be removed from the register of holders of Trigon Shares maintained by or on behalf of Trigon as it relates to the Dissenting Shares so transferred; and
(iii) such Dissenting Shareholder will cease to have any rights as a Trigon Shareholder other than the right to be paid the fair value for his, her or its Trigon Shares by Trigon in accordance with Article 5 of the Plan of Arrangement;
(c) Trigon shall undertake a reorganization of capital within the meaning of Section 86 of the Tax Act as follows, with the steps occurring in the following order:
(i) the authorized share capital and articles of Trigon will be amended by:
- (A) renaming and redesignating all of the issued and unissued Trigon Shares as "Class A common shares without par value" (the "Trigon Class A Common Shares") and amending the special rights and restrictions attached to the Trigon Class A Common Shares to provide the holders thereof with two votes for each Trigon Class A Common Shares held at all meetings of shareholders of Trigon (except meetings at which only holders of a specified class of shares are entitled to vote), and, concurrently therewith, outside of and not as part of this Plan of Arrangement, the Trigon Class A Common Shares will be represented for listing purposes on the TSXV by the continued listing of the Trigon Shares; and
(B) creating a new class of shares consisting of an unlimited number of "common shares without par value" (the "New Trigon Shares") which shares shall be unlimited in number and have special rights and restrictions identical to those of the Trigon Shares immediately prior to giving effect to Section 3.1(c)(i)(A) hereof;
(ii) each issued and outstanding Trigon Class A Common Share outstanding immediately following giving effect to Section 3.1(c)(i)(A) shall be surrendered and transferred by the holder thereof to Trigon (free and clear of any Encumbrances) in exchange for, as the sole consideration therefor:
(A) one New Trigon Share; and
(B) 0.5 Spinco Common Shares held by Trigon (other than any Spinco Common Shares set aside pursuant to Section 5.3 and subject to Section 3.8),

and:

(C) the holders of Trigon Class A Common Shares will be removed from the register of holders of Trigon Class A Common Shares and will be added to the register of holders of New Trigon Shares as the holders of the number of New Trigon Shares that they have received on the exchange set forth pursuant to Section 3.1(c)(ii)(A);
(D) the Spinco Common Shares transferred to the former holders of Trigon Class A Common Shares pursuant to Section 3.1(c)(ii)(B) will be registered in the name of such former holders;
(E) Trigon shall cease to be a holder of the Spinco Common Shares transferred to the former holders of Trigon Class A Common Shares pursuant to Section 3.1(c)(ii)(B) and shall be removed in respect of such Spinco Common Shares from the register of holders of Spinco Common Shares maintained by or on behalf of Spinco; and
(F) concurrently with the exchange in Section 3.1(c)(ii), the stated capital account maintained in respect of the Trigon Class A Common Shares shall be reduced to nil and there shall be added to the stated capital account of the New Trigon Shares issued pursuant to Section 3.1(c)(ii) the amount by which (A) the amount of the reduction of the stated capital account of the Trigon Class A Common Shares pursuant to this Section 3.1(c)(ii)(F) exceeds (B) the fair market value, at the Effective Time, of the Spinco Common Shares distributed pursuant to Section 3.1(c)(ii) to the former holders of Trigon Class A Common Shares.

For greater certainty, the exchange of Trigon Class A Common Shares for New Trigon Shares and Spinco Common Shares pursuant to Section 3.1(c)(ii) is intended to be governed by Section 86 of the Tax Act; and

(iii) the Trigon Class A Common Shares, none of which will be issued or outstanding once the exchange in Section 3.1(c)(ii)(A) above is completed, will be cancelled and the appropriate entries made in the register of holders of Trigon Class A Common Shares and the authorized share structure and articles of Trigon will be amended by eliminating the Trigon Class A Common Shares;
(d) each Trigon Option outstanding immediately prior to this Section 3.1(d) shall be, and shall be deemed to be, simultaneously surrendered and transferred by the holder thereof to Trigon (free and clear of any Encumbrances) and exchanged for, as the sole consideration therefor, one Trigon Replacement Option to acquire one New Trigon Share having an

exercise price equal to the exercise price of the Trigon Option so exchanged immediately before the exchange of such Trigon Option provided that:

(i) the exercise prices for such Trigon Replacement Option shall be further adjusted to the extent required to ensure that the fair market value of the Trigon Replacement Option immediately after the exchange does not exceed the fair market value of the Trigon Option so exchanged immediately before the exchange of such Trigon Option;
(ii) the holder of a Trigon Replacement Option will receive no consideration other than the Trigon Replacement Option in respect of the transfer of the Trigon Option pursuant to this Section 3.1(d); and
(iii) the Trigon Options so transferred to Trigon pursuant to this Section 3.1(d) shall be cancelled.

For greater certainty, it is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Trigon Options and that, in the case of a Trigon Optionee subject to United States federal income taxation, such exchange also satisfy the relevant requirements of Section 409A or 424 of the United States Internal Revenue Code of 1986, as amended, and corresponding United States Treasury Regulations. The parties are authorized to make any amendments or adjustments to the Plan of Arrangement they consider necessary to satisfy subsection 7(1.4) of the Tax Act and Sections 409A and 424 of the Internal Revenue Code; and

(e) in accordance with the terms of the Trigon Warrant Indentures and/or the Trigon Warrant Certificates, as the case may be, each holder of Trigon Warrants outstanding immediately prior to the Effective Time shall receive (and such holder shall accept) upon the exercise of such holder's Trigon Warrants, in lieu of the Trigon Shares to which such holder was theretofore entitled upon such exercise and for the same aggregate consideration payable therefor, the number of New Trigon Shares and Spinco Common Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Trigon Shares to which such holder was theretofore entitled upon exercise of such Trigon Warrants; and such Trigon Warrant shall continue to be governed by and be subject to the terms of the Trigon Warrant Indentures and/or Trigon Warrant Certificates, as the case may be.

Trigon and Spinco have agreed to implement the Arrangement in accordance with the Arrangement Agreement and the Plan of Arrangement. As at the date of this Circular, Trigon has obtained the Interim Order providing for, among other things, the calling and holding of the Meeting. If the Arrangement Resolution is approved at the Meeting, Trigon will apply to the Court for the Final Order. The hearing date for the Final Order is expected to be on or about April 11, 2024. If the Final Order is obtained, subject to the satisfaction or waiver of any conditions contained in the Arrangement Agreement, the Arrangement will become effective in accordance with the Final Order.

Reasons for the Arrangement and Recommendation of Board

After careful consideration, the Board has unanimously determined that the Plan of Arrangement is fair and in the best interests of Trigon and the Trigon Shareholders. Accordingly, the Board unanimously recommends that Trigon Shareholders vote FOR the Arrangement Resolution.

In the course of its evaluation of the Plan of Arrangement, the Board considered a number of factors, including among others, the following:

the financial condition, business and operations of Trigon, on both a historical and prospective basis, and information in respect of Spinco on a pro forma basis;
1. the procedures by which the Arrangement is to be approved, including the requirement for approval of the Arrangement by the Court after a hearing at which the procedural and substantive fairness to securityholders (the "Securityholders") will be considered;
1. the availability of Dissent Rights to Registered Holders with respect to the Arrangement;
1. the assets to be held by each of Trigon and Spinco after completion of the Arrangement and the unrealized value of the Silver Hill Project, and other Moroccan assets, within Trigon;
1. the advantages of segregating the risk profiles of the Moroccan assets, including the Silver Hill Project, and Trigon's other projects;
1. historical information regarding the price of the Trigon Shares;
1. the tax treatment to certain Trigon Shareholders under the Arrangement;
1. Trigon Shareholders will own securities of two publicly-listed companies; and
1. Spinco will be able to concentrate its efforts on developing the Silver Hill Project and Trigon will be able to concentrate its efforts on the advancement of Trigon's other projects.

The following is a summary of the principal reasons for the recommendation of the Board that Trigon Shareholders vote FOR the Arrangement Resolution:

(a) Continued participation by Trigon Shareholders in the Moroccan assets through Spinco. Trigon Shareholders, through their ownership of Spinco Common Shares, will also continue to participate in the Moroccan assets, including the Silver Hill Project. The Trigon Shareholders will hold 100% of the issued Spinco securities upon completion of the Arrangement, other than Spinco securities issued pursuant to the Concurrent Financing and the Shares for Debt Transaction. Spinco will own 100% of the Silver Hill Project and other Moroccan assets, allowing Spinco to pursue development of the Silver Hill Project and other assets in Morocco.
(b) No change to ownership position. The Arrangement does not change the ownership position of the current Trigon Shareholders in Trigon. Each Trigon Shareholder will hold the same number of shares in Trigon post-Arrangement as pre-Arrangement. Each Trigon Shareholder will hold the same pro rata ownership in Spinco as they hold in Trigon (subject to dilution pursuant to the Concurrent Financing and the Shares for Debt Transaction). On completion of the Arrangement, the proportional interest that Trigon Shareholders will own in the assets of Trigon (pre-Arrangement) will remain unchanged (subject to dilution pursuant to the Concurrent Financing and the Shares for Debt Transaction).
(c) Mineral property diversification. The creation of two separate companies dedicated to the pursuit of their respective businesses will provide Trigon Shareholders with diversification and potential for increased liquidity for their investment portfolios, as they will hold a direct interest in two companies, each of which is focused on different mineral exploration assets.
(d) Business opportunities. The Arrangement is expected to provide greater market awareness of Trigon, Spinco, and their respective assets, and offer the companies increased flexibility to utilize and exploit their respective assets, without unnecessary dilution to the other. After the Arrangement, Trigon is expected to more easily access capital from investors who prefer to invest in advanced mineral projects rather than exploration assets, and as such, Trigon and Spinco will have access to a larger pool of investors.
(e) Approval of Trigon Shareholders and the Court are required. The following required approvals protect the rights of Trigon Shareholders: the Arrangement must be approved by at least two-thirds of the votes cast in respect of the Arrangement Resolution by Trigon

Shareholders, present or represented by proxy at the Meeting; and the Arrangement must also be sanctioned by the Court, which will consider the fairness of the Arrangement to Trigon Shareholders.

(f) Fairness Opinion. The Board has received the Fairness Opinion of Beacon Securities Limited ("Beacon") which provides that based upon and subject to the assumptions, qualifications, explanations and limitations contained therein and such other matters Beacon considered relevant, as of February 1, 2024, the Consideration to be received by Trigon Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Trigon Shareholders.

The foregoing discussion summarizes the material information and factors considered by the Board in their consideration of the Plan of Arrangement. The Board collectively reached its unanimous decision with respect to the Plan of Arrangement in light of the factors described above and other factors that each member of the Board felt were appropriate. In view of the wide variety of factors and the quality and amount of information considered, the Board did not find it useful or practicable to, and did not make specific assessments of, quantify, rank or otherwise assign relative weights to the specific factors considered in reaching its determination. Individual members of the Board may have given different weight to different factors.

For further information on the reasons for the Arrangement, see "The Arrangement – Reasons for the Arrangement" in this Circular.

Fairness Opinion

Beacon has provided the Fairness Opinion to the Board in respect of the fairness, from a financial point of view, of the Consideration to be received by Trigon Shareholders pursuant to the Arrangement. Based upon and subject to the assumptions, qualifications, explanations and limitations contained in the Fairness Opinion and such other matters Beacon considered relevant, Beacon is of opinion that, as of February 1, 2024, the Consideration to be received by Trigon Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Trigon Shareholders.

The full text of the Fairness Opinion describes the scope of review, the assumptions made, and other fairness factors considered, and limitations on the review undertaken by Beacon. The Fairness Opinion is attached as Schedule "L" and forms part of this Circular. The Fairness Opinion addresses only the fairness, from a financial point of view, of the Consideration to be received by the Trigon Shareholders pursuant to the Arrangement, as further set forth in the Fairness Opinion, and is not and should not be construed as a valuation of the Corporation or any of its assets or securities. The Fairness Opinion does not address, among other things, the relative merits of the Arrangement as compared to other business strategies or transactions that might be available to Trigon or the underlying business decision of Trigon to proceed with or effect the Arrangement. The Fairness Opinion is not intended to be and does not constitute a recommendation that the Corporation or the Board take, or that any Trigon securityholder vote in favour of or otherwise take, any action in connection with the Arrangement, nor as an opinion concerning the trading price or value of securities of Trigon or Spinco following the announcement, completion or termination of the Arrangement. Beacon believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying the Fairness Opinion. The preparation of a Fairness Opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis. Accordingly, the Fairness Opinion should be read in its entirety.

The Fairness Opinion is attached to this Circular as Schedule "L" and is described under "The Arrangement – Fairness Opinion" in this Circular.

Conditions to Arrangement Becoming Effective

In addition to the information noted immediately below under "Court Approval of the Arrangement" and "Regulatory Approvals", the Arrangement is subject to the satisfaction, on or before the Effective Date, of a number of conditions precedent, certain of which may only be waived in accordance with the Arrangement Agreement. The mutual conditions precedent, among others, are as follows:

(a) the Interim Order will have been granted in form and substance satisfactory to Trigon, and such order will not have been set aside or modified in a manner unacceptable to Trigon, on appeal or otherwise;
(b) the Arrangement Resolution, with or without amendment, will have been approved and adopted by the Trigon Shareholders at the Meeting in accordance with the Arrangement Provisions, the Constating Documents of Trigon, the Interim Order and the requirements of any applicable regulatory authorities;
(c) the Final Order will have been obtained in form and substance satisfactory to each of Trigon and Spinco;
(d) the Pre-Arrangement Steps shall have been completed;
(e) Spinco shall have obtained conditional approval for the Stock Exchange Listing;
(f) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the completion of the transactions provided for in the Arrangement Agreement and the Plan of Arrangement will have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances each in form acceptable to Trigon and Spinco;
(g) there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement;
(h) no law, regulation or policy will have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Arrangement and Plan of Arrangement, including any material change to the income tax laws of Canada, which would reasonably be expected to have a material adverse effect on any of Trigon, the Trigon Shareholders or Spinco if the Arrangement is completed;
(i) notices of dissent pursuant to Article 5 of the Plan of Arrangement will not have been delivered by Trigon Shareholders holding greater than 5% of the outstanding Trigon Shares; and
(j) the Arrangement Agreement will not have been terminated under Article 6 of the Arrangement Agreement.

The foregoing conditions may be waived in accordance with the Arrangement Agreement, if applicable.

Court Approval of the Arrangement

Under the CBCA, Trigon is required to obtain the approval of the Court to the calling and holding of the Meeting and to the Arrangement. On February 14, 2024, prior to mailing the material in respect of the Meeting, Trigon obtained an Interim Order providing for the calling and holding of the Meeting and other procedural matters. A copy of the Interim Order and the Notice of Application are attached as Schedule "C" to this Circular. The Court hearing in respect of the Final Order is scheduled to take place on April 11, 2024, following the Meeting or as soon thereafter as the Court may direct or counsel for Trigon may be heard, before a Judge of the Ontario Superior Court of Justice (Commercial List) via Zoom videoconference, subject to the approval of the Arrangement Resolution at the Meeting. Securityholders of Trigon who

wish to participate in or be represented at the Court hearing should consult with their legal advisors as to the necessary requirements.

At the Court hearing, any Securityholder who wishes to participate or to be represented or to present evidence or argument may do so, subject to the rules of the Court. Although the authority of the Court is very broad, the Court will consider, among other things, the procedural and substantive fairness and reasonableness of the terms and conditions of the Arrangement and the rights and interests of every person affected. The Court may approve the Arrangement as proposed or as amended in any manner as the Court may direct. The Court's approval is required for the Arrangement to become effective. In addition, it is a condition of the Arrangement that the Court will have determined, prior to approving the Final Order, that the terms and conditions of the issuance of securities comprising the Arrangement are procedurally and substantively fair to the Trigon Shareholders.

Under the terms of the Interim Order, each Trigon Shareholder will have the right to appear and make submissions at the application for the Final Order. Any person desiring to appear at the hearing of the application for the Final Order is required to indicate his, her or its intention to appear by filing with the Court and serving Trigon, at the address set out below, not less than five days before the date of the hearing of the application for the Final Order, a Notice of Appearance, including his, her or its address for service, together with all materials on which he, she or it intends to rely at the application. The Notice of Appearance and supporting materials must be delivered, within the time specified, to Trigon at the following address:

Trigon Metals Inc.

c/o Miller Thomson LLP Scotia Plaza 40 King Street West, Suite 5800 Toronto, Ontario, M5H 3S1

Attention: Mack Hosseinian ([email protected]) and Connor Broude ([email protected])

The New Trigon Shares and Spinco Common Shares to be received by Trigon Shareholders pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and will be issued and distributed, respectively, in reliance upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act and exemptions provided under the securities laws of each state of the United States in which Trigon Shareholders reside. Section 3(a)(10) of the U.S. Securities Act exempts from the general registration requirements under the U.S. Securities Act, securities issued in exchange for one or more bona fide outstanding securities, or partly in such exchange and partly for cash, where the terms and conditions of the issuance and exchange are approved by a court of competent jurisdiction that is expressly authorized by law to grant such approval, after a hearing upon the fairness of such terms and conditions of such issuance and exchange at which all persons to whom the securities will be issued in such exchange have the right to appear and receive timely notice thereof.

The Final Order, if granted, will constitute the basis for an exemption from the registration requirements of the U.S. Securities Act, pursuant to the Section 3(a)(10) Exemption, with respect to the issuance of New Trigon Shares and Spinco Common Shares pursuant to the Arrangement upon completion of the Arrangement. The Court has been informed of this effect of the Final Order.

Regulatory Approvals

The Trigon Shares are listed and posted for trading on the TSXV. Approval from the TSXV for listing of the New Trigon Shares is required for the completion of the Arrangement. Additionally, it is a condition of the Arrangement that Spinco shall have obtained conditional approval for the Stock Exchange Listing.

Spinco intends to seek a listing of the Spinco Common Shares on a recognized stock exchange in Canada. There can be no assurances that Spinco will be able to attain a listing on any stock exchange. Any listing will be subject to Spinco meeting initial listing requirements of such recognized Canadian stock exchange. If, for any reason, the Arrangement is not completed or its completion is materially delayed and/or the Arrangement Agreement is terminated, the market price of the Trigon Shares may be materially adversely affected.

The disclosure in this Circular has not been reviewed by the TSXV or any other stock exchange.

See "The Arrangement – Regulatory Approvals" in this Circular.

Concurrent Financing

In connection with the Arrangement, Spinco intends to complete a concurrent financing (the "Concurrent Financing") pursuant to which Spinco shall issue between 8,000,000 and 20,000,000 Spinco Subscription Receipts, with each Spinco Subscription Receipt entitling the holder thereof to automatically receive, upon completion of the Arrangement, one Spinco Common Share or one unit comprised of Spinco Common Shares and warrants. It is anticipated that each Spinco Subscription Receipt will be offered at \$0.25, for minimum gross proceeds of \$2,000,000 and maximum gross proceeds of \$5,000,000, provided that the final terms of the Concurrent Financing (including the Offering Price per Spinco Subscription Receipt) will be determined in the context of the market.

See "Schedule "F" – Information Concerning Spinco" for further information.

Dissent Rights

A Trigon Shareholder has the right to dissent in respect of the Arrangement and to be paid the fair value for its Trigon Shares by Trigon, however dissent rights procedures must be strictly followed. See the description under "Rights of Dissenting Shareholders", the relevant sections of the Interim Order found at Schedule "C" to this Circular, and the relevant sections of the CBCA which have been reproduced in Schedule "D" to this Circular.

See "The Arrangement – Rights of Dissenting Shareholders" in this Circular.

Income Tax Considerations

Summary of Certain Canadian Income Tax Considerations

For a summary of the principal Canadian federal income tax considerations generally applicable under the Tax Act to Trigon Shareholders in connection with the Arrangement, see "Certain Canadian Federal Income Tax Considerations" of this Circular.

The summary at "Certain Canadian Federal Income Tax Considerations" of this Circular is not intended to be legal or tax advice to any particular Trigon Shareholder. Accordingly, Trigon Shareholders are urged to consult their own tax advisors with respect to their particular circumstances

United States Tax Law Matters

Each U.S. Holder of Trigon Shares should consult its own tax advisor as to the particular tax consequences to it of the receipt of Spinco Common Shares and New Trigon Shares pursuant to the Arrangement and the ownership and disposition of the Spinco Common Shares and New Trigon Shares received, including the effects of applicable U.S. federal, state and local tax laws and non-U.S. tax laws and possible changes in tax laws.

Regulatory Law Matters and Securities Law Matters

The following disclosure is provided as general information only. Each Trigon Shareholder should consult his, her or its own professional advisors to determine the conditions and restrictions applicable to trades in the New Trigon Shares and Spinco Common Shares.

The issuance pursuant to the Arrangement of the New Trigon Shares and the Spinco Common Shares, as well as all other issuances, trades and exchanges of securities under the Arrangement, will be made pursuant to exemptions from the registration and prospectus requirements contained in applicable Canadian provincial Securities Legislation or, where required, exemption orders or rulings from various securities regulatory authorities in the provinces and territories of Canada where Trigon Shareholders are resident. Trigon is currently a "reporting issuer" under the applicable Securities Legislation in the provinces of British Columbia, Alberta, and Ontario. Under National Instrument 45-102 – Resale of Securities (and if required, orders and rulings from various securities regulatory authorities in the provinces and territories of Canada where Trigon Shareholders are resident), the New Trigon Shares and Spinco Common Shares distributed to Trigon Shareholders may be resold in each of the provinces and territories of Canada provided the holder is not a "control person" as defined in the applicable Securities Legislation, no unusual effort is made to prepare the market or create a demand for those securities and no extraordinary commission or consideration is paid in respect of that sale. Resales of New Trigon Shares and Spinco Common Shares will, however, be subject to resale restrictions where the sale is made from the holdings of any Person or combination of Persons holding a sufficient number of New Trigon Shares or Spinco Common Shares, as the case may be, to affect materially the control of Trigon or Spinco, respectively.

See "The Arrangement – Regulatory Law Matters and Securities Law Matters" for a summary of Canadian and United States securities laws applicable to the Arrangement.

Risk Factors

Trigon Shareholders should carefully consider the risk factors relating to the Arrangement. Some of these risks include, but are not limited to: (i) the Arrangement Agreement may be terminated in certain circumstances; (ii) there can be no certainty that all conditions precedent to the Arrangement will be satisfied; (iii) Trigon will incur costs even if the Arrangement is not completed; (iv) the market price for New Trigon Shares and Spinco Common Shares (if the Spinco Common Shares are listed) may decline; (v) there is no guarantee that the Spinco Common Shares will be listed on a stock exchange, or that a market for such shares will develop; (vi) there is no assurance that the Arrangement can be completed as proposed or without Trigon Shareholders exercising their Dissent Rights in respect of a substantial number of Trigon Shares; (vii) the issuance of New Trigon Shares under the Arrangement and their subsequent sale may cause the market price of New Trigon Shares to decline from current or anticipated levels; (viii) there is no assurance that Spinco will complete the Concurrent Financing on those terms and conditions contemplated by Management (including the approximate gross proceeds anticipated by Management), described elsewhere in this Circular; and (ix) the Arrangement may give rise to significant adverse tax consequences to Trigon Shareholders.

For more information see "The Arrangement – Risks Associated with the Arrangement". Additional risks and uncertainties, including those currently unknown or considered immaterial by Trigon, may also adversely affect the Trigon Shares, the Spinco Common Shares, and/or the businesses of Trigon and Spinco following the Arrangement. Trigon Shareholders should also carefully consider the risk factors associated with the businesses of Trigon and Spinco included in this Circular, including the documents incorporated by reference herein.

MANAGEMENT INFORMATION CIRCULAR

ABOUT THE SHAREHOLDER MEETING March 11, 2024

Solicitation of Proxies

You have received this management information circular (the "Circular") because you owned common shares (the "Common Shares" or "Trigon Shares") of Trigon Metals Inc. ("Trigon" or the "Corporation") as of March 4, 2024. You are, therefore, entitled to vote at the annual and special meeting (the "Meeting") of common shareholders (the "Trigon Shareholders") to be held on April 9, 2024 at 10:00 a.m. (Toronto time) at the offices of the Corporation's legal counsel, Miller Thomson LLP, 40 King Street West, Suite 5800, Toronto, Ontario, M5H 3S1 for the purposes set forth in the accompanying Notice of Meeting and at any postponement(s) or adjournment(s) thereof.

The Board of Directors (the "Board") of the Corporation has set the record date for the Meeting as March 4, 2024 (the "Record Date").

Management is soliciting your proxy for the Meeting. The Board has fixed 10:00 a.m. (Toronto time) on April 5, 2024 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. It is expected that the solicitation will be primarily by mail. Proxies may also be solicited personally by directors, officers or employees of Trigon. Costs of the solicitation of proxies for the Meeting will be borne by the Corporation. In addition to the use of mail, proxies may be solicited by personal interviews, personal delivery, telephone or any form of electronic communication or by directors, officers and employees of Trigon at nominal cost.

Appointment and Revocation of Proxies

The individuals named in the accompanying form of proxy are directors and officers of the Corporation. A Trigon Shareholder wishing to appoint some other person (who need not be a Trigon Shareholder) to represent him, her or it at the Meeting has the right to do so by inserting the desired person's name in the blank space provided in the form of proxy or by completing another form of proxy. A Trigon Shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof, must, in all cases, deposit the completed proxy with the Corporation's registrar and transfer agent, TSX Trust Company, at the following address: 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1 not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the Meeting or any adjournment thereof, or deliver it to the Chairman of the Meeting prior to the commencement of the Meeting.

A Trigon Shareholder who has given a proxy may revoke it by an instrument in writing executed by the Trigon Shareholder or by his, her or its attorney authorized in writing or, where the Trigon Shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered to the Corporation's registrar and transfer agent, TSX Trust Company, by fax via (416) 595-9593 or at the following address: 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, or if adjourned, any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or, if adjourned, any reconvening thereof or in any other manner provided by law. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.

Exercise of Discretion by Proxies

The shares represented by proxies in favour of management nominees will be voted or withheld from voting in accordance with the instructions of the Trigon Shareholder on any ballot that may be called for and, if a Trigon Shareholder specifies a choice with respect to any matter to be acted upon at the Meeting, the shares represented by the proxy shall be voted accordingly. Where no choice is specified, the proxy will confer discretionary authority and will be voted:

· for the nominated directors;
· for the appointment of the auditors;
· for the re-approval of the Stock Option Plan (as defined below);
· for the approval of the Share Consolidation (as defined below); and
· for the approval of the Arrangement (as defined below).

The enclosed form of proxy also confers discretionary authority upon the persons named therein to vote with respect to any amendments or variations to the matters identified in the Notice of Meeting accompanying this Circular and with respect to other matters which may properly come before the Meeting in such manner as such nominee in his, her or its judgment may determine. At the time of printing this Circular, the management of the Corporation knows of no such amendments, variations or other matters to come before the Meeting.

Non-Registered Trigon Shareholders

Only registered holders of Common Shares (the "Registered Holders") or the persons they appoint as their proxies are permitted to vote at the Meeting. However, in many cases, Common Shares beneficially owned by a person (a "Non-Registered Holder") are registered either: (i) in the name of an intermediary (an "Intermediary") with whom the Non-Registered Holder deals in respect of the Common Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans) or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant. In accordance with the requirements of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), the Corporation will have distributed copies of this Circular and the accompanying Notice of Meeting and form of proxy (collectively, the "Meeting Materials") to the clearing agencies and Intermediaries for onward distribution to certain Non-Registered Holders.

Intermediaries are required to forward the Meeting Materials, to such Non-Registered Holders and the Non-Registered Holders will be given, in substitution for the proxy otherwise provided with the Meeting Materials, a request for voting instructions (the "voting instructions form") which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary, will constitute voting instructions which the Intermediary must follow. The purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Common Shares they beneficially own.

Should a Non-Registered Holder who receives the voting instructions form or other proxy wish to vote at the Meeting in person (or have another person attend and vote on behalf of the Non-Registered Holder), the Non-Registered Holder should so indicate in the place provided for that purpose on such document. Where applicable, a form of legal proxy will be sent to the Non-Registered Holder. In any event, Non-Registered Holders should carefully follow the instructions set out in the voting instructions form or other proxy.

The Meeting Materials are being sent to both registered owners of Common Shares and Non-Registered Holders. If you are a Non-Registered Holder, and the Corporation or its agent has sent these materials directly to you, your name and address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding Common Shares on your behalf.

The Corporation may pay the normal costs incurred by Intermediaries in sending or delivering copies of the Meeting Materials, as well as Form 54-101F7, to Non-Registered Holders (including "objecting beneficial owners"). The Corporation will provide, without cost to such persons, upon request to the Secretary of the Corporation, additional copies of the foregoing documents required for this purpose.

Voting Securities and Principal Holders

The authorized capital of the Corporation consists of an unlimited number of Common Shares. As of the Record Date, the Corporation has 204,273,600 Common 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 2176423 Ontario Ltd. who owns 32,548,332 Trigon Shares, totalling 15.93% of the outstanding Trigon Shares as at the Record Date. 2176423 Ontario Ltd. holds 857,500 Trigon Warrants as at the Record Date. On a fully diluted basis, 2176423 Ontario Ltd. would hold 13.02% of the outstanding Trigon Shares, based on 204,273,600 Trigon Shares, 43,405,621 Trigon Warrants and 8,870,000 Trigon Options outstanding as at the Record Date. Eric Sprott is a principal securityholder of 2176423 Ontario Ltd.

Letter of Transmittal

If you are a registered Trigon Shareholder, you are encouraged to complete and return the enclosed Letter of Transmittal together with the certificate(s) or DRS statements representing your Common Shares and any other required documents and instruments, to the depositary, TSX Trust Company (at its principal offices in Toronto), in accordance with the instructions set out in the Letter of Transmittal so that if the Arrangement is approved, the consideration for your Trigon Shares can be sent to you as soon as reasonably practicable following the Arrangement becoming effective. The Letter of Transmittal contains other procedural information related to the Arrangement and should be reviewed carefully.

If you hold your Trigon Shares through a broker or other person, please contact that broker or other person for instructions and assistance in receiving the New Trigon Shares and Spinco Common Shares in exchange for your Trigon Shares upon completion of the Arrangement.

The attached Notice and Circular contain a detailed description of the Arrangement and include certain other information to assist you in considering the matters to be voted upon. You are urged to carefully consider all of the information in the accompanying Circular including the documents incorporated by reference therein. If you require assistance, you should consult your financial, legal, or other professional advisors.

PARTICULARS OF MATTERS TO BE ACTED UPON

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 commencement of the Corporation's last completed financial year 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 audited consolidated financial statements for the financial year ended March 31, 2023 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 consolidated interim financial statements for the nine-month period ended December 31, 2023 and related management's discussion and analysis will be presented to Trigon Shareholders for review at the Meeting and are available to Trigon Shareholders on Trigon's profile on SEDAR+ at www.sedarplus.ca. No vote by the Trigon Shareholders is required with respect to this matter.

Election of Directors

The Corporation has nominated seven persons (the "Nominees") for election as directors of the Corporation, who will hold office until the next annual meeting of Trigon Shareholders or until his or her successor is elected or appointed. Trigon 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 seven nominated directors is profiled below, including his or her background and experience, share ownership in the capital of Trigon, and other public company directorships.

JED RICHARDSON
ONTARIO, CANADA	DIRECTOR SINCE SEPTEMBER 2018

Mr. Richardson is the Chief Executive Officer and Executive Chairman 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:	5,671,980
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 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:	704,000 Nil
Other Public Company Boards:
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.
DR. DAVID SHAW BRITISH COLUMBIA, CANADA	DIRECTOR SINCE OCTOBER 2019

Dr. 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: Other Public Company Boards:	70,000 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 is also the President and CEO of Equus Energy Advisors Inc. since 2011, a consulting firm specializing in the full spectrum of corporate turnarounds. In addition, he is now Past Chairman of Children Believe, an international NGO based in Canada. Over time, Mr. Ollivier has been the President and CEO of 3 energy companies, and has sat on numerous for-profit and not not-for-profit boards and committees. He graduated from The University of Calgary with a Bachelor of Commerce degree as well as a Master of Economics degree, and he is also a Chartered Professional Accountant (CPA) and Chartered Financial Analyst (CFA).

Shareholdings:	50,000
Other Public Company Boards:	Nil

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

GRANT SBOROS

GREECE DIRECTOR SINCE NOVEMBER 2023

Mr. Sboros is the Chief Executive Officer of Euro Sun Mining Inc. He previously worked as the Chief Financial Officer of Katanga Mining Limited from 2017 to 2019. From 2013 to 2017, he was DCFO of Mopani Copper Mines PLC. From 2007 until 2013, Grant was Head of Auditing as a Deloitte partner in Mozambique. He is a Chartered Accountant and holds a Honors degree in Accounting Science from the University of South Africa. Mr. Sboros has extensive mining experience in Africa in both operations and finance.

Shareholdings:	Nil
Other Public Company Boards:	Euro Sun Mining Inc.

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 10 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 of the Corporation 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 10 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 as auditors of the Corporation until the close of the next annual meeting of Trigon Shareholders and to authorize the directors to fix their remuneration. McGovern Hurley LLP 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, 2022 and March 31, 2023.

Service	2022	2023
Audit Fees	\$45,900	\$107,440
Audit-Related Fees
Tax Fees	5,800	9,630
Other Fees
Total:	\$51,700	\$117,070

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 (the "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 Trigon Shareholders at its last annual and special meeting of Trigon Shareholders on December 7, 2022. A copy of the Stock Option Plan is attached as Schedule "M" 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 "TSXV" or 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 Record Date, there is an aggregate of 8,870,000 stock options outstanding under the Stock Option Plan, which represents approximately 4.34% 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 Trigon 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 Trigon Shareholders to any stock option plan that is a "rolling" plan yearly at the Corporation's annual meeting of Trigon Shareholders. Accordingly, at the Meeting, Trigon Shareholders will be asked to approve the following ordinary resolution approving the Stock Option Plan:

"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 March 11, 2024 is hereby approved; and
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."

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

Approval of the Share Consolidation

Trigon Shareholders are being asked to consider and, if thought advisable, to approve the special resolution set out herein (the "Consolidation Resolution") authorizing an amendment to the Corporation's articles to consolidate its issued and outstanding Trigon Shares (the "Share Consolidation") on the basis of one post-consolidation Trigon Share for each five pre-consolidation Trigon Shares (the "Consolidation Ratio"). Subject to the approval of the TSXV, approval of the Consolidation Resolution by Trigon Shareholders would give the Board the authority to implement the Share Consolidation, in its sole discretion, at any time within one year of the date of Trigon Shareholder approval of the Consolidation Resolution. The full text of the Consolidation Resolution approving the proposed Share Consolidation is set out below.

Although Trigon Shareholder approval for the Share Consolidation is being sought at the Meeting, the Share Consolidation would become effective at a date in the future, if and when the Board considers it to be in the best interest of the Corporation to implement the Share Consolidation. Notwithstanding the approval of the proposed Share Consolidation by Trigon Shareholders, the Board, in its sole discretion, may revoke the Consolidation Resolution and abandon the Share Consolidation without further approval by or prior notice to Trigon Shareholders.

The Board believes that it is in the best interests of the Corporation to be in a position to reduce the number of outstanding Trigon Shares by way of the Share Consolidation. The potential benefits of the Share Consolidation include:

1. Attracting greater investor interest the current share structure of the Corporation makes it more difficult to attract favourable equity financing. The Share Consolidation may have the effect of raising, on a proportionate basis, the price of the Trigon Shares, which could appeal to certain investors that find shares valued above certain prices to be more attractive from an investment perspective;
1. Increasing institutional investor participation certain institutional investors have internal guidelines which prevent them from investing in small- or micro-cap stocks, regardless of the strength of the operations and management of the target investee company;
1. Providing greater flexibility in business opportunities the Corporation believes that the Share Consolidation will provide the Corporation with greater flexibility in considering business opportunities that are affected by the share capital of the Corporation and pricing of warrants and options; and
1. Improving the prospects of raising additional capital at a higher price per share the higher anticipated price of the post-consolidation Trigon Shares will allow the Corporation to raise additional capital through the sale of additional Trigon Shares at a higher price per Common Share than would be possible in the absence of the Share Consolidation.

Principal Effects of the Share Consolidation

The principal effects of the Share Consolidation would be:

1. Reduction in the number of Trigon Shares outstanding the number of Trigon Shares issued and outstanding will be reduced from 204,273,600 (as of the Record Date) to approximately 40,854,720, subject to rounding; and
1. Adjustments to outstanding options and warrants the exercise price and the number of Trigon Shares issuable under the Corporation's outstanding options and warrants will be proportionately adjusted, based on the Consolidation Ratio, with any fraction rounded down to the nearest whole number.

If the Consolidation Resolution is approved, the Share Consolidation would be implemented, if at all, only upon a determination by the Board that it is in the best interests of the Corporation at that time. In connection with any determination to implement the Share Consolidation, the Board will set the timing for such Share Consolidation, subject to receipt of all necessary regulatory approvals, including the approval of the TSXV. No further action on the part of Trigon Shareholders would be required in order for the Board to implement the Share Consolidation.

If approved and implemented, the Share Consolidation will occur simultaneously for all of the Trigon Shares and the Consolidation Ratio will be the same for all the Trigon Shares. Except for any variances attributable to fractional Trigon Shares, the change in the number of issued and outstanding Trigon Shares that will result from the Share Consolidation will cause no change in the capital attributable to the Trigon Shares and will not materially affect any Trigon Shareholder's percentage ownership in the Corporation, even though such ownership will be represented by a smaller number of Trigon Shares.

In addition, the Share Consolidation will not materially affect any Trigon Shareholder's proportionate voting rights. Each Trigon Share outstanding after the Share Consolidation will be fully paid and non-assessable and will entitle the holder to one vote per Trigon Share.

The Share Consolidation is subject to regulatory approval, including the approval of the TSXV. As a condition to the approval of the consolidation of Trigon Shares listed for trading on the TSXV, the TSXV requires, among other things, that a TSXV-listed issuer continue to meet the Exchange's "Continued Listing Requirements" after the Share Consolidation. In order for the Corporation to continue to meet the applicable Continued Listing Requirements, the Corporation must have at least 200 "public shareholders" (as defined under Exchange policies) holding a certain minimum number of Trigon Shares of the Corporation, each free of "resale restrictions" (as defined under Exchange policies), after completion of the Share Consolidation.

If the Board does not implement the Share Consolidation within one year from the date of Trigon Shareholder approval of the Consolidation Resolution, the authority granted by the Consolidation Resolution to implement the Share Consolidation on these terms would lapse and be of no further force or effect. The Consolidation Resolution also authorizes the Board to elect not to proceed with, and abandon, the Share Consolidation at any time if it determines, in its sole discretion, to do so. No further approval by or prior notice to Trigon Shareholders would be required in order for the Board to abandon the Share Consolidation.

Risks Associated with the Share Consolidation

Certain risks associated with the Share Consolidation are as follows:

The Corporation's total market capitalization immediately after the proposed Share Consolidation may be lower than immediately before the proposed Share Consolidation

There are numerous factors and contingencies that could affect the price of Trigon Shares prior to or following the Share Consolidation, including the status of the market for the Trigon Shares at the time, the status of the Corporation's reported financial results in future periods, and general economic, geopolitical, stock market and industry conditions. Accordingly, the market price of the Trigon Shares may not be sustainable at the direct arithmetic result of the Share Consolidation and may be lower.

A decline in the market price of the Trigon Shares after the Share Consolidation may result in a greater percentage decline than would occur in the absence of a consolidation, and liquidity could be adversely affected following such consolidation

If the Share Consolidation is implemented and the market price of the Trigon Shares declines, the percentage decline may be greater than would occur in the absence of the Share Consolidation. The market price of the Trigon Shares will, however, also be based on the Corporation's performance and other factors, which are unrelated to the number of Trigon Shares outstanding.

While the Board believes that a higher Trigon Share price may provide the benefits described above, the Share Consolidation may not result in a Trigon Share price that will attract institutional investors or investment funds. As a result, the liquidity of the Trigon Shares may not improve.

Furthermore, the liquidity of the Trigon Shares could be adversely affected by the reduced number of Trigon Shares that would be outstanding after the Share Consolidation.

The Share Consolidation may result in some Trigon Shareholders owning "odd lots" of less than 100 Trigon Shares on a post-consolidation basis

The Share Consolidation may result in some Trigon Shareholders owning "odd lots" of less than 100 Trigon Shares on a post-consolidation basis. "Odd lots" may be more difficult to sell, or require greater transaction costs per Trigon Share to sell, than Trigon Shares held in "board lots" of even multiples of 100 Trigon Shares.

Procedure for Implementing the Share Consolidation

If the Consolidation Resolution is approved by Trigon Shareholders and the Board decides to implement the Share Consolidation, subject to Exchange approval, the Corporation will file articles of amendment with the Director appointed under the CBCA in the form prescribed by the CBCA to amend the Corporation's articles of amalgamation. The Share Consolidation will become effective on the date shown in the certificate of amendment issued by the Director appointed under the CBCA or such other date indicated in the articles of amendment.

Effect on Share Certificates

If the proposed Share Consolidation is approved by Trigon Shareholders and implemented, registered Trigon Shareholders will be required to exchange their share certificates or DRS statements representing pre-consolidation Trigon Shares for new share certificates or DRS statements representing postconsolidation Trigon Shares. Following the announcement by the Corporation of the effective date of the Share Consolidation, registered Trigon Shareholders will be provided with a Letter of Transmittal by the Corporation's transfer agent to be used for the purpose of surrendering their certificates or DRS statements representing the then outstanding Trigon Shares to the transfer agent in exchange for new share certificates or DRS statements representing Trigon Shares after giving effect to the Share Consolidation. After the Share Consolidation, share certificates or DRS statements representing pre-consolidation Trigon Shares will: (i) not constitute good delivery for the purposes of trades of Trigon Shares post-consolidation; and (ii) be deemed for all purposes to represent the number of Trigon Shares to which the Trigon Shareholder is entitled as a result of the Share Consolidation. No delivery of a new share certificate or DRS statement to a Trigon Shareholder will be made until the Trigon Shareholder surrenders its certificates or DRS statements representing the pre-consolidation Trigon Shares along with the Letter of Transmittal to the registrar and transfer agent of the Corporation in the manner detailed therein.

Effect on Non-Registered Holders

Non-Registered Holders holding their Trigon Shares through a bank, broker or other nominee should note that such banks, brokers or other nominees may have specific procedures for processing the Share Consolidation. If you hold your Trigon Shares with such a bank, broker or other nominee and if you have any questions in this regard, you are encouraged to contact your Nominee.

No Fractional Shares to be Issued

No fractional Trigon Shares will be issued in connection with the Share Consolidation and, in the event that a Trigon Shareholder would otherwise be entitled to receive a fractional Trigon Share upon the Share Consolidation, such fraction will be rounded down to the nearest whole number with no additional consideration.

No Dissent Rights

Under the CBCA, Trigon Shareholders do not have dissent and appraisal rights with respect to the proposed Share Consolidation.

Shareholder Approval of Consolidation Resolution

At the Meeting, Trigon Shareholders will be asked to pass the Consolidation Resolution in the following form:

"BE IT RESOLVED THAT:

1. The Corporation is hereby authorized to amend its articles of incorporation to provide that:
(a) the authorized capital of the Corporation is altered by consolidating all of the issued and outstanding common shares of the Corporation without par value on the basis of one postconsolidation Trigon Share for each five pre-consolidation Trigon Shares (the "Consolidation Ratio");
(b) in the event that the consolidation would otherwise result in the issuance of a fractional share, no fractional share shall be issued and such fraction will be rounded down to the nearest whole number with no additional consideration; and
(c) the effective date of such consolidation shall be the date shown in the certificate of amendment issued by the Director appointed under the Canada Business Corporations Act (the "CBCA") or such other date indicated in the articles of amendment provided that, in any event, such date shall be on any date prior to the date that is one year from the date of approval of this special resolution by shareholders;
1. the board of directors of the Corporation are hereby authorized to implement the Consolidation Ratio;
1. any officer or director of the Corporation is hereby authorized for and on behalf of the Corporation to execute, deliver and file all such documents, whether under the corporate seal of the Corporation or otherwise, and to do and perform all such acts or things as may be necessary or desirable in order to give effect to the foregoing special resolution, including, without limitation, the determination of the effective date of the consolidation and the delivery of articles of amendment in the prescribed form to the Director appointed under the CBCA, the execution, delivery or filing of any such document or the doing of any such act or thing being conclusive evidence of such determination; and
1. notwithstanding the foregoing, the directors of the Corporation are hereby authorized, without further approval of or notice to the shareholders of the Corporation, to revoke this special resolution at any time before a certificate of amendment is issued by the Director appointed under the CBCA."

Recommendation of the Board

The Corporation's Board unanimously recommends that Trigon Shareholders vote FOR the Consolidation Resolution.

In order to be effective, the CBCA requires that the Consolidation Resolution be approved by a special resolution of the Trigon Shareholders, being a majority of not less than two-thirds of the votes cast by Trigon Shareholders present or by proxy at the Meeting.

Unless the Trigon Shareholder has specified in the enclosed Proxy that the Trigon Shares represented by such Proxy are to be voted against the Consolidation Resolution, the persons named in the enclosed Proxy will vote FOR the Consolidation Resolution.

Approval of the Arrangement

The Arrangement will become effective on the Effective Date, subject to satisfaction of the applicable conditions. The disclosure of the principal features of the Arrangement among Trigon, the Securityholders, and Spinco, as summarized below, is qualified in its entirety by reference to the full text of the Arrangement Agreement, which has been filed by Trigon under its profile on SEDAR+ at www.sedarplus.ca, and the Plan of Arrangement, which is attached to this Circular as Schedule "B".

Background to the Arrangement

The provisions of the Arrangement Agreement are the result of negotiations between Trigon and Spinco. Under the Arrangement, Trigon Shareholders shall receive all of the issued and outstanding shares, which are held by Trigon, in the capital of Spinco. Spinco will complete the Concurrent Financing prior to closing of the Arrangement for additional funds. Completion of the Arrangement will be conditional upon, among other things, completion of the Concurrent Financing.

Beacon was retained by Trigon to provide the Fairness Opinion, regarding the fairness, from a financial point of view, of the Consideration to be received by Trigon Shareholders pursuant to the Arrangement.

After careful consideration, including a thorough review of the terms of the Arrangement Agreement, and taking into account the best interests of Trigon and the impact on Trigon's stakeholders, consultation with its professional advisors, and after receiving the Fairness Opinion delivered by Beacon, the Board unanimously resolved: (i) to accept the advice of its professional advisors; (ii) that the Arrangement is fair, from a financial point of view, to the Trigon Shareholders and is in the best interests of Trigon; (iii) to approve the Arrangement, and (iv) to recommend that Trigon Shareholders vote in favour of the Arrangement Resolution. Trigon issued a press release announcing the proposed Arrangement on February 14, 2024.

The Arrangement

At the Meeting, Trigon Shareholders will be asked to consider and, if thought advisable, to pass, the Arrangement Resolution to approve the Arrangement under the CBCA pursuant to the terms of the Arrangement Agreement and the Plan of Arrangement. The Arrangement, the Plan of Arrangement and the terms of the Arrangement Agreement are summarized below. This summary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement, which has been filed by Trigon under its profile on SEDAR+ at www.sedarplus.ca, and the Plan of Arrangement, which is attached to this Circular as Schedule "B".

In order to implement the Arrangement, the Arrangement Resolution must be approved by at least twothirds of the votes cast at the Meeting in person or by proxy by the Trigon Shareholders. A copy of the Arrangement Resolution is set out in Schedule "A" of this Circular.

If the Arrangement is approved at the Meeting and the Final Order approving the Arrangement is issued by the Court and the applicable conditions to the completion of the Arrangement are satisfied or waived, the Arrangement will take effect commencing at the Effective Time (which will be commencing at 12:01 a.m. (Toronto time)) on the Effective Date (which is expected to be on or about April 18, 2024, provided such date may be delayed as a result of delays in satisfaction of the conditions to the completion of the Arrangement, including the Concurrent Financing and conditional approval of the Stock Exchange Listing).

Reasons for the Arrangement

The Board has reviewed and considered an amount of information and considered a number of factors relating to the Arrangement with the benefit of advice from Trigon's senior management and its financial and legal advisors. The following is a summary of the principal reasons for the recommendation of the Board that Trigon Shareholders vote FOR the Arrangement Resolution:

(a) Continued participation by Trigon Shareholders in the Moroccan assets through Spinco. Trigon Shareholders, through their ownership of Spinco Common Shares, will also continue to participate in the Moroccan assets, including the Silver Hill Project. The Trigon Shareholders will hold 100% of the issued Spinco securities upon completion of the Arrangement, other than Spinco securities issued pursuant to the Concurrent Financing and the Shares for Debt Transaction. Spinco will own 100% of the Silver Hill Project and other Moroccan assets, allowing Spinco to pursue development of the Silver Hill Project and other assets in Morocco.

(b) No change to ownership position. The Arrangement does not change the ownership position of the current Trigon Shareholders in Trigon. Each Trigon Shareholder will hold the same number of shares in Trigon post-Arrangement as pre-Arrangement. Each Trigon Shareholder will hold the same pro rata ownership in Spinco as they hold in Trigon (subject to dilution pursuant to the Concurrent Financing and the Shares for Debt Transaction). On completion of the Arrangement, the proportional interest that Trigon Shareholders will own in the assets of Trigon (pre-Arrangement) will remain unchanged (subject to dilution pursuant to the Concurrent Financing and the Shares for Debt Transaction).
(c) Mineral property diversification. The creation of two separate companies dedicated to the pursuit of their respective businesses will provide Trigon Shareholders with diversification and potential for increased liquidity for their investment portfolios, as they will hold a direct interest in two companies, each of which is focused on different mineral exploration assets.
(d) Business opportunities. The Arrangement is expected to provide greater market awareness of Trigon, Spinco, and their respective assets, and offer the companies increased flexibility to utilize and exploit their respective assets, without unnecessary dilution to the other. After the Arrangement, Trigon is expected to more easily access capital from investors who prefer to invest in advanced mineral projects rather than exploration assets, and as such, Trigon and Spinco will have access to a larger pool of investors.
(e) Approval of Trigon Shareholders and the Court are required. The following required approvals protect the rights of Trigon Shareholders: the Arrangement must be approved by at least two-thirds of the votes cast in respect of the Arrangement Resolution by Trigon Shareholders, present in person or represented by proxy at the Meeting; and the Arrangement must also be sanctioned by the Court, which will consider the fairness of the Arrangement to Trigon Shareholders.
(f) Fairness Opinion. The Board has received the Fairness Opinion of Beacon which provides that based upon and subject to the assumptions, qualifications, explanations and limitations contained therein and such other matters Beacon considered relevant, as of February 1, 2024, the Consideration to be received by Trigon Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Trigon Shareholders.

In view of the wide variety of factors and information considered in connection with their evaluation of the Arrangement, the Board did not find it practicable to, and therefore did not, quantify or otherwise attempt to assign any relative weight to each specific factor or item of information considered in reaching their conclusions and recommendations. In addition, individual members of the Board may have given different weights to different factors or items of information.

Recommendation of the Board

The Board, having undertaken a thorough review of, and having carefully considered the terms of the Arrangement Agreement, and after consulting with its legal advisors, and taking into consideration such other matters as it considered necessary and relevant, authorized Trigon to enter into the Arrangement Agreement and all related agreements.

Accordingly, the Board recommends that Trigon Shareholders vote FOR the Arrangement Resolution. In arriving at this recommendation, the Board considered, among other matters:

1. the financial condition, business and operations of Trigon, on both a historical and prospective basis, and information in respect of Spinco on a pro forma basis;
1. the procedures by which the Arrangement is to be approved, including the requirement for approval of the Arrangement by the Court after a hearing at which the procedural and substantive fairness to Securityholders will be considered;
1. the availability of Dissent Rights to Registered Holders with respect to the Arrangement;
1. the assets to be held by each of Trigon and Spinco after completion of the Arrangement and the unrealized value of the Silver Hill Project, and other Moroccan assets, within Trigon;
1. the advantages of segregating the risk profiles of the Moroccan assets, including the Silver Hill Project, and Trigon's other projects;
1. historical information regarding the price of the Trigon Shares;
1. the tax treatment to certain Trigon Shareholders under the Arrangement;
1. Trigon Shareholders will own securities of two publicly-listed companies; and
1. Spinco will be able to concentrate its efforts on developing the Silver Hill Project and Trigon will be able to concentrate its efforts on the advancement of Trigon's other projects.

Fairness Opinion

As set out in the Fairness Opinion, Beacon is of the opinion that, based upon and subject to the assumptions, qualifications, explanations and limitations contained therein and such other matters Beacon considered relevant, as of February 1, 2024, the Consideration to be received by Trigon Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Trigon Shareholders.

Principal Steps of the Arrangement

(a) each issued and outstanding Spinco Class A Share shall be surrendered and transferred by Trigon (free and clear of any Encumbrances) in exchange for, as the sole consideration therefor, one Spinco Common Share on a one-for-one basis in accordance with the Arrangement Agreement;

(b) each Trigon Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a "Dissenting Share") will be directly transferred and assigned by such Dissenting Shareholder to Trigon, without any further act or formality and free and clear of any Encumbrance, and:
(i) such Trigon Share will be cancelled and cease to be outstanding;
(ii) such Dissenting Shareholder's name shall be removed from the register of holders of Trigon Shares maintained by or on behalf of Trigon as it relates to the Dissenting Shares so transferred; and
(iii) such Dissenting Shareholder will cease to have any rights as a Trigon Shareholder other than the right to be paid the fair value for his, her or its Trigon Shares by Trigon in accordance with Article 5 of the Plan of Arrangement;
(c) Trigon shall undertake a reorganization of capital within the meaning of Section 86 of the Tax Act as follows, with the steps occurring in the following order:
(i) the authorized share capital and articles of Trigon will be amended by:
- (A) renaming and redesignating all of the issued and unissued Trigon Shares as "Class A common shares without par value" (the "Trigon Class A Common Shares") and amending the special rights and restrictions attached to the Trigon Class A Common Shares to provide the holders thereof with two votes for each Trigon Class A Common Shares held at all meetings of shareholders of Trigon (except meetings at which only holders of a specified class of shares are entitled to vote), and, concurrently therewith, outside of and not as part of this Plan of Arrangement, the Trigon Class A Common Shares will be represented for listing purposes on the TSXV by the continued listing of the Trigon Shares; and
- (B) creating a new class of shares consisting of an unlimited number of "common shares without par value" (the "New Trigon Shares") which shares shall be unlimited in number and have special rights and restrictions identical to those of the Trigon Shares immediately prior to giving effect to Section 3.1(c)(i)(A) hereof;
(ii) each issued and outstanding Trigon Class A Common Share outstanding immediately following giving effect to Section 3.1(c)(i)(A) shall be surrendered and transferred by the holder thereof to Trigon (free and clear of any Encumbrances) in exchange for, as the sole consideration therefor:
- (A) one New Trigon Share; and
- (B) 0.5 Spinco Common Shares held by Trigon (other than any Spinco Common Shares set aside pursuant to Section 5.3 and subject to Section 3.8),
- and:
- (C) the holders of Trigon Class A Common Shares will be removed from the register of holders of Trigon Class A Common Shares and will be added to the register of holders of New Trigon Shares as the holders of the number of New Trigon Shares that they have received on the exchange set forth pursuant to Section 3.1(c)(ii)(A);
- (D) the Spinco Common Shares transferred to the former holders of Trigon Class A Common Shares pursuant to Section 3.1(c)(ii)(B) will be registered in the name of such former holders;
(E) Trigon shall cease to be a holder of the Spinco Common Shares transferred to the former holders of Trigon Class A Common Shares pursuant to Section 3.1(c)(ii)(B) and shall be removed in respect of such Spinco Common Shares from the register of holders of Spinco Common Shares maintained by or on behalf of Spinco; and
(F) concurrently with the exchange in Section 3.1(c)(ii), the stated capital account maintained in respect of the Trigon Class A Common Shares shall be reduced to nil and there shall be added to the stated capital account of the New Trigon Shares issued pursuant to Section 3.1(c)(ii) the amount by which (A) the amount of the reduction of the stated capital account of the Trigon Class A Common Shares pursuant to this Section 3.1(c)(ii)(F) exceeds (B) the fair market value, at the Effective Time, of the Spinco Common Shares distributed pursuant to Section 3.1(c)(ii) to the former holders of Trigon Class A Common Shares.

(iii) the Trigon Class A Common Shares, none of which will be issued or outstanding once the exchange in Section 3.1(c)(ii)(A) above is completed, will be cancelled and the appropriate entries made in the register of holders of Trigon Class A Common Shares and the authorized share structure and articles of Trigon will be amended by eliminating the Trigon Class A Common Shares;
(d) each Trigon Option outstanding immediately prior to this Section 3.1(d) shall be, and shall be deemed to be, simultaneously surrendered and transferred by the holder thereof to Trigon (free and clear of any Encumbrances) and exchanged for, as the sole consideration therefor, one Trigon Replacement Option to acquire one New Trigon Share having an exercise price equal to the exercise price of the Trigon Option so exchanged immediately before the exchange of such Trigon Option provided that:
(i) the exercise prices for such Trigon Replacement Option shall be further adjusted to the extent required to ensure that the fair market value of the Trigon Replacement Option immediately after the exchange does not exceed the fair market value of the Trigon Option so exchanged immediately before the exchange of such Trigon Option;
(ii) the holder of a Trigon Replacement Option will receive no consideration other than the Trigon Replacement Option in respect of the transfer of the Trigon Option pursuant to this Section 3.1(d); and
(iii) the Trigon Options so transferred to Trigon pursuant to this Section 3.1(d) shall be cancelled.

Approval of the Arrangement Resolution

At the Meeting, the Trigon Shareholders will be asked to approve the Arrangement Resolution, the full text of which is set out in Schedule "A" to this Circular. In order for the Arrangement to become effective, as provided in the Interim Order and by the CBCA, the Arrangement Resolution must be approved by at least two-thirds of the votes cast at the Meeting in person or by proxy by the Trigon Shareholders. Should Trigon Shareholders fail to approve the Arrangement Resolution by the requisite majority, the Arrangement will not be completed.

The Board has approved the terms of the Arrangement Agreement and the Plan of Arrangement and recommends that Trigon Shareholders vote FOR the Arrangement Resolution. See "The Arrangement – Recommendation of the Board" above.

The Arrangement Agreement

The description of the Arrangement Agreement, both below and elsewhere in this Circular, is a summary only, is not exhaustive and is qualified in its entirety by reference to the full text of the Arrangement Agreement, which has been filed by Trigon under its profile on SEDAR+ at www.sedarplus.ca, and the Plan of Arrangement, which is attached to this Circular as Schedule "B".

Representations and Warranties

The Arrangement Agreement contains representations and warranties made by Trigon to Spinco and representations and warranties made by Spinco to Trigon. The representations and warranties were made solely for purposes of the Arrangement Agreement and may be subject to important qualifications, limitations and exceptions agreed to by Trigon and Spinco in connection with negotiating its terms. In particular, some of the representations and warranties may be subject to a contractual standard of materiality, which may be different from that generally applicable to public disclosure to Trigon Shareholders, or may have been used for the purpose of allocating risk between the parties to the Arrangement Agreement.

Except as expressly specified therein, Securityholders are not third-party beneficiaries under the Arrangement Agreement and should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise.

The representations and warranties made by Trigon and Spinco relate to organization and qualification, authority relative to the Arrangement Agreement, no violation or breach, required approvals and consents, and no commencement of dissolution or similar proceedings.

Covenants

The Arrangement Agreement contains covenants made by Trigon and Spinco relating to the performance, execution and delivery of all steps necessary to give effect to the Arrangement.

Effective Date and Conditions of the Arrangement

If the Arrangement Resolution is passed, the Final Order of the Court is obtained approving the Arrangement, every requirement of the CBCA relating to the Arrangement has been complied with and all other conditions disclosed under "The Arrangement – The Arrangement Agreement" are met or waived, the Arrangement will become effective commencing at 12:01 a.m. (Toronto time) on the Effective Date. It is currently expected that the effective date of the Arrangement will be on or about April 18, 2024, provided such date may be delayed as a result of delays in satisfaction of the conditions to the completion of the Arrangement, including the Concurrent Financing and conditional approval of the Stock Exchange Listing.

Conditions to the Arrangement Becoming Effective

In order for the Arrangement to become effective, certain conditions must have been satisfied or waived which conditions are summarized below.

The obligations of the parties to complete the Arrangement are subject to the fulfillment of each of the following conditions precedent on or before the Effective Date, certain of which may only be waived in accordance with the Arrangement Agreement. The mutual conditions precedent, among others, are as follows:

(a) the Interim Order will have been granted in form and substance satisfactory to Trigon, and such order will not have been set aside or modified in a manner unacceptable to Trigon, on appeal or otherwise;
(b) the Arrangement Resolution, with or without amendment, will have been approved and adopted by the Trigon Shareholders at the Meeting in accordance with the Arrangement Provisions, the Constating Documents of Trigon, the Interim Order and the requirements of any applicable regulatory authorities;
(c) the Final Order will have been obtained in form and substance satisfactory to each of Trigon and Spinco;
(d) the Pre-Arrangement Steps shall have been completed;
(e) Spinco shall have obtained conditional approval for the Stock Exchange Listing;
(f) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the completion of the transactions provided for in the Arrangement Agreement and the Plan of Arrangement will have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances each in form acceptable to Trigon and Spinco;
(g) there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement;
(h) no law, regulation or policy will have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Arrangement and Plan of Arrangement, including any material change to the income tax laws of Canada, which would reasonably be expected to have a material adverse effect on any of Trigon, the Trigon Shareholders or Spinco if the Arrangement is completed;
(i) notices of dissent pursuant to Article 5 of the Plan of Arrangement will not have been delivered by Trigon Shareholders holding greater than 5% of the outstanding Trigon Shares; and
(j) the Arrangement Agreement will not have been terminated under Article 6 of the Arrangement Agreement.

The foregoing conditions may be waived in accordance with the Arrangement Agreement, if applicable.

Termination

The Arrangement Agreement may at any time before or after the holding of the Meeting, and before or after the granting of the Final Order, but in each case prior to the Effective Date, be terminated by direction of the Board without further action on the part of the Trigon Shareholders and nothing expressed or implied herein or in the Plan of Arrangement will be construed as fettering the absolute discretion by the Board to elect to terminate this Agreement and discontinue efforts to effect the Arrangement for whatever reasons it may consider appropriate.

Completion of the Arrangement

The Arrangement will become effective commencing at 12:01 a.m. (Toronto time) on the date upon which all of the conditions to completion of the Arrangement as set out in the Arrangement Agreement have been satisfied or waived in accordance with the Arrangement Agreement, all documents agreed to be delivered thereunder have been delivered to the satisfaction of the recipient, acting reasonably, and the filings required under the CBCA have been filed with the CBCA Director. Completion of the Arrangement is expected to occur on or about April 18, 2024; however, it is possible that completion may be delayed beyond this date if the conditions to completion of the Arrangement cannot be met on a timely basis.

Procedure for Receipt of New Trigon Shares and Spinco Common Shares

Trigon Shareholders on the Effective Date will be entitled to receive New Trigon Shares and Spinco Common Shares pursuant to the Arrangement.

Each Registered Holder will receive a Letter of Transmittal containing instructions with respect to the deposit of certificates or DRS statements for Trigon Shares for use in exchanging their Trigon Shares for certificates or DRS statements representing New Trigon Shares and Spinco Common Shares, to which they are entitled under the Arrangement. Upon return of a properly completed Letter of Transmittal, together with certificates or DRS statements formerly representing Trigon Shares and such other documents as TSX Trust Company may require, certificates or DRS statements for the appropriate number of New Trigon Shares and Spinco Common Shares will be distributed.

Fractional Shares

No fractional Spinco Common Shares will be distributed to the Trigon Shareholders, and, as a result, all fractional amounts arising under the Plan of Arrangement will be rounded down to the next whole number without any compensation therefor. Any Spinco Common Shares not distributed as a result of so rounding down will be cancelled by Spinco.

Effects of the Arrangement on Trigon Shareholders' Rights

Trigon Shareholders receiving New Trigon Shares and Spinco Common Shares under the Arrangement will remain shareholders of Trigon and will also become shareholders of Spinco (the "Spinco Shareholders"). Spinco is a company governed by the Business Corporations Act (Ontario) (the "OBCA"), whereas Trigon is governed by the CBCA. As a result, the rights and obligations attached to Spinco Common Shares may differ from those attached to Trigon Shares and New Trigon Shares under the CBCA and may differ in material respects from the rights and obligations that would be applicable if Spinco were organized under the laws of a different jurisdiction. Trigon Shareholders may wish to seek legal advice to determine the impact of any differences in the rights and obligations of such shares.

Shareholder Approval of the Arrangement

To become effective, the Arrangement Resolution must be approved, with or without variation, by not less than two-thirds of the votes cast at the Meeting in person or by proxy by Trigon Shareholders.

The Arrangement may constitute a "related party transaction" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). However, the Corporation is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101 based on the fact that its securities are listed on the TSXV and that the fair market value of the consideration to be received by interested parties pursuant to the Arrangement was equal to less than 25% of the Corporation's market capitalization at the time that the transaction between Trigon and Spinco was agreed to.

Court Approval of the Arrangement

Trigon Metals Inc.

c/o Miller Thomson LLP Scotia Plaza 40 King Street West, Suite 5800 Toronto, Ontario, M5H 3S1

Attention: Mack Hosseinian ([email protected]) and Connor Broude ([email protected])

Regulatory Approvals

Regulatory Law Matters and Securities Law Matters

Other than the Final Order and the approval of the TSXV, Trigon is not aware of any material approval, consent or other action by any federal, provincial, state or foreign government or any administrative or regulatory agency that would be required to be obtained in order to complete the Arrangement. In the event that any such approvals or consents are determined to be required, such approvals or consents will be sought. Any such additional requirements could delay the Effective Date or prevent the completion of the Arrangement. While there can be no assurance that any regulatory consents or approvals that are determined to be required will be obtained, Trigon currently anticipates that any such consents and approvals that are determined to be required will have been obtained or otherwise resolved by the Effective Date. Subject to receipt of the Trigon Shareholder approval at the Meeting, receipt of the Final Order and the satisfaction or waiver of all other conditions specified in the Arrangement Agreement, the Effective Date is expected to be on or about April 18, 2024, provided such date may be delayed as a result of delays in satisfaction of the conditions to the completion of the Arrangement, including the Concurrent Financing and conditional approval of the Stock Exchange Listing.

Canadian Securities Law Matters

Each Trigon Shareholder is urged to consult such Trigon Shareholder's professional advisors to determine the Canadian conditions and restrictions applicable to trades in the New Trigon Shares or Spinco Common Shares.

Status under Canadian Securities Laws

Trigon is a reporting issuer in British Columbia, Alberta, and Ontario, and its shares currently trade on the TSXV.

Upon completion of the Arrangement, Spinco expects that it will be a reporting issuer in British Columbia, Alberta, and Ontario. Spinco intends to apply to list the Spinco Common Shares on a recognized stock exchange in Canada. Any listing will be subject to Spinco meeting initial listing requirements of such recognized Canadian stock exchange.

Distribution and Resale of New Trigon Shares and Spinco Common Shares under Canadian Securities Laws

The issuance of the New Trigon Shares and Spinco Common Shares pursuant to the Arrangement will constitute a distribution of securities, which is exempt from the prospectus requirements under Canadian Securities Legislation and is exempt from or otherwise is not subject to the registration requirements under applicable Securities Legislation. The New Trigon Shares and Spinco Common Shares distributed to Trigon Shareholders may be resold in each of the provinces and territories of Canada provided the holder is not a "control person" as defined in the applicable Securities Legislation, no unusual effort is made to prepare the market or create a demand for those securities and no extraordinary commission or consideration is paid in respect of that sale.

U.S. Securities Laws

Status Under U.S. Securities Laws

Each of Trigon and Spinco is a "foreign private issuer" as defined in Rule 405 under the U.S. Securities Act.

The following discussion is a general overview of certain requirements of U.S. federal securities laws that may be applicable to U.S. Securityholders. All U.S. Securityholders are urged to consult with their own legal counsel to ensure that any subsequent resale of the New Trigon Shares and Spinco Common Shares distributed to them under the Plan of Arrangement complies with applicable securities laws and regulations.

The following discussion does not address the Canadian securities laws that will apply to the issue of the New Trigon Shares and Spinco Common Shares or the resale of these shares by U.S. Securityholders within Canada. U.S. Securityholders reselling their New Trigon Shares and Spinco Common Shares in Canada must comply with Canadian securities laws, as outlined elsewhere in this Circular.

Exemption from the Registration Requirements of the U.S. Securities Act

The New Trigon Shares and Spinco Common Shares to be distributed to Trigon Shareholders in exchange for Trigon Shares pursuant to the Plan of Arrangement and the Spinco Common Shares under the Plan of Arrangement have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, but will be distributed in reliance upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act and exemptions provided under the securities laws of each state of the United States in which U.S. Securityholders reside. The exemption under Section 3(a)(10) of the U.S. Securities Act exempts from registration the issuance of a security that is issued in exchange for one or more outstanding securities where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange have the right to appear and receive timely and adequate notice thereof, by a court or by a governmental authority expressly authorized by law to grant such approval. Accordingly, the Final Order of the Court will, if granted, constitute a basis for the exemption from the registration requirements of the U.S. Securities Act with respect to the New Trigon Shares and Spinco Common Shares distributed in connection with the Plan of Arrangement. See "Court Approval of the Arrangement" above.

Resales of Spinco Common Shares and New Trigon Shares after the Effective Date

The New Trigon Shares and Spinco Common Shares to be received by Trigon Shareholders pursuant to the Arrangement will be freely transferable under U.S. federal securities laws except by persons who are "affiliates" (as defined in Rule 405 of the U.S. Securities Act) of Trigon or Spinco, as applicable, after the Effective Date or were "affiliates" of Trigon or Spinco, as applicable, within 90 days prior to the date of any proposed resale. Persons who may be deemed to be "affiliates" of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such securities by such an affiliate (or former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom.

Persons who are affiliates of Spinco or Trigon, as applicable, after the Effective Date, or within 90 days immediately preceding the Effective Date may not sell their Spinco Common Shares and New Trigon Shares that they receive in connection with the Plan of Arrangement in the absence of registration under the U.S. Securities Act, unless an exemption from such registration is available, such as the exemptions provided by Rule 144 under the U.S. Securities Act or Rule 904 of Regulation S.

Rule 144

In general, Rule 144 under the U.S. Securities Act provides that persons who are affiliates of Spinco or Trigon, as applicable, after the Effective Date or, at any time during the 90 day period immediately prior to the Effective Date, will be entitled to sell, during any three-month period, a portion of the Spinco Common Shares and New Trigon Shares that they receive in connection with the Plan of Arrangement, provided that the number of each such securities sold does not exceed the greater of one percent of the number of then outstanding securities of such class or, if such securities are listed on a U.S. securities exchange (which neither Spinco nor Trigon intends to seek at this time), the average weekly trading volume of such securities during the four-week period preceding the date of sale, subject to specified restrictions on manner of sale, notice requirements, aggregation rules and the availability of current public information about Spinco or Trigon, as applicable. In addition, subject to certain exceptions, Rule 144 will not be available for resales of Spinco Common Shares or New Trigon Shares if the issuer of such securities is, or has at any time previously been, a shell company, which means a company with no or nominal operations and no or nominal assets other than cash and cash equivalents.

Regulation S

Subject to certain limitations, all persons who are affiliates of Spinco or Trigon, as applicable, after the Effective Date or, at any time during the 90-day period immediately prior to the Effective Date, may immediately resell such securities outside the U.S., without registration under the U.S. Securities Act, pursuant to Regulation S.

Generally, subject to certain limitations, holders of Spinco Common Shares and New Trigon Shares who are not affiliates of Spinco or Trigon, as applicable, or who are affiliates of Spinco or Trigon, as applicable, solely by virtue of being an officer and/or director of the applicable corporation and who pay only the usual and customary broker's commission in connection with the transaction, may resell their Spinco Common Shares or New Trigon Shares, as applicable, in an "offshore transaction" (which would generally include a sale through the TSXV, if applicable) if no offer is made to a person in the U.S., the sale is not prearranged with a buyer in the U.S., neither the seller, any affiliate of the seller, nor any person acting on any of their behalf engages in any "directed selling efforts" in the U.S., and subject to certain additional conditions. For the purposes of Regulation S, "directed selling efforts" means "any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the U.S. for any of the securities being offered" in the resale transaction. Under Regulation S, certain additional restrictions and qualifications are applicable to holders of Spinco Common Shares or New Trigon Shares who are affiliates of Spinco or Trigon, as applicable, other than by virtue of being an officer and/or director or the applicable corporation.

The foregoing discussion is only a general overview of the requirements of U.S. securities laws for the resale of the Spinco Common Shares and New Trigon Shares received pursuant to the Plan of Arrangement. Holders of Spinco Common Shares and New Trigon Shares are urged to seek legal advice prior to any resale of such securities to ensure that the resale is made in compliance with the requirements of applicable securities laws and regulations.

Fees and Expenses

Trigon will pay all of the costs, fees and expenses, including the fees and expenses of advisors, accountants and legal counsel, incurred in connection with the Arrangement and the transactions contemplated by the Arrangement Agreement.

Interests of Certain Persons in the Arrangement

In considering the recommendation of the Board with respect to the Arrangement, Trigon Shareholders should be aware that certain members of Trigon's senior management and the Board will participate in the Arrangement, to the extent they are Trigon Shareholders, in the same manner as Trigon Shareholders. Additionally, certain directors and officers of Trigon are or will be directors and/or officers of Spinco and will receive remuneration (including salaries and other benefits) for acting in that capacity.

See "Schedule "F" – Information Concerning Spinco" for a summary of the proposed directors and officers of Spinco upon completion of the Arrangement, the number of Spinco Common Shares owned or controlled, directly or indirectly, immediately following completion of the Arrangement by each proposed director and officer, and the corresponding percentage of outstanding Spinco Common Shares at such time.

Name and Position	Number of Trigon Shares	Number of Trigon Warrants	Number of Trigon Options
Jed Richardson Chief Executive Officer and	5,671,980	21,450	750,000
Executive Chairman
Paul Bozoki Chief Financial Officer	Nil	Nil	200,000
Rennie Morkel President and Chief Operating Officer	Nil	Nil	Nil
Damian Lopez Corporate Secretary	166,665	16,666	225,000
Larisa Sprott Director	704,000	Nil	550,000
Daye Kaba Director	Nil	Nil	550,000
Dr. David Shaw Director	70,000	35,000	550,000
Gabriel Ollivier Director	50,000	Nil	350,000
Mohammed Benharref Director	3,000,000	Nil	850,000
Grant Sboros Director	Nil	Nil	Nil

Additionally, the following table summarizes the securities of Trigon held by directors and officers as at the Record Date:

Risks Associated with the Arrangement

In evaluating the Arrangement, Trigon Shareholders should carefully consider the following risk factors relating to the Arrangement. The following risk factors are not a definitive list of all risk factors associated with the Arrangement. Additional risks and uncertainties, including those currently unknown or considered immaterial by Trigon, may also adversely affect the trading price of the New Trigon Shares, the Spinco Common Shares and/or the businesses of Trigon and Spinco following the Arrangement. In addition to the risk factors relating to the Arrangement set out below, Trigon Shareholders should also carefully consider the risk factors associated with the businesses of Trigon and Spinco included in this Circular, the Schedules to this Circular and in the documents incorporated by reference herein. If any of the risk factors materialize, the expectations, and the predictions based on them, may need to be re-evaluated. The risks associated with the Arrangement include:

1. Trigon has the right to terminate the Arrangement Agreement in certain circumstances. Accordingly, there is no certainty, nor can Trigon provide any assurance, that the Arrangement Agreement will not be terminated by Trigon before the completion of the Arrangement.
1. The completion of the Arrangement is subject to a number of conditions precedent, certain of which are outside the control of Trigon, including receipt of the Final Order and completion of the Concurrent Financing. There can be no certainty, nor can Trigon provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. If the Arrangement is not completed, the market price of the Trigon Shares may decline to the extent that the current market price reflects a market assumption that the Arrangement will be completed.
1. There is no assurance that the Arrangement can be completed as proposed or without Trigon Shareholders exercising their Dissent Rights in respect of a substantial number of Trigon Shares.
1. There is no assurance that Spinco will complete the Concurrent Financing on those terms and conditions contemplated by Management (including the approximate gross proceeds anticipated by Management), described elsewhere in this Circular. If the Concurrent Financing is not completed

on substantially similar terms and conditions as those contemplated by Management, the Board may still proceed with the Arrangement provided Spinco will have sufficient funds to meet the initial listing requirements of a recognized stock exchange in Canada.

1. There is no assurance that the businesses of Trigon or Spinco, after completing the Arrangement, will be successful.
1. While Trigon believes that the Spinco Common Shares to be distributed to Trigon Shareholders pursuant to the Arrangement will not be subject to any resale restrictions (save, restrictions applicable to securities held by control persons, restrictions flowing from current restrictions associated with a Trigon Shareholder's Trigon Shares, and restrictions applicable to persons who are "affiliates" (as defined in Rule 144 under the U.S. Securities Act) of Spinco or Trigon, as discussed under "U.S. Securities Laws"), each Trigon Shareholder is urged to obtain appropriate legal advice regarding applicable securities laws and regulations.
1. The transactions contemplated herein may give rise to significant adverse tax consequences to Trigon Shareholders and each such Trigon Shareholder is urged to consult his, her or its own tax advisor.
1. Certain costs related to the Arrangement, such as legal and accounting fees, must be paid by Trigon even if the Arrangement is not completed.
1. The trading price of the New Trigon Shares on the Effective Date may vary from the trading price of the Trigon Shares as at the date of execution of the Arrangement Agreement, the date of this Circular and the date of the Meeting and may fluctuate depending on investors' perceptions of the merits of the Arrangement.

RIGHTS OF DISSENTING SHAREHOLDERS

The following description of the dissent procedures is a summary only and is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of its Trigon Shares, as applicable, and is qualified in its entirety by the reference to the full text of the Interim Order, Section 190 of the CBCA, and the Plan of Arrangement, which are attached to this Circular as Schedule "C", Schedule "D" and Schedule "B", respectively. A Dissenting Shareholder who intends to exercise Dissent Rights should carefully consider and comply with the provisions of Section 190 of the CBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order of the Court) and seek independent legal advice. Failure to comply strictly with the provisions of Section 190 of the CBCA (as modified by the Interim Order, the Plan of Arrangement and/or other order of the Court), and to adhere to the procedures established therein, may result in the loss of all rights thereunder.

Section 190 of the CBCA provides registered shareholders of a corporation with the right to dissent from certain resolutions that effect extraordinary corporate transactions or fundamental corporate changes. The Interim Order expressly provides Registered Holders entitled to vote at the Meeting (being, those holders of Trigon Shares of record at the close of business on the Record Date) with Dissent Rights in respect of the Arrangement Resolution, in accordance with to Section 190 of the CBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order of the Court). Any such Registered Holder who duly and validly dissents from the Arrangement Resolution in strict compliance with Section 190 of the CBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order of the Court) will be entitled, in the event the Arrangement becomes effective, to be paid the fair value of the Trigon Shares held by such Dissenting Shareholder determined as of the close of business on the day before the Arrangement Resolution is adopted.

In many cases, Trigon Shares beneficially owned by a Non-Registered Holder are registered either: (a) in the name of an Intermediary that the Non-Registered Holder deals with in respect of the Trigon Shares, or (b) in the name of a depository (such as CDS) of which the Intermediary is a participant. Accordingly, a Non-Registered Holder will not be entitled to exercise its Dissent Rights directly. A Non-Registered Holder that wishes to exercise Dissent Rights should immediately contact the Intermediary with whom the Non-Registered Holder deals in respect of its Trigon Shares and instruct the Intermediary to exercise the Dissent Rights on the Non-Registered Holder's behalf. In addition, pursuant to Section 190 of the CBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order of the Court), a Registered Holder may not exercise Dissent Rights in respect of only a portion of the Trigon Shares held by such Registered Holder, but rather, may dissent only with respect to all Trigon Shares held by such Registered Holder.

A Registered Holder who is entitled to dissent under the Plan of Arrangement and who wishes to dissent must deliver a written notice of dissent (a "Notice of Dissent") to Trigon c/o Miller Thomson LLP, Attention: Mack Hosseinian and Connor Broude, at Scotia Plaza, Suite 5800 – 40 King Street West, Toronto, Ontario, M5H 3S1, Canada by not later than 5:00 p.m. (Toronto time) on April 5, 2024 (or the day that is two Business Days prior to the date that any adjourned or postponed Meeting is reconvened or held, as the case may be), and such Notice of Dissent must strictly comply with the requirements of Section 190 of the CBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order of the Court). The dissent procedures described in this Circular are different than the statutory dissent procedures of the CBCA, which would permit a notice of objection to be provided at or prior to the Meeting. Failure to comply strictly with the provisions of Section 190 of the CBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order of the Court), and to adhere to the procedures established therein, may result in the loss of any Dissent Right.

The filing of a Notice of Dissent does not deprive a Registered Holder of the right to vote at the Meeting. However, the CBCA provides, in effect, that a Registered Holder who has submitted a Notice of Dissent and who votes in favour of the Arrangement Resolution will no longer be considered a Dissenting Shareholder with respect to the Trigon Shares voted in favour of the Arrangement Resolution. The CBCA does not provide, and Trigon will not assume, that a proxy submitted instructing the proxyholder to vote against the Arrangement Resolution, or an abstention from voting, constitutes a Notice of Dissent, but, a Registered Holder is not required to vote its Trigon Shares against the Arrangement Resolution in order to validly exercise such Registered Holder's Dissent Right. Similarly, the revocation of a proxy conferring authority on the proxyholder to vote in favour of the Arrangement Resolution does not constitute a Notice of Dissent. However, any proxy granted by a Registered Holder who intends to dissent, other than a proxy that instructs the proxyholder to vote against the Arrangement Resolution, should be validly revoked in order to prevent the proxyholder from voting such Trigon Shares in favour of the Arrangement Resolution and thereby causing the Registered Holder to forfeit its Dissent Rights.

Trigon is required, within 10 days after the Trigon Shareholders adopt the Arrangement Resolution, to notify each Dissenting Shareholder that the Arrangement Resolution has been adopted. Such notice is not required to be sent to any Trigon Shareholder that voted in favour of the Arrangement Resolution or who has withdrawn his, her, their or its Notice of Dissent.

A Dissenting Shareholder that has not withdrawn his, her, their or its Notice of Dissent prior to the Meeting must, within 20 days after receipt of notice that the Arrangement Resolution has been adopted, or if the Dissenting Shareholder does not receive such notice, within 20 days after learning that the Arrangement Resolution has been adopted, send to Trigon a written notice containing his, her, their or its name and address, the number of Dissenting Shares and a demand for payment of the fair value of such Trigon Shares (a "Demand for Payment"). Within 30 days after sending the Demand for Payment, the Dissenting Shareholder must send to Trigon the certificate(s) and/or DRS statement(s) representing the Dissenting Shares. Trigon or TSX Trust Company as the transfer agent will endorse, on the share certificate(s) and/or DRS statement(s) received from a Dissenting Shareholder, a notice that the holder is a Dissenting Shareholder and will forthwith return the share certificate(s) and/or DRS statement(s) to the Dissenting Shareholder. A Dissenting Shareholder that fails to make a Demand for Payment in the time required, or to send the share certificate(s) and/or DRS statement(s) representing Dissenting Shares in the time required, has no right to make a claim under Section 190 of the CBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order made by the Court).

Under Section 190 of the CBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order made by the Court), after sending a Demand for Payment, a Dissenting Shareholder ceases to have any rights as a Trigon Shareholder in respect of its Dissenting Shares other than the right to be paid the fair value of the Dissenting Shares by Trigon, as determined pursuant to the Interim Order, unless (i) the Dissenting Shareholder withdraws its Notice of Dissent before Trigon makes a written offer (an "Offer to Pay") to the Dissenting Shareholder who has sent a Demand for Payment to pay for his, her, their or its Trigon Shares in an amount considered by Trigon to be the fair value of the Trigon Shares, (ii) Trigon fails to make an Offer to Pay in accordance with subsection 190(12) of the CBCA and the Dissenting Shareholder withdraws the Demand for Payment, or (iii) the Board revokes the Arrangement Resolution. In the case of (i) and (ii), the Dissenting Shareholder shall be deemed to have participated in the Arrangement on the same basis as any non-Dissenting Shareholder as at and from the Effective Time.

Pursuant to the Plan of Arrangement, in no case shall Trigon or any other Person be required to recognize any Dissenting Shareholder as a Trigon Shareholder after the Effective Time, and the names of such Dissenting Shareholders shall be deleted from the list of Registered Holders at the Effective Time. Further, pursuant to the Plan of Arrangement, (i) Dissenting Shareholders that are ultimately determined to be entitled to be paid the fair value for their Dissenting Shares shall be deemed to have irrevocably transferred such Dissenting Shares to Trigon for cancellation in consideration for such fair value with effect at the Effective Time, and (ii) Dissenting Shareholders that are ultimately determined not to be entitled, for any reason, to be paid the fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as any non-Dissenting Shareholder as at and from the Effective Time.

Trigon is required, not later than seven days after the later of the Effective Date and the date on which a Demand for Payment is received from a Dissenting Shareholder, to send to each Dissenting Shareholder that has sent a Demand for Payment an Offer to Pay for its Dissenting Shares in an amount considered by Trigon to be the fair value of the Trigon Shares, accompanied by a statement showing the manner in which the fair value was determined. Every Offer to Pay for Trigon Shares of the same class must be on the same terms. Trigon must pay for the Dissenting Shares of a Dissenting Shareholder within 10 days after an Offer to Pay has been accepted by a Dissenting Shareholder, but any such offer lapses if Trigon does not receive an acceptance within 30 days after the Offer to Pay has been made.

If Trigon fails to make an Offer to Pay for the Dissenting Shares of a Dissenting Shareholder, or if a Dissenting Shareholder fails to accept an Offer to Pay that has been made, Trigon may, within 50 days after the Effective Date or within such further period as the Court may allow, apply to the Court to fix a fair value for the Dissenting Shares. If Trigon fails to apply to the Court, a Dissenting Shareholder may apply to the Court for the same purpose within a further period of 20 days or within such further period as the Court may allow. A Dissenting Shareholder is not required to give security for costs in such an application. Further, any such application by Trigon or a Dissenting Shareholder must be made to the Court in Ontario or a court having jurisdiction in the place where the Dissenting Shareholder resides if Trigon carries on business in that province.

Before making any such application to the Court itself after receiving a notice that a Dissenting Shareholder has made an application to a court, Trigon will be required to notify each affected Dissenting Shareholder of the date, place and consequences of the application and of a Dissenting Shareholder's right to appear and be heard in person (or virtually, by teleconference or other means) or by counsel. Upon an application to the Court, all Dissenting Shareholders that have not accepted an Offer to Pay will be joined as parties and be bound by the decision of the Court. Upon any such application to the Court, the Court may determine whether any other Person is a Dissenting Shareholder that should be joined as a party, and the Court will then fix a fair value for the Dissenting Shares of all Dissenting Shareholders. The final order of the Court will be rendered against Trigon in favour of each Dissenting Shareholder for the amount of the fair value of its Dissenting Shares as fixed by the Court. The Court may, in its discretion, allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder from the Effective Date until the date of payment.

Trigon Shareholders that are considering exercising Dissent Rights should be aware that there can be no assurance that the fair value of their Trigon Shares as determined under the applicable provisions of Section 190 of the CBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order of the Court) will be more than or equal to the consideration payable under the Arrangement. Further, Trigon Shareholders that are considering exercising Dissent Rights should consult their own legal and financial advisors (and in particular, as to the consequences under Canadian federal income tax laws of exercising Dissent Rights in respect of the Arrangement).

The above summary is not a comprehensive statement of the procedures to be followed by Dissenting Shareholders who seek payment of the fair value of their Trigon Shares. A Dissenting Shareholder who intends to exercise the Dissent Rights should carefully consider and comply with the provisions of Section 190 of the CBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order of the Court) and seek independent legal advice. Failure to comply strictly with the provisions of Section 190 of the CBCA (as modified by the Interim Order, the Plan of Arrangement and/or any other order of the Court), and to adhere to the procedures established therein, may result in the loss of all rights thereunder.

If, immediately prior to the Effective Time, the aggregate number of Dissenting Shares or Trigon Shares in respect of which Trigon Shareholders have instituted proceedings to exercise Dissent Rights in connection with the Arrangement, exceeds 5% of the Trigon Shares then outstanding, the Arrangement will not be completed. See "Arrangement Agreement – Conditions to the Arrangement Becoming Effective".

Address for Notice

All notices of dissent to the Arrangement pursuant to Section 190 of the CBCA should be sent, within the time specified, to:

Trigon Metals Inc.

c/o Miller Thomson LLP Scotia Plaza 40 King Street West, Suite 5800 Toronto, Ontario, M5H 3S1

Attention: Mack Hosseinian and Connor Broude

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following is, as of the date of this Circular, a summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to Trigon Shareholders who exchange their Trigon Shares pursuant to the Arrangement, and who at all relevant times, for purposes of the Tax Act (i) hold Trigon Shares, and will hold New Trigon Shares and Spinco Common Shares acquired pursuant to the Arrangement, as capital property, and (ii) deal at "arm's length" and are not "affiliated" (in each case, within the meaning of the Tax Act) with any of Trigon and Spinco (each such Trigon Shareholder, a "Holder").

Trigon Shares, New Trigon Shares and Spinco Common Shares generally will be considered capital property to a Trigon Shareholder for purposes of the Tax Act unless the Trigon Shareholder holds such shares in the course of carrying on a business of buying and selling securities or the Trigon Shareholder has acquired or holds them in a transaction or transactions considered to be an adventure or concern in the nature of trade. In circumstances where Trigon Shares, New Trigon Shares and Spinco Common Shares may not otherwise constitute capital property to a particular holder who is resident in Canada for purposes of the Tax Act, such holder may be entitled to elect that such securities be deemed to be capital property by making an irrevocable election under subsection 39(4) of the Tax Act to deem every "Canadian security" (as defined in the Tax Act) owned by such holder in the taxation year of the election and in each subsequent taxation year to be capital property. Trigon Shareholders contemplating such an election should first consult their own tax advisors.

This summary is based on the current provisions of the Tax Act in force on the date hereof, and counsel's understanding of the current published administrative policies and assessing practices of the Canada Revenue Agency (the "CRA"). The summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Tax Proposals"), and assumes that all Tax Proposals will be enacted in the form proposed. However, there is no certainty that the Tax Proposals will be enacted in the form currently proposed, if at all. The summary does not otherwise take into account or anticipate any changes in law, whether by judicial, governmental or legislative decision or action, or other changes in administrative policies or assessing practices of the CRA, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which legislation or considerations may materially differ from Canadian federal income tax legislation or considerations.

This summary does not apply to Holders which are "financial institutions" for the purposes of the mark-tomarket rules in the Tax Act, "specified financial institutions" or an interest in which would be a "tax shelter" or a "tax shelter investment" or has entered or will enter into a "derivative forward agreement", a "synthetic disposition arrangement" or a "dividend rental arrangement", each as defined in the Tax Act. This summary also does not apply to a Holder that has made a functional currency reporting election pursuant to the Tax Act. In addition, this summary does not address the tax considerations relevant to Holders who acquired their Trigon Shares on the exercise of an employee stock option. Such holders should consult their own tax advisors.

Further, this summary is not applicable to a Holder that is a corporation resident in Canada (or does not deal at arm's length within the meaning of the Tax Act with a corporation resident in Canada that is) or that becomes as part of a transaction or event or series of transactions or events that includes the Arrangement, controlled by a non-resident person, or a group of non-resident persons not dealing with each other at arm's length, for purposes of Section 212.3 of the Tax Act. Any such holder should consult its own tax advisor.

In addition, this summary does not address the Canadian federal income tax considerations applicable to holders of Trigon Options or Trigon Warrants in connection with the Arrangement or in connection with awards under the Corporation's Stock Option Plan. Such holders should consult their own tax advisors.

This summary is of a general nature only and is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be, nor should it be construed to be, legal, business or tax advice or representations to any particular Trigon Shareholder. Accordingly, Trigon Shareholders should consult their own tax advisors with respect to their particular circumstances, including the application and effect of the income and other tax laws of any country, province, state or local tax authority.

For purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of Trigon Shares, New Trigon Shares or Spinco Common Shares, including interest, dividends, ACB and proceeds of disposition must be converted into Canadian dollars based on the relevant exchange rate applicable on the effective date (as determined in accordance with the Tax Act) of the related acquisition, disposition or recognition of income.

Holders Resident in Canada

This part of the summary is generally applicable to Holders, who, for the purposes of the Tax Act and at all relevant times, are resident, or deemed to be resident, in Canada (the "Resident Holders").

The following portion of this summary, other than the portion under the heading "Holders Resident in Canada – Dissenting Resident Holders", applies to Resident Holders that are not Dissenting Shareholders.

Exchange of Trigon Shares for New Trigon Shares and Spinco Common Shares

Resident Holders should not be considered to have disposed of their Trigon Shares on the renaming and redesignation of all of the issued Trigon Shares to Trigon Class A Common Shares under the Plan of Arrangement.

Resident Holders will be considered to have disposed of their Trigon Shares on the exchange of their Trigon Shares for New Trigon Shares and Spinco Common Shares.

The exchange of Trigon Shares for New Trigon Shares and Spinco Common Shares pursuant to the Arrangement is intended to qualify as a tax-deferred reorganization under Section 86 of the Tax Act. Provided the fair market value of the Spinco Common Shares received by holders of Trigon Shares on the exchange does not exceed the aggregate "paid-up capital" (as determined for purposes of the Tax Act) of all of the issued and outstanding Trigon Shares immediately before the exchange, the receipt of the Spinco Common Shares by a Resident Holder on the exchange should not give rise to any deemed dividend to the Resident Holder. Trigon expects that the fair market value of all of the Spinco Common Shares to be received by Trigon Shareholders pursuant to the exchange will be substantially less than the aggregate "paid-up capital" (as determined for purposes of the Tax Act) of all of the issued and outstanding Trigon Shares immediately before such exchange, and that no deemed dividend should therefore arise as a result of the exchange of Trigon Shares for New Trigon Shares and Spinco Common Shares pursuant to the Arrangement.

The cost to a Resident Holder of Spinco Common Shares acquired on the exchange of Trigon Shares for New Trigon Shares and Spinco Common Shares will be equal to the fair market value of the Spinco Common Shares at the time of the exchange. The cost to a Resident Holder of New Trigon Shares acquired on the exchange will be equal to the amount, if any, by which the ACB of the Resident Holder's Trigon Shares immediately before the exchange exceeds the fair market value of the Spinco Common Shares received on the exchange.

Assuming that the fair market value of the Spinco Common Shares received by holders of Trigon Shares upon the exchange of Trigon Shares for New Trigon Shares and Spinco Common Shares pursuant to the Arrangement does not exceed the aggregate "paid-up capital" (as determined for purposes of the Tax Act) of all of the issued and outstanding Trigon Shares immediately before the exchange, a Resident Holder whose Trigon Shares are exchanged for New Trigon Shares and Spinco Common Shares pursuant to the Arrangement will be deemed to have disposed of its Trigon Shares for proceeds of disposition equal to the greater of (i) the ACB to the Resident Holder of its Trigon Shares immediately before the exchange, and (ii) the fair market value, at the time of the exchange, of the Spinco Common Shares received by such Resident Holder. Consequently, a Resident Holder will only realize a capital gain on the exchange if, and to the extent that, the fair market value of the Spinco Common Shares received by such Resident Holder on the exchange exceeds the ACB of such Resident Holder's Trigon Shares immediately before the exchange. See "Holders Resident in Canada ‒ Taxation of Capital Gains and Capital Losses" below for a general description of the treatment of capital gains and capital losses under the Tax Act.

Dividends on Trigon Shares

A Resident Holder who is an individual will be required to include in income for a taxation year any dividends received or deemed to be received on the Resident Holder's Trigon Shares, New Trigon Shares or Spinco Common Shares in such taxation year, and will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit rules applicable to any dividends designated by Trigon or Spinco, as the case may be, as "eligible dividends", as defined in the Tax Act. There may be limitations on the ability of Trigon or Spinco to designate dividends as eligible dividends.

A Resident Holder that is a corporation will be required to include in income for a taxation year any dividend received or deemed to be received on the Resident Holder's Trigon Shares, New Trigon Shares or Spinco Common Shares in such taxation year, but generally will be entitled to deduct an equivalent amount in computing its taxable income to the extent and under the circumstances specified in the Tax Act. In the event that a dividend is deemed to have been received on the exchange of Trigon Shares for New Trigon Shares and Spinco Common Shares under the Arrangement, Resident Holders that are corporations may wish to consult their tax advisors on the tax consequences of the deemed receipt of such a dividend, including the potential application of subsection 55(2) of the Tax Act that may result in a portion or all of such deemed dividend being treated as a capital gain, depending on the circumstances.

A "private corporation" or a "subject corporation" (as defined in the Tax Act) may be liable under Part IV of the Tax Act to pay an additional tax, which may be refundable, of 38⅓% on any dividend that it receives or is deemed to receive on Trigon Shares, New Trigon Shares or Spinco Common Shares to the extent that the dividend is deductible in computing the corporation's taxable income.

Disposition of New Trigon Shares and Spinco Common Shares

A Resident Holder that disposes or is deemed to dispose of a New Trigon Share or a Spinco Common Share in a taxation year generally will realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition of the New Trigon Share or Spinco Common Share, as the case may be, exceed (or are less than) the sum of the Resident Holder's ACB of such New Trigon Share or Spinco Common Share, as the case may be, determined immediately before the disposition and any reasonable costs of disposition. See "Taxation of Capital Gains and Capital Losses" below.

Taxation of Capital Gains and Capital Losses

Generally, a Resident Holder will be required to include in computing the Resident Holder's income for a taxation year one-half of the amount of any capital gain (a "taxable capital gain") realized by the Resident Holder in that year. A Resident Holder will generally be entitled to deduct one-half of the amount of any capital loss (an "allowable capital loss") realized in a taxation year from taxable capital gains realized by the Resident Holder in that year. Allowable capital losses in excess of taxable capital gains for a taxation year may be carried back to any of the three preceding taxation years or carried forward to any subsequent taxation year and deducted against net taxable capital gains realized in such years to the extent and under the circumstances specified in the Tax Act.

Where a Resident Holder is a corporation, the amount of any capital loss arising on a disposition or deemed disposition of any New Trigon Share or Spinco Common Share, as the case may be, may be reduced by the amount of dividends received or deemed to have been received by it on such New Trigon Share or Spinco Common Share, as the case may be, to the extent and under the circumstances described in the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns New Trigon Shares or Spinco Common Shares, as the case may be, or where a trust or partnership of which a corporation is a beneficiary or a member is a member of a partnership or a beneficiary of a trust that owns such securities.

A Resident Holder that is a "Canadian-controlled private corporation" (as defined in the Tax Act) may be required to pay an additional tax of 10⅔%, which may be refundable, on certain investment income, which includes taxable capital gains.

Minimum Tax

A Resident Holder who is an individual (including certain trusts) is subject to minimum tax under the Tax Act. This tax is computed by reference to adjusted taxable income. Eighty percent of capital gains (net of capital losses) and the actual amount of taxable dividends (not including any gross-up) are included in determining the adjusted taxable income of an individual. Any additional tax payable by an individual under the minimum tax provisions may be carried forward and applied against certain tax otherwise payable in any of the seven immediately following taxation years, to the extent specified by the Tax Act.

Dissenting Resident Holders

The following portion of this summary is generally applicable to a Resident Holder that is a Dissenting Shareholder (a "Dissenting Resident Holder").

A Dissenting Resident Holder who, as a result of the exercise of Dissent Rights, is entitled to be paid the fair value of their Trigon Shares by Trigon will be deemed to have received a taxable dividend in the taxation year of payment equal to the amount, if any, by which such payment (other than that portion that is in respect of interest, if any, awarded by the Court) exceeds the "paid-up capital" (determined for purposes of the Tax Act) attributable to such Dissenting Resident Holder's Trigon Shares immediately before their surrender to Trigon pursuant to the Arrangement. The tax consequences described above under the heading "Holders Resident in Canada – Dividends on Trigon Shares" will generally apply with respect to any such deemed dividend.

In addition, a Dissenting Resident Holder will be considered to have disposed of such Trigon Shares for proceeds of disposition equal to the payment received (other than that portion that is in respect of interest, if any, awarded by the Court), less the amount of any deemed dividend arising on the surrender of such shares as described above. The Dissenting Resident Holder will, in general, realize a capital gain (or a capital loss) equal to the amount by which such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the ACB to such holder of the Trigon Shares immediately before their surrender to Trigon pursuant to the Arrangement. Any such capital gain or capital loss will be subject to the same tax treatment as described above under the heading "Holders Resident in Canada – Taxation of Capital Gains and Capital Losses".

Interest, if any, awarded by the Court to a Dissenting Resident Holder will be included in the Dissenting Resident Holder's income for the purposes of the Tax Act.

Dissenting Resident Holders should consult their own tax advisors with respect to the tax implications to them of the exercise of Dissent Rights.

Eligibility for Investment

The New Trigon Shares and the Spinco Common Shares to be issued pursuant to the Arrangement would, if issued on the date of this Circular, be "qualified investments" under the Tax Act for trusts governed by a registered retirement savings plan ("RRSP"), a registered retirement income fund ("RRIF"), a deferred profit sharing plan, a registered education savings plan ("RESP"), a registered disability savings plan ("RDSP") and a tax-free savings account ("TFSA") (collectively, the "Registered Plans"), each as defined in the Tax Act, provided that, at such time, such New Trigon Shares and Spinco Common Shares are listed on a "designated stock exchange" as defined in the Tax Act, or Trigon or Spinco, as the case may be, is a "public corporation" as defined in the Tax Act. If the Spinco Common Shares are not listed on a designated stock exchange at the time they are issued pursuant to the Arrangement, but such Spinco Common Shares become listed on a designated stock exchange in Canada before the due date for Spinco's first income tax return and Spinco makes the appropriate election under the Tax Act in that return, such Spinco Common Shares will be considered qualified investments for Registered Plans from the date of issuance.

If the Spinco Common Shares are not listed on a designated stock exchange before the due date for Spinco's first income tax return or if Spinco does not otherwise satisfy the conditions in the Tax Act to be a "public corporation", the Spinco Common Shares will not be considered to be a qualified investment for a Registered Plan from their date of issue. Where a Registered Plan acquires a Spinco Common Share in circumstances where the Spinco Common Share is not a qualified investment under the Tax Act for the Registered Plan, adverse tax consequences may arise for the Registered Plan and the annuitant under or the subscriber or holder (the "Controlling Individual") of the Registered Plan, including that the Registered Plan may become subject to penalty taxes, the annuitant of such Registered Plan may be deemed to have received income therefrom or be subject to a penalty tax or, in the case of a RESP, such plan may have its tax exempt status revoked.

Notwithstanding that the New Trigon Shares and the Spinco Common Shares may be a qualified investment for a Registered Plan, the Controlling Individual of a RRSP, RRIF, RESP, RDSP or TFSA, as the case may be, will be subject to a penalty tax if such securities are "prohibited investments" for purposes of the Tax Act for the RRSP, RRIF, RESP, RDSP or TFSA, as the case may be. The New Trigon Shares and/or Spinco Common Shares, as the case may be will not generally be prohibited investments for a RRSP, RRIF, RESP, RDSP or TFSA if the Controlling Individual deals at arm's length with Trigon and/or Spinco, as the case may be, for the purposes of the Tax Act, and does not have a "significant interest" (as defined in the Tax Act) in Trigon and/or Spinco, as the case may be. In addition, New Trigon Shares and/or Spinco Common Shares, as the case may be, will generally not be prohibited investments if such securities are "excluded property" as defined in the Tax Act. Trigon Shareholders should consult their own tax advisors as to whether New Trigon Shares and/or Spinco Common Shares will be prohibited investments in their particular circumstances, including with respect to whether the New Trigon Shares and/or the Spinco Common Shares, as the case may be, would be "excluded property", as defined in the Tax Act.

Holders Not Resident in Canada

This part of the summary is generally applicable to Holders, who, at all relevant times, for purposes of the Tax Act, have not been and will not be resident or deemed to be resident in Canada at any time while they have held or will hold Trigon Shares, New Trigon Shares or Spinco Common Shares, and who do not use or hold, will not use or hold and are not and will not be, deemed to use or hold such Trigon Shares, New Trigon Shares or Spinco Common Shares, in carrying on a business in Canada (the "Non-Resident Holders"). Special rules, which are not discussed in this summary, may apply to a non-resident that is an insurer carrying on business in Canada and elsewhere or that is an "authorized foreign bank" (as defined in the Tax Act).

The following portion of this summary, other than the portion under the heading "Holders Not Resident in Canada – Dissenting Non-Resident Holders", applies to Non-Resident Holders that are not Dissenting Shareholders.

Exchange of Trigon Shares for New Trigon Shares and Spinco Common Shares

Non-Resident Holders should not be considered to have disposed of their Trigon Shares on the renaming and redesignation of all of the issued Trigon Shares to Trigon Class A Common Shares under the Plan of Arrangement.

The exchange of Trigon Shares for New Trigon Shares and Spinco Common Shares pursuant to the Arrangement is intended to qualify as a tax-deferred reorganization pursuant to Section 86 of the Tax Act. The discussion above under the heading "Holders Resident in Canada – Exchange of Trigon Shares for New Trigon Shares and Spinco Common Shares" with respect to the deemed dividend potentially resulting from the receipt of Spinco Common Shares by a Resident Holder applies equally to a Non-Resident Holder. As noted in the above discussion, Trigon does not expect to be deemed to have paid a dividend as a result of the exchange of Trigon Shares for New Trigon Shares and Spinco Common Shares pursuant to the Arrangement.

Assuming that the fair market value of the Spinco Common Shares distributed to holders of Trigon Shares upon the exchange of Trigon Shares for New Trigon Shares and Spinco Common Shares pursuant to the Arrangement does not exceed the aggregate "paid-up capital" (as determined for purposes of the Tax Act) of all of the issued and outstanding Trigon Shares immediately before the exchange, a Non-Resident Holder whose Trigon Shares are exchanged for New Trigon Shares and Spinco Common Shares pursuant to the Arrangement will be deemed to have disposed of its Trigon Shares for proceeds of disposition equal to the greater of (i) the ACB to the Non-Resident Holder of its Trigon Shares immediately before the exchange, and (ii) the fair market value, at the time of the exchange, of the Spinco Common Shares received by such Non-Resident Holder. Consequently, a Non-Resident Holder will only realize a capital gain on the exchange if, and to the extent that, the fair market value of the Spinco Common Shares received by such Non-Resident Holder on the exchange exceeds the ACB of such Resident Holder's Trigon Shares immediately before the exchange.

The cost to a Non-Resident Holder of Spinco Common Shares acquired on the exchange of Trigon Shares for New Trigon Shares and Spinco Common Shares will be equal to the fair market value of the Spinco Common Shares at the time of the exchange. The cost to a Non-Resident Holder of New Trigon Shares acquired on the exchange will be equal to the amount, if any, by which the ACB of the Non-Resident Holder's Trigon Shares immediately before the exchange exceeds the fair market value of the Spinco Common Shares received on the exchange. A Non-Resident Holder who participates in the Arrangement will not be subject to tax under the Tax Act on any capital gain realized on the exchange of Trigon Shares for New Trigon Shares and Spinco Common Shares, provided that the Trigon Shares are not "taxable Canadian property" (as defined in the Tax Act), as discussed below, to the Non-Resident Holder at the time of the exchange or an applicable income tax treaty or convention exempts the capital gain from tax under the Tax Act.

Trigon Shares will generally not constitute taxable Canadian property of a Non-Resident Holder at the time of disposition, if the Trigon Shares are listed on a designated stock exchange, as defined in the Tax Act, which includes the TSXV, at the Effective Time unless at any time during the 60-month period immediately preceding the disposition, both the following conditions are satisfied concurrently:(i) (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm's length, (c) partnerships in which the Non-Resident Holder or a person with whom the Non-Resident Holder did not deal at arm's length holds a membership interest, directly or indirectly, through one or more partnerships, or (d) any combination of the persons and partnerships described in (a) through (c), owned or was considered to own 25% or more of the issued Trigon Shares or of any class of the capital stock of Trigon, and (ii) more than 50% of the fair market value of the Trigon Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, "Canadian resource properties", "timber resource properties" (each as defined in the Tax Act), and options in respect of, or interests in, or for civil law rights in, any such properties (whether or not such property exists). Trigon Shares may also be deemed to be "taxable Canadian property" pursuant to the Tax Act.

Even if the Trigon Shares are taxable Canadian property of a Non-Resident Holder, such Non-Resident Holder may be exempt from tax under the Tax Act on the disposition of such Trigon Shares by virtue of an applicable income tax treaty or convention. In cases where a Non-Resident Holder disposes, or is deemed to dispose, of a Trigon Share that is taxable Canadian property of that Non-Resident Holder, and the Non-Resident Holder is not entitled to an exemption from tax under the Tax Act or pursuant to the terms of an applicable income tax treaty or convention, the consequences under the heading "Holders Resident in Canada – Taxation of Capital Gains and Capital Losses" will generally be applicable to such disposition. Non-Resident Holders who may hold Trigon Shares as taxable Canadian property should consult their own tax advisors.

Dividends on Trigon Shares

Dividends paid or credited, or deemed to be paid or credited, on a Non-Resident Holder's Trigon Shares, New Trigon Shares or Spinco Common Shares will be subject to withholding tax under Part XIII of the Tax Act at a rate of 25%, unless the rate is reduced under the provisions of an applicable income tax treaty or convention. In the case of a Non-Resident Holder who is the beneficial owner of dividends and is a resident of the United States for purposes of the US Treaty and who is entitled to the benefits of the US Treaty, the rate of withholding will generally be reduced to 15%.

If Trigon determines that a deemed dividend arose as a consequence of the Arrangement, Trigon will be entitled to deduct and withhold from any consideration payable or otherwise deliverable to a Non-Resident Holder (including the Spinco Common Shares) 25%, subject to reduction under the provisions of an applicable income tax treaty or convention, of the deemed dividend under Part XIII of the Tax Act. To the extent that Trigon is required to deduct and withhold from consideration that is not cash, including the Spinco Common Shares, Trigon will take such actions as may be reasonably necessary in order to meet Trigon's withholding tax obligations arising as a result of any deemed dividend to Non-Resident Holders. Non-Resident Holders may be subject to additional tax consequences in Canada as a result of any such actions taken by Trigon to meet its withholding obligations under the Tax Act.

Dissenting Non-Resident Holders

The following portion of this summary applies to a Non-Resident Holder that is a Dissenting Shareholder (a "Dissenting Non-Resident Holder").

A Dissenting Non-Resident Holder who, as a result of the exercise of Dissent Rights, is entitled to be paid the fair value of their Trigon Shares by Trigon will be deemed to have received a taxable dividend in the taxation year of payment equal to the amount, if any, by which such payment (other than that portion that is in respect of interest, if any, awarded by the Court) exceeds the "paid-up capital" (determined for purposes of the Tax Act) attributable to such Dissenting Non-Resident Holder's Trigon Shares immediately before their surrender to Trigon pursuant to the Arrangement. Any such deemed dividend will be subject to Canadian withholding at the same rate as described above under the heading "Holders Not Resident in Canada – Dividends on Trigon Shares" with respect to dividends on New Trigon Shares and Spinco Common Shares.

In addition, a Dissenting Non-Resident Holder will be considered to have disposed of such Trigon Shares for proceeds of disposition equal to the payment received (other than that portion that is in respect of interest, if any, awarded by the Court), less the amount of any deemed dividend arising on the surrender of such shares as described above. A Dissenting Non-Resident Holder will, in general, realize a capital gain (or a capital loss) equal to the amount by which such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the ACB to such holder of the Trigon Shares immediately before their surrender to Trigon pursuant to the Arrangement. A Non-Resident Dissenting Holder will not be subject to tax under the Tax Act on any capital gain realized on the disposition of its Trigon Shares unless such Trigon Shares are "taxable Canadian property" of the Non-Resident Holder and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention, as discussed above under the headings "Holders Not Resident in Canada – Exchange of Trigon Shares for New Trigon Shares and Spinco Common Shares".

Interest, if any, awarded by the Court to a Dissenting Non-Resident Holder will not be subject to Canadian withholding tax. Dissenting Non-Resident Holders should consult their own tax advisors with respect to the tax implications to them of the exercise of their Dissent Rights.

UNITED STATES TAX CONSIDERATIONS

Each U.S. Holder of Trigon Shares should consult its own tax advisor as to the particular tax consequences to it of the receipt of Spinco Common Shares pursuant to the Arrangement and the ownership and disposition of the Spinco Common Shares received, including the effects of applicable U.S. federal, state and local tax laws and non-U.S. tax laws and possible changes in tax laws.

THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO SECURITYHOLDERS WITH RESPECT TO THE DISPOSITION OF THOSE SECURITIES PURSUANT TO THE ARRANGEMENT OR THE OWNERSHIP AND DISPOSITION OF THOSE SECURITIES RECEIVED PURSUANT TO THE ARRANGEMENT. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR PARTICULAR CIRCUMSTANCES.

CORPORATE GOVERNANCE

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

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, by way of the Corporate Governance Committee, 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 Corporate Governance Committee reviews the quantum of compensation received by each director from the Corporation in capacities other than their capacity as a director.

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.

A copy of the Code and other corporate governance policies may be found under the profile of the Corporation on SEDAR+ at www.sedarplus.ca or upon request to the Corporation by contacting the Communications Manager of the Corporation by email at [email protected] 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 seven members, six members of whom the Board has determined are independent. Mr. Richardson is not considered independent because he is the Chief Executive Officer of the Corporation.

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

· 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 CEO of the Corporation, are not present for the discussion and determination of certain matters at meetings of the Board unless required;
· each of the Audit, Compensation and Corporate Governance 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 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, the Compensation Committee and the Corporate Governance 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 Trigon 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, Trigon 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.

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, by way of the Corporate Governance Committee, is responsible for identifying new candidates for nomination to the Board. The process by which candidates are identified is through recommendations presented to the Board by the Corporate Governance Committee, 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 annual basis by the Corporate Governance Committee 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. The Corporate Governance Committee is responsible for establishing procedures and approving appropriate orientation and education programs for new members of the Board. 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 date of this Circular, the Board has the following standing committees:

· Audit Committee
· Compensation Committee
· Corporate Governance Committee

All of the committees are comprised of directors, the majority of which 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 (the "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 independent auditors; and (d) the performance of the independent auditors and the Corporation's internal audit function. Please see Schedule "J" for the Audit Committee Charter.

The Audit Committee is comprised of five directors: Dr. David Shaw, Larisa Sprott, Jed Richardson, Daye Kaba and Gabriel Ollivier. As required by applicable securities laws, each member of the Audit Committee is financially literate. Additionally, each member of the Audit Committee is independent, other than Jed Richardson, as disclosed further in this Circular. Please refer to "Director Profiles" above 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 National Instrument 52-110 Audit Committees ("NI 52-110"); or (b) an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions) of NI 52-110. As the Corporation is listed on the TSXV, it is relying on the exemption provided in Section 6.1 of NI 52-110.

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 "Appointment of Auditors" above for the fees paid to external auditors in 2022 and 2023.

The Audit Committee Charter is attached hereto as Schedule "J".

Compensation Committee

The compensation committee of the Corporation (the "Compensation Committee") is comprised of Larisa Sprott and Daye Kaba. Ms. Sprott and Mr. Kaba are independent. Please refer to "Director Profiles" above 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.

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".

Corporate Governance Committee

The corporate governance and nominating committee of the Corporation (the "Corporate Governance Committee") is comprised of Larisa Sprott, Daye Kaba and Dr. David Shaw. Ms. Sprott, Mr. Kaba and Dr. Shaw are independent. Please refer to "Director Profiles" above for the relevant education and experience of each of the members of the Corporate Governance Committee.

The Corporate Governance Committee is established by the Board to, among other things, ensure that the Board is comprised of an appropriate number of independent directors, facilitate the independent functioning of the Board, annually review performance and qualification of directors, annually assess the effectiveness of the Board and each individual director, suggest changes to Trigon's governance practices, establish procedures to identify nominees for election to the Board, as well as orient and educate new members of the Board.

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

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, 2023, the objectives of the Corporation's compensation strategy were 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 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 no performance based bonuses to any Named Executive Officers during the financial year ended March 31, 2023.

Indebtedness of Directors and Officers

As at the date of this Circular, and during the financial year ended March 31, 2023, 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, 2023, 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\$5,000,000 in coverage. The approximate amount of premiums paid by the Corporation during the financial year ended March 31, 2023 in respect of such insurance was US\$38,000.

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 Chief Executive Officer ("CEO") of the Corporation and Chief Financial Officer ("CFO") of the Corporation (collectively, the "Named Executive Officers") and each of the directors of the Corporation. The CEO and CFO 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		Salary, consulting fee, retainer or commission	Bonus	Committee or	Value of perquisites	Value of all other compensation	Total compensation
position	Year	(\$)	(\$)	meeting fees (\$)	(\$)	(\$)	(\$)
Jed Richardson, Chief Executive	2023	300,000	Nil	Nil	Nil	Nil	300,000
Officer and Executive Chairman(1)(2)	2022	300,000	98,333	Nil	Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil Nil	398,333
Deborah Battiston,	2023	Nil	Nil	Nil			Nil
Former Chief Financial Officer(3)	2022	45,000	Nil	Nil			45,000
Paul Bozoki,	2023	120,000	Nil	Nil			120,000
Chief Financial Officer(3)	2022	40,000	Nil	Nil			40,000
Larisa Sprott, Director(4)	2023	Nil	Nil	Nil			Nil
	2022	Nil	Nil	Nil			Nil
Dr. David Shaw,	2023	Nil	Nil	Nil			Nil
Director(5)	2022	Nil	Nil	Nil			Nil
Daye Kaba,	2023	Nil	Nil	Nil			Nil
Director(6)	2022	Nil	Nil	Nil			Nil
Gabriel Ollivier, Director(7)	2023	Nil	Nil	Nil	Nil	Nil	Nil
	2022	Nil	Nil	Nil	Nil	Nil	Nil
Mohammed Benharref,	2023	120,000	Nil	Nil	Nil	Nil	120,000
Director(8)	2022	120,000	Nil	Nil	Nil	Nil	120,000
Grant Sboros, Director(9)	2023	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 as 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. Mr. Richardson was appointed as Executive Chairman of the Board on November 29, 2023.

(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) Dr. 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.

(9) Mr. Sboros was appointed to the Board on November 29, 2023.

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
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, Chief Executive Officer and Executive Chairman(1)	Nil	Nil	N/A	N/A	N/A	N/A	N/A
Deborah Battiston, Former Chief Financial Officer(2)	Nil	Nil	N/A	N/A	N/A	N/A	N/A
Paul Bozoki, Chief Financial Officer(2)	Nil	Nil	N/A	N/A	N/A	N/A	N/A
Larisa Sprott, Director(3)	Nil	Nil	N/A	N/A	N/A	N/A	N/A
David Shaw, Director(4)	Nil	Nil	N/A	N/A	N/A	N/A	N/A
Daye Kaba, Director(5)	Nil	Nil	N/A	N/A	N/A	N/A	N/A
Gabriel Ollivier, Director(6)	Nil	Nil	N/A	N/A	N/A	N/A	N/A
Mohammed Benharref, Director(7)	Stock Options	750,000(8)	Aug 26, 2022	0.15	0.165	0.18	Aug 26, 2027
Grant Sboros, Director(9) Notes:	Nil	Nil	N/A	N/A	N/A	N/A	N/A

(1) As at March 31, 2023, Mr. Richardson held 100,000 stock options with a strike price of \$0.20 and expiring on June 6, 2023, 500,000 stock options with a strike price of \$0.18 and expiring on October 21, 2024 and 250,000 stock options with a strike price of \$0.34 and expiring on February 21, 2027.

(2) Ms. Battiston resigned as Chief Financial Officer on December 29, 2021 and was replaced by Paul Bozoki. As at March 31, 2023, Mr. Bozoki held 200,000 stock options with a strike price of \$0.34 and expiring on February 21, 2027.

(3) As at March 31, 2023, Ms. Sprott held 350,000 stock options with a strike price of \$0.18 and expiring on October 21, 2024 and 200,000 stock options with a strike price of \$0.34 and expiring on February 21, 2027.

(4) As at March 31, 2023, Dr. Shaw held 350,000 stock options with a strike price of \$0.18 and expiring on October 21, 2024 and 200,000 stock options with a strike price of \$0.34 and expiring on February 21, 2027.

(5) As at March 31, 2023, Mr. Kaba held 350,000 stock options with a strike price of \$0.18 and expiring on October 21, 2024 and 200,000 stock options with a strike price of \$0.34 and expiring on February 21, 2027.

(6) As at March 31, 2023, Mr. Ollivier held 350,000 stock options with a strike price of \$0.34 and expiring on February 21, 2027.

(7) As at March 31, 2023, Mr. Benharref held 100,000 stock options with a strike price of \$0.34 and expiring on February 21, 2027 and 750,000 stock options with a strike price of \$0.15 and expiring on August 26, 2027.

(8) Exercisable into 750,000 Trigon Shares being approximately 0.43% of the outstanding Trigon Shares as at March 31, 2023.
(9) Mr. Sboros was appointed to the Board on November 29, 2023 and does not hold any securities of the Corporation.

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 "Particulars of Matters to be Acted Upon – Approval of 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, 2023.

	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, 2023
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by securityholders	9,110,000	0.15	8,382,781
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
TOTAL	9,110,000	0.15	8,382,781

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.

Name	Monthly Fees (\$)	Severance on Termination	Severance on Change of Control
Jed Richardson Chief Executive Officer	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

Notes:

(1) For the purpose of the agreements set forth above, "Change of 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 Chief Executive Officer	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

Interest of Informed Persons in Material Transactions

Other than as set out in this Circular, no person who has been a director or executive officer of the Corporation, nor any proposed nominee for director of the Corporation, 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 Corporation's last completed financial year or proposed transaction which has materially affected or would materially affect the Corporation or its subsidiaries.

Interest of Experts

To the best of Trigon's knowledge, as at the date hereof Beacon, which has prepared the Fairness Opinion, the summary of which is included in this Circular, or any director, officer, employee or partner thereof, have not received a direct or indirect interest in a property of Trigon or Spinco or any associate or affiliate thereof except as disclosed herein.

McGovern Hurley LLP is the auditor of Trigon, located at 251 Consumers Road, Suite 800, Toronto, ON M2J 4R3. McGovern Hurley LLP have confirmed that they are (i) independent with respect to Trigon within the meaning of the CPA Code of Professional Conduct of the Chartered Professional Accountants of Ontario, and (ii) an independent registered public accounting firm with respect to Trigon within the meaning of the U.S. Securities Act, the applicable rules and regulations adopted thereunder by the SEC and the Public Company Accounting Oversight Board (United States).

None of the aforementioned persons nor any directors, officers, employees and partners, as applicable, of each of the aforementioned companies and partnerships, is currently expected to be elected, appointed or employed as a director, officer or employee of Trigon or Spinco or any associate or affiliate of Trigon or Spinco.

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.sedarplus.ca. 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, 2023, which are incorporated by reference in this Circular and can be found under the profile of the Corporation on SEDAR+. Trigon Shareholders may also request these documents from the Corporation's CEO by email at [email protected] or by telephone at (416) 566-8134.

Board of Directors Approval

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

BY ORDER OF THE BOARD OF DIRECTORS

"Jed Richardson"

Chief Executive Officer and Executive Chairman

Toronto, Ontario March 11, 2024

SCHEDULE "A"

ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE TRIGON SHAREHOLDERS THAT:

1. The arrangement (the "Arrangement") under Section 192 of the Canada Business Corporations Act (the "CBCA") involving Trigon Metals Inc., a corporation incorporated pursuant to the federal laws of Canada ("Trigon"), its shareholders and Safi Silver Corp., a corporation incorporated pursuant to the provincial laws of Ontario ("Spinco"), all as more particularly described and set forth in the management information circular (the "Information Circular") of Trigon dated March 11, 2024 accompanying the notice of meeting (as the Arrangement may be, or may have been, modified or amended in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement, each as defined below), be and is hereby authorized, approved and adopted.
1. The plan of arrangement (the "Plan of Arrangement"), implementing the Arrangement, the full text of which is appended to the Information Circular (as the Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms), be and is hereby authorized, approved and adopted.
1. The arrangement agreement (the "Arrangement Agreement") between Trigon and Spinco dated February 14, 2024 and all the transactions contemplated therein, the actions of the directors of Trigon in approving the Arrangement and the actions of the directors and officers of Trigon in executing and delivering the Arrangement Agreement and any amendments thereto, be and are hereby confirmed, ratified, authorized and approved.
1. Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed to) by the shareholders of Trigon or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List), the directors of Trigon be and are hereby authorized and empowered, without further notice to, or approval of, the shareholders of Trigon:
(a) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; and
(b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement at any time prior to the Effective Time (as defined in the Arrangement Agreement).
1. Any one director or officer of Trigon be and is hereby authorized and directed, for and on behalf and in the name of Trigon, to execute and deliver, whether under the corporate seal of Trigon or otherwise, all such deeds, instruments, assurances, agreements, forms, waivers, notices, certificates, confirmations and other documents and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:
(a) all actions required to be taken by or on behalf of Trigon, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and
(b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by Trigon;

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

SCHEDULE "B" PLAN OF ARRANGEMENT

(see attached)

EXHIBIT "A"

PLAN OF ARRANGEMENT

UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions. In this Exhibit "A" Plan of Arrangement, the following capitalized words and terms will have the following meanings:
(a) "Arrangement" means the arrangement pursuant to the Arrangement Provisions as contemplated by the provisions of this Agreement and the Plan of Arrangement;
(b) "Arrangement Agreement" means the arrangement agreement dated February 14, 2024, between Trigon and Spinco, to which this Exhibit "A" – Plan of Arrangement is attached, as such may be supplemented or amended from time to time;
(c) "Arrangement Provisions" means Section 192 of the CBCA;
(d) "Arrangement Resolution" means the special resolution of the Trigon Shareholders to approve the Arrangement, as required by the Interim Order, in substantially the form as set out in Schedule "A" attached to the Plan of Arrangement;
(e) "Articles of Arrangement" means the articles of arrangement of Trigon in respect of the Arrangement, required by the CBCA to be sent to the CBCA Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and with content satisfactory to Trigon and Spinco;
(f) "Business Day" means a day which is not a Saturday, Sunday or statutory holiday in the City of Toronto, Ontario;
(g) "CBCA" means the Canada Business Corporations Act, R.S.C., 1985, c. C-44, as amended;
(h) "Court" means the Ontario Superior Court of Justice (Commercial List);
(i) "Depositary" means TSX Trust Company, or such other depositary as Trigon may determine;
(j) "Dissent Procedures" means the rules pertaining to the exercise of Dissent Rights as set forth in Section 190 of the CBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order;
(k) "Dissent Rights" means the right of a registered Trigon Shareholder as at the Record Date to dissent from the Arrangement Resolution pursuant to, and in the manner set forth in, Section 190 of the CBCA, as the same may be modified by the Interim Order and the Final Order and to be paid the fair value of the Trigon Shares in respect of which the holder has validly exercised dissent rights;
(l) "Dissenting Share" has the meaning given in Section 3.1(b) of this Plan of Arrangement;
(m) "Dissenting Shareholder" means a registered Trigon Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights in respect of the Arrangement Resolution in strict compliance with the Dissent Procedures and whose Dissent Rights remain valid immediately prior to the Effective Time, but only in respect of the Trigon Shares in respect of which Dissent Rights are validly exercised by such registered Trigon Shareholder;
(n) "Effective Date" means the date of certification of the Articles of Arrangement by the CBCA Director in accordance with section 192(8) of the CBCA;
(o) "Effective Time" means 12:01 a.m. (Toronto time) on the Effective Date or such other time on the Effective Date as agreed to in writing by Trigon and Spinco;
(p) "Encumbrance" means any lien, charge, claim, adverse interest, security interest, third party right or encumbrance of any kind or nature;
(q) "Final Order" means the final order of the Court, after being informed of the intention to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to the New Trigon Shares and Spinco Common Shares issued pursuant to the Arrangement, approving the Arrangement, as such order may be amended by the Court at any time prior to the Effective Date;
(r) "Final Proscription Date" has the meaning given in Section 6.4 of this Plan of Arrangement;
(s) "IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee;
(t) "Information Circular" means the management information circular of Trigon, including all appendices attached thereto, to be sent to the Trigon Shareholders in connection with the Trigon Meeting, together with any amendments or supplements thereto;
(u) "Interim Order" means the interim order of the Court, after being informed of the intention to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to the New Trigon Shares and Spinco Common Shares issued pursuant to the Arrangement, containing declarations and directions in connection with the Arrangement and the holding of the Trigon Meeting, as such order may be affirmed, amended or modified by any court of competent jurisdiction;
(v) "Letter of Transmittal" means the letter of transmittal in respect of the Arrangement to be sent to Trigon Shareholders together with the Information Circular;
(w) "New Trigon Shares" has the meaning set out in Section 3.1(c) of this Plan of Arrangement;
(x) "Plan of Arrangement" means this plan of arrangement as the same may be amended or supplemented from time to time;
(y) "Pre-Arrangement Consolidation" means the proposed consolidation of Trigon Shares on the basis of one (1) post-consolidation Trigon Share for each five (5) pre-consolidation Trigon Shares or such other ratio as determined by the Trigon Board, which consolidation is expected to be completed prior to the Effective Date;
(z) "Section 3(a)(10) Exemption" means the exemption from the registration requirements of the U.S. Securities Act set forth in section 3(a)(10) of the U.S. Securities Act;
(aa) "Share Distribution Record Date" means the close of business on the Business Day immediately preceding the Effective Date or such other date determined by Trigon for the purpose of determining the Trigon Shareholders entitled to receive New Trigon Shares and Spinco Common Shares pursuant to this Plan of Arrangement or such other date as the Trigon Board may select;
(bb) "Spinco" means Safi Silver Corp.;
(cc) "Spinco Class A Shares" means Class A common shares in the capital of Spinco;
(dd) "Spinco Common Shares" means common shares in the capital of Spinco;
(ee) "Tax Act" means the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.) c.1, as amended;
(ff) "Transfer Agent" means TSX Trust Company, the registrar and transfer agent of Trigon and Spinco;
(gg) "Trigon" means Trigon Metals Inc., a corporation existing under the CBCA;
(hh) "Trigon Board" means the board of directors of Trigon;
(ii) "Trigon Class A Common Shares" has the meaning set out in Section 3.1(c) of this Plan of Arrangement;
(jj) "Trigon Meeting" means the special meeting of the Trigon Shareholders and any adjournments thereof to be held to, among other things, consider and, if deemed advisable, pass the Arrangement Resolution and such further or other business as may properly come before the Trigon Meeting;
(kk) "Trigon Optionee" means a holder of Trigon Options and/or Trigon Replacement Options, as the context requires;
(ll) "Trigon Options" means the options of Trigon, each entitling the holder to acquire one Trigon Share at the applicable exercise price;
(mm) "Trigon Replacement Option" means an option to acquire a New Trigon Share to be issued by Trigon to a holder of a Trigon Option pursuant to Section 3.1(d) of this Plan of Arrangement;
(nn) "Trigon Shareholder" means a holder of Trigon Shares, Trigon Class A Common Shares or New Trigon Shares, as the context requires;
(oo) "Trigon Shares" means the common shares in the capital of Trigon as the same are constituted immediately before the Effective Time;
(pp) "Trigon Warrant Certificates" means the warrant certificates representing the Trigon Warrants;
(qq) "Trigon Warrant Indentures" means the warrant indentures governing the Trigon Warrants.
(rr) "Trigon Warrantholder" means holders of the Trigon Warrants;
(ss) "Trigon Warrants" means the share purchase warrants of Trigon exercisable to acquire Trigon Shares that are outstanding immediately prior to the Effective Time;
(tt) "TSXV" means the TSX Venture Exchange; and
(uu) "U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder.
1.2 Interpretation Not Affected by Headings. The division of this Plan of Arrangement into articles, sections and subsections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Plan of Arrangement. Unless otherwise specifically indicated, the terms "this Plan of Arrangement", "hereof", "hereunder" and similar expressions refer to this Plan of Arrangement as a whole and not to any particular article, section or subsection and include any agreement or instrument supplementary or ancillary hereto.
1.3 Number and Gender. Unless the context otherwise requires, words importing the singular number only will include the plural and vice versa, words importing the use of either gender will include both genders and neuter and words importing persons will include firms and corporations.
1.4 Meaning. Words and phrases used herein and defined in the CBCA will have the same meaning herein as in the CBCA, unless the context otherwise requires.
1.5 Date for any Action. If any date on which any action is required to be taken under this Plan of Arrangement is not a Business Day, such action will be required to be taken on the next succeeding BusinessDay.
1.6 Currency. All amounts of money which are referred to in this Plan of Arrangement are expressed in lawful money of Canada.
1.7 Accounting Matters. Unless otherwise stated, all accounting terms used in this Plan of Arrangement will have the meanings attributable thereto under IFRS, as applicable and all determinations of an accounting nature that are required to be made will be made in a manner consistent with IFRS.
1.8 Reference to Legislation. References in this Plan of Arrangement to any statute or sections thereof will include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect.
1.9 Reference to Agreements and Instruments. References in this Plan of Arrangement to any other agreement, instrument or other document will include such agreement, instrument or other document as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.
1.10 Governing Law; Submission to Jurisdiction. This Plan of Arrangement will be governed by and be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to the principles of conflict of laws thereof. All disputes relating in any way to this Plan of Arrangement will be resolved by the Courts of Ontario. The parties expressly waive any objection based on personal jurisdiction, venue or forum non conveniens.
1.11 Schedules. Schedule "A" The Arrangement Resolution attached hereto is incorporated into and forms an integral part of this Plan of Arrangement.

ARTICLE 2 ARRANGEMENT AGREEMENT

2.1 Arrangement Agreement. This Plan of Arrangement is made pursuant and subject to the provisions of the Arrangement Agreement.

ARTICLE 3

THE ARRANGEMENT

3.1 The Arrangement. On the Effective Date, the following will occur and be deemed to occur in the following chronological order (unless explicitly stated otherwise) without further act or formality, notwithstanding anything contained in the provisions attaching to any of the parties hereto, but subject to the provisions of Article 7 below:
(a) each issued and outstanding Spinco Class A Share shall be surrendered and transferred by Trigon (free and clear of any Encumbrances) in exchange for, as the sole consideration therefor, one Spinco Common Share on a one-for-one basis in accordance with the Arrangement Agreement;
(b) each Trigon Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a "Dissenting Share") will be directly transferred and assigned by such Dissenting Shareholder to Trigon, without any further act or formality and free and clear of any Encumbrance, and:
- (i) such Trigon Share will be cancelled and cease to be outstanding;
- (ii) such Dissenting Shareholder's name shall be removed from the register of holders of Trigon Shares maintained by or on behalf of Trigon as it relates to the Dissenting Shares so transferred; and
- (iii) such Dissenting Shareholder will cease to have any rights as a Trigon Shareholder other than the right to be paid the fair value for his, her or its Trigon Shares by Trigon in accordance with Article 5 of this Plan of Arrangement;
(c) Trigon shall undertake a reorganization of capital within the meaning of section 86 of the Tax Act as follows, with the steps occurring in the following order:
(i) the authorized share capital and articles of Trigon will be amended by:
(A) renaming and redesignating all of the issued and unissued Trigon Shares as "Class A common shares without par value" (the "Trigon Class A Common Shares") and amending the special rights and restrictions attached to the Trigon Class A Common Shares to provide the holders thereof with two votes for each Trigon Class A Common Shares held at all meetings of shareholders of Trigon (except meetings at which only holders of a specified class of shares are entitled to vote), and, concurrently therewith, outside of and not as part of this Plan of Arrangement, the Trigon Class A Common Shares will be represented for listing purposes on the TSXV by the continued listing of the Trigon Shares; and
(B) creating a new class of shares consisting of an unlimited number of "common shares without par value" (the "New Trigon Shares") which shares shall be unlimited in number and have special rights and restrictions identical to those of the Trigon Shares immediately prior to giving effect to Section 3.1(c)(i)(A) hereof;
(ii) each issued and outstanding Trigon Class A Common Share outstanding immediately following giving effect to Section 3.1(c)(i)(A) shall be surrendered and transferred by the holder thereof to Trigon (free and clear of any Encumbrances) in exchange for, as the sole consideration therefor:
(A) one New Trigon Share; and
(B) 0.5 Spinco Common Shares held by Trigon (other than any Spinco Common Shares set aside pursuant to Section 5.3 and subject to Section 3.8),

and:

(C) the holders of Trigon Class A Common Shares will be removed from the register of holders of Trigon Class A Common Shares and will be added to the register of holders of New Trigon Shares as the holders of the number of New Trigon Shares that they have received on the exchange set forth pursuant to Section 3.1(c)(ii)(A);
(D) the Spinco Common Shares transferred to the former holders of Trigon Class A Common Shares pursuant to Section 3.1(c)(ii)(B) will be registered in the name of such former holders;
(E) Trigon shall cease to be a holder of the Spinco Common Shares transferred to the former holders of Trigon Class A Common Shares pursuant to Section 3.1(c)(ii)(B) and shall be removed in respect of such Spinco Common Shares from the register of holders of Spinco Common Shares maintained by or on behalf of Spinco; and
(F) concurrently with the exchange in Section 3.1(c)(ii), the stated capital account maintained in respect of the Trigon Class A Common Shares shall be reduced to nil and there shall be added to the stated capital account of the New Trigon Shares issued pursuant to Section 3.1(c)(ii) the amount by which (A) the amount of the reduction of the stated capital account of the Trigon Class A Common Shares pursuant to this Section 3.1(c)(ii)(F) exceeds (B) the fair market value, at the Effective Time, of the Spinco Common Shares distributed pursuant to Section 3.1(c)(ii) to the former holders of Trigon Class A Common Shares.

(iii) the Trigon Class A Common Shares, none of which will be issued or outstanding once the exchange in Section 3.1(c)(ii)(A) above is completed, will be cancelled and the appropriate entries made in the register of holders of Trigon Class A Common Shares and the authorized share structure and articles of Trigon will be amended by eliminating the Trigon Class A Common Shares;
(d) each Trigon Option outstanding immediately prior to this Section 3.1(d) shall be, and shall be deemed to be, simultaneously surrendered and transferred by the holder thereof to Trigon (free and clear of any Encumbrances) and exchanged for, as the sole consideration therefor, one Trigon Replacement Option to acquire one New Trigon Share having an exercise price equal to the exercise price of the Trigon Option so exchanged immediately before the exchange of such Trigon Option provided that:
(i) the exercise prices for such Trigon Replacement Option shall be further adjusted to the extent required to ensure that the fair market value of the Trigon Replacement Option immediately after the exchange does not exceed the fair market value of the Trigon Option so exchanged immediately before the exchange of such Trigon Option;
(ii) the holder of a Trigon Replacement Option will receive no consideration other than the Trigon Replacement Option in respect of the transfer of the Trigon Option pursuant to this Section 3.1(d); and
(iii) the Trigon Options so transferred to Trigon pursuant to this Section 3.1(d) shall be cancelled.

(e) in accordance with the terms of the Trigon Warrant Indentures and/or the Trigon Warrant Certificates, as the case may be, each holder of Trigon Warrants outstanding immediately prior to the Effective Time shall receive (and such holder shall accept) upon the exercise of such holder's Trigon Warrants, in lieu of the Trigon Shares to which such holder was theretofore entitled upon such exercise and for the same aggregate consideration payable therefor, the number of New Trigon Shares and Spinco Common Shares which the holder would have been entitled to receive as a result of the transactions contemplated by this Plan of Arrangement if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Trigon Shares to which such holder was theretofore entitled upon exercise of such Trigon Warrants; and such Trigon Warrant shall continue to be governed by and be subject to the terms of the Trigon Warrant Indentures and/or Trigon Warrant Certificates, as the case may be.
3.2 No Fractional Shares or Options. Notwithstanding any other provision of this Arrangement, no fractional Spinco Common Shares will be distributed to the Trigon Shareholders, and, as a result, all fractional amounts arising under this Plan of Arrangement will be rounded down to the next whole number without any compensation therefor. Any Spinco Common Shares not distributed as a result of so rounding down will be cancelled by Spinco.
3.3 Share Distribution Record Date. In Section 3.1(c)(ii) above, the reference to a holder of a Trigon Class A Common Share will mean a person who is a holder of a Trigon Share on the Share Distribution Record Date, subject to the provisions of Article 5 below. Any Trigon Shares traded after the Share Distribution Record Date will represent New Trigon Shares as of the Effective Date and shall not carry any rights to receive Spinco Common Shares.
3.4 Deemed Fully Paid and Non-Assessable Shares. All New Trigon Shares issued pursuant hereto will be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the CBCA.
3.5 Supplementary Actions. Notwithstanding that the transactions and events set out in Section 3.1 above, unless explicitly stated otherwise, will occur and will be deemed to occur in the chronological order therein set out without any act or formality, each of Trigon and Spinco will be required to make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required to give effect to, or further document or evidence, any of the transactions or events set out in Section 3.1 above, at each of their sole cost and expense pursuant to Section 7.6 of the Arrangement Agreement, including, without limitation, any resolutions of directors authorizing the issue, transfer or redemption of shares, any share transfer powers evidencing the transfer of shares and any receipt therefor, any necessary additions to or deletions from share registers, and agreements for stock options.
3.6 Withholding. Each of Trigon, Spinco and the Depositary will be entitled to deduct and withhold from any cash payment or any issue, transfer or distribution of New Trigon Shares, Spinco Common Shares or Trigon Replacement Options made pursuant to this Plan of Arrangement such amounts as may be required to be deducted and withheld pursuant to the Tax Act or any other applicable law, and any amount so deducted and withheld will be deemed for all purposes of this Plan of Arrangement to be paid, issued, transferred or distributed to the person entitled thereto under the Plan of Arrangement. Without limiting the generality of the foregoing, any New Trigon Shares or Spinco Common Shares so deducted and withheld may be sold on behalf of the person entitled to receive them for the purpose of generating cash proceeds, net of brokerage fees and other reasonable expenses, sufficient to satisfy all remittance obligations relating to the required deduction and withholding, and any cash remaining after such remittance will be paid to the person forthwith.
3.7 No Liens. Any exchange or transfer of securities pursuant to this Plan of Arrangement will be free and clear of any liens, restrictions, charges, pledges, leases, hypothecations, security interests, encumbrances, adverse claims or other claims of third parties of any kind.
3.8 Pre-Arrangement Consolidation of Trigon Shares. The Arrangement set out in Section 3.1 is based on the assumption that the Pre-Arrangement Consolidation has been completed prior to the Effective Date and that adjustment provisions under the terms of the Trigon Warrants, as applicable, relating to the Pre-Arrangement Consolidation have become effective prior to the Effective Date. To the extent the Pre-Arrangement Consolidation has not been completed on the Effective Date, the fraction set out in Section 3.1(c)(ii)(B) for the purposes of the exchange of Trigon Class A Common Shares, being 0.5, shall be adjusted and be equal to 0.1.
3.9 U.S. Securities Law Matters. The Court will be advised that the Arrangement will be carried out with the intention that all securities issued and exchanged in a transaction exempt from registration under the U.S. Securities Act on completion of the Arrangement will be issued and exchanged in reliance on the Section 3(a)(10) Exemption.

ARTICLE 4 CERTIFICATES

4.1 Trigon Class A Common Shares. Recognizing that the Trigon Shares shall be renamed and redesignated as Trigon Class A Common Shares pursuant to Section 3.1(c)(i) and that the Trigon Class A Common Shares shall be exchanged for New Trigon Shares pursuant to Section 3.1(c)(ii), Trigon shall not issue replacement share certificates representing the Trigon Class A Common Shares.
4.2 Spinco Common Share Certificates. As soon as practicable following the Effective Date, Spinco will deliver or cause to be delivered to the Depositary one or more certificates and/or Direct Registration Statements representing the aggregate number of Spinco Common Shares required to be distributed to registered holders of Trigon Shares as at immediately prior to the Effective Time in accordance with the provisions of Section 3.1(c)(ii) above, which certificates and/or Direct Registration Statements will be held

by the Depositary as agent and nominee for such holders for distribution thereto in accordance with the provisions of Section 6.1 below.

4.3 New Trigon Share Certificates. As soon as practicable following the Effective Date, Trigon will deliver or cause to be delivered to the Depositary one or more certificates and/or Direct Registration Statements representing the aggregate number of New Trigon Shares required to be issued to registered holders of Trigon Shares as at immediately prior to the Effective Time in accordance with the provisions of Section 3.1 above, which certificates and/or Direct Registration Statements will be held by the Depositary as agent and nominee for such holders for distribution thereto in accordance with the provisions of Section 6.1 below.
4.4 Stock Option Agreements. The stock option agreements, if any, for the Trigon Options will be deemed to be amended to reflect the terms of the Trigon Replacement Options.

ARTICLE 5 RIGHTS OF DISSENT

5.1 Dissent Right. Registered holders of Trigon Shares may exercise Dissent Rights with respect to their Trigon Shares in connection with the Arrangement pursuant to the Interim Order, as they may be amended by Interim Order, the Final Order or any other order of the Court, the Arrangement Agreement or this Article 5, and provided that such Dissenting Shareholder delivers a written notice of dissent to Trigon by 2:00 p.m. (Toronto time) on the day that is at least two (2) Business Days before the day of the Trigon Meeting or any adjournment or postponement thereof.
5.2 Dealing with Dissenting Shares. Trigon Shareholders who duly exercise Dissent Rights with respect to their Dissenting Shares and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares by Trigon shall be deemed to have transferred their Dissenting Shares to Trigon for cancellation as of the Effective Time pursuant to Section 3.1(b) above; or
(b) for any reason are ultimately not entitled to be paid for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting Trigon Shareholder and will receive New Trigon Shares and Spinco Common Shares on the same basis as every other non-dissenting Trigon Shareholder;

but in no case shall Trigon or any other person be required to recognize such persons as holding Trigon Shares on or after the Effective Date.

5.3 Reservation of Spinco Common Shares. If a Trigon Shareholder exercises Dissent Rights, Trigon will, on the Effective Date, set aside and not distribute that portion of the Spinco Common Shares that is attributable to the Trigon Shares for which Dissent Rights have been exercised. If the dissenting Trigon Shareholder is ultimately not entitled to be paid for their Dissenting Shares, Trigon will distribute to such Trigon Shareholder his, her or its pro rata portion of the Spinco Common Shares. If a Trigon Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then Trigon will retain the portion of the Spinco Common Shares attributable to such Trigon Shareholder and such shares will be dealt with as determined by the Trigon Board in its discretion.

ARTICLE 6 DELIVERY OF SECURITIES

6.1 Delivery of Shares.

(a) Upon surrender to the Depositary for cancellation of a certificate that immediately before the Effective Time represented one or more outstanding Trigon Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate will be entitled to receive in exchange therefor, and the Depositary will deliver to such holder following the Effective Time, a certificate representing the New Trigon Shares and a certificate representing the Spinco Common Shares that such holder is entitled to receive in accordance with Section 3.1 above.

(b) After the Effective Time and until surrendered for cancellation as contemplated by Section 6.1(a) above, each certificate that immediately prior to the Effective Time represented one or more Trigon Shares will be deemed at all times to represent only the right to receive in exchange therefor a certificate representing the New Trigon Shares and a certificate representing the Spinco Common Shares that such holder is entitled to receive in accordance with Section 3.1 above.
6.2 Lost Certificates. If any certificate that immediately prior to the Effective Time represented one or more outstanding Trigon Shares that were exchanged for New Trigon Shares and Spinco Common Shares in accordance with Section 3.1 above, will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary will deliver in exchange for such lost, stolen or destroyed certificate, the New Trigon Shares and Spinco Common Shares that such holder is entitled to receive in accordance with Section 3.1 above. When authorizing such delivery of New Trigon Shares and Spinco Common Shares that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom such securities are to be delivered will, as a condition precedent to the delivery of such New Trigon Shares and Spinco Common Shares give a bond satisfactory to Trigon, Spinco and the Depositary in such amount as Trigon, Spinco and the Depositary may direct, or otherwise indemnify Trigon, Spinco and the Depositary in a manner satisfactory to Trigon, Spinco and the Depositary, against any claim that may be made against Trigon, Spinco or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.
6.3 Distributions with Respect to Unsurrendered Certificates. No dividend or other distribution declared or made after the Effective Time with respect to New Trigon Shares or Spinco Common Shares with a record date after the Effective Time will be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Trigon Shares unless and until the holder of such certificate will have complied with the provisions of either of Section 6.1 or 6.2 above. Subject to applicable law and to Section 3.6 above, at the time of such compliance, there will, in addition to the delivery of the New Trigon Shares and Spinco Common Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such New Trigon Shares and/or Spinco Common Shares, as applicable.
6.4 Limitation and Proscription. To the extent that a former Trigon Shareholder will not have complied with the provisions of either of Section 6.1 or 6.2 above, as applicable, on or before the date that is six (6) years after the Effective Date (the "Final Proscription Date"), then the New Trigon Shares and Spinco Common Shares that such former Trigon Shareholder was entitled to receive will be automatically cancelled without any repayment of capital in respect thereof and the New Trigon Shares and Spinco Common Shares to which such Trigon Shareholder was entitled, will be delivered to Spinco (in the case of the Spinco Common Shares) or Trigon (in the case of the New Trigon Shares) by the Depositary and certificates representing such New Trigon Shares and Spinco Common Shares will be cancelled by Trigon and Spinco, as applicable, and the interest of the former Trigon Shareholder in such New Trigon Shares and Spinco Common Shares or to which it was entitled will be terminated as of such Final Proscription Date.
6.5 Trigon Warrants. Trigon and Spinco acknowledge and agree that:
(a) from and after the Effective Date, each Trigon Warrant shall entitle the holder to receive, upon due exercise thereof, for the exercise price immediately prior to the Effective Time:
- (i) one New Trigon Share for each Trigon Share that was issuable upon due exercise of the Trigon Warrant immediately prior to the Effective Time; and
- (ii) 0.5 Spinco Common Shares for each Trigon Share that was issuable upon due exercise of the Trigon Warrant immediately prior to the Effective Time,

and Spinco hereby covenants that it shall forthwith upon receipt of written notice from Trigon from time to time issue, as directed by Trigon, that number of Spinco Common Shares as may be required to satisfy the foregoing;

(b) Trigon shall, as agent for Spinco, collect and pay to Spinco an amount for each 0.5 Spinco Common Shares so issued that is equal to the exercise price under the Trigon Warrant multiplied by the fair market value of 0.5 Spinco Common Shares at the Effective Time divided by the fair market value of a Trigon Share at the Effective Time; and
(c) the terms and conditions applicable to the Trigon Warrants, immediately after the Effective Time, will otherwise remain unchanged from the terms and conditions of the Trigon Warrants as they exist immediately before the Effective Time.

ARTICLE 7 AMENDMENTS & WITHDRAWAL

7.1 Amendments. Trigon and Spinco reserve the right to amend, modify and/or supplement this Plan of Arrangement from time to time at any time prior to the Effective Time provided that any such amendment, modification or supplement must be:
(a) contained in a written document;
(b) filed with the Court and, if made following the Trigon Meeting, approved by the Court; and
(c) communicated to Trigon Shareholders if and as required by the Court.
7.2 Amendments Made Prior to or at the Trigon Meeting. Any amendment, modification or supplement to this Plan of Arrangement, if agreed upon by Trigon and Spinco, may be proposed by Trigon and Spinco at any time prior to or at the Trigon Meeting with or without any prior notice or communication, and if so proposed and accepted by the Trigon Shareholders voting at the Trigon Meeting (other than as may be required under the Interim Order or other order of the Court), will become part of this Plan of Arrangement for all purposes.
7.3 Amendments Made After the Trigon Meeting. Any amendment, modification or supplement to this Plan of Arrangement, if agreed upon by Trigon and Spinco, may be proposed by Trigon and Spinco after the Trigon Meeting but prior to the Effective Time and any such amendment, modification or supplement which is approved by the Court following the Trigon Meeting will be effective and will become part of the Plan of Arrangement for all purposes. Notwithstanding the foregoing, any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order unilaterally by Trigon, provided that it concerns a matter which, in the reasonable opinion of Trigon and Spinco, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any holder of Trigon Shares, Spinco Common Shares or Trigon Warrants.
7.4 Withdrawal. Notwithstanding any prior approvals by the Court or by Trigon Shareholders, the Trigon Board may decide not to proceed with the Arrangement and to revoke the Arrangement Resolution at any time prior to the Effective Time, without further approval of, or notice to, the Court or the Trigon Shareholders.

SCHEDULE "A"

ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE TRIGON SHAREHOLDERS THAT:

1. The arrangement (the "Arrangement") under Section 192 of the Canada Business Corporations Act (the "CBCA") involving Trigon Metals Inc., a corporation incorporated pursuant to the federal laws of Canada ("Trigon"), its shareholders and Safi Silver Corp., a corporation incorporated pursuant to the provincial laws of Ontario ("Spinco"), all as more particularly described and set forth in the management information circular (the "Information Circular") of Trigon dated March 11, 2024 accompanying the notice of meeting (as the Arrangement may be, or may have been, modified or amended in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement, each as defined below), be and is hereby authorized, approved and adopted.
1. The plan of arrangement (the "Plan of Arrangement"), implementing the Arrangement, the full text of which is appended to the Information Circular (as the Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms), be and is hereby authorized, approved and adopted.
1. The arrangement agreement (the "Arrangement Agreement") between Trigon and Spinco dated February 14, 2024 and all the transactions contemplated therein, the actions of the directors of Trigon in approving the Arrangement and the actions of the directors and officers of Trigon in executing and delivering the Arrangement Agreement and any amendments thereto, be and are hereby confirmed, ratified, authorized and approved.
1. Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed to) by the shareholders of Trigon or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List), the directors of Trigon be and are hereby authorized and empowered, without further notice to, or approval of, the shareholders of Trigon:
(a) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; and
(b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement at any time prior to the Effective Time (as defined in the Arrangement Agreement).
1. Any one director or officer of Trigon be and is hereby authorized and directed, for and on behalf and in the name of Trigon, to execute and deliver, whether under the corporate seal of Trigon or otherwise, all such deeds, instruments, assurances, agreements, forms, waivers, notices, certificates, confirmations and other documents and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:
(a) all actions required to be taken by or on behalf of Trigon, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and
(b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by Trigon;

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

SCHEDULE "C" COURT MATERIALS

(see attached)

Court File No.:

ONTARIO SUPERIOR COURT OF JUSTICE - COMMERCIAL LIST

IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, c. C-44, AS AMENDED,

AND IN THE MATTER OF RULE 14.05(2) OF THE RULES OF CIVIL PROCEDURE, R.R.O. 1990, REG. 194

AND IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT OF TRIGON METALS INC.

TRIGON METALS INC.

Applicant

NOTICE OF APPLICATION

TO THE RESPONDENT:

A LEGAL PROCEEDING HAS BEEN COMMENCED by the applicant. The claim made by the applicant appears on the following page.

THIS APPLICATION will come on for a hearing on

In person

By telephone conference

X By video conference

by video link on a date to by fixed by the Court.

IF YOU WISH TO OPPOSE THIS APPLICATION, to receive notice of any step in the application or to be served with any documents in the application, you or an Ontario lawyer acting for you must forthwith prepare a notice of appearance in Form 38A prescribed by the Rules of Civil Procedure, serve it on the applicants lawyer or, where the applicant does not have a lawyer, serve it on the applicant, and file it, with proof of service, in this court office, and you or your lawyer must appear at the hearing.

IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY EVIDENCE TO THE COURT OR TO EXAMINE OR CROSS-EXAMINE WITNESSES ON THE APPLICATION, you or your lawyer must, in addition to serving your notice of appearance, serve a copy of the evidence on the applicants lawyer or, where the applicant does not have a lawyer, serve it on the applicant, and file it, with proof of service, in the court office where the application is to be heard as soon as possible, but at least four days before the hearing.

IF YOU FAIL TO APPEAR AT THE HEARING, JUDGMENT MAY BE GIVEN IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH TO OPPOSE THIS APPLICATION BUT ARE UNABLE TO PAY LEGAL FEES, LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A LOCAL LEGAL AID OFFICE.

Date: February 2, 2024 Issued by

Local registrar

Address of court office 330 University Avenue 7th Floor Toronto, Ontario M5G 1R7

TO: ALL HOLDERS OF COMMON SHARES OF TRIGON METALS INC.

AND TO: ALL DIRECTORS OF TRIGON METALS INC.

AND TO: THE AUDITOR OF TRIGON METALS INC.

McGovern Hurley LLP 251 Consumers Road, Suite 800 Toronto, ON M2J 4R3

AND TO: THE DIRECTOR GENERAL

Innovation, Science and Economic Development Canada Corporations Canada CD Howe Building West Tower, 7th Floor 235 Queen Street Ottawa, ON K1A 0H5

Hantz Prosper

Director General

APPLICATION

1. The Applicant makes Application for:
(a) an interim order under section 192(3) of the Canada Business Corporations Act R.S.C. 1985, c. C-44, as amended (the CBCA) in connection with a proposed arrangement (the Arrangement) involving Trigon Metals Inc. (Trigon), the holders of its common shares (the Trigon Shares), options (the Trigon Options) and warrants (the Trigon Warrants), and its wholly-owned subsidiary Safi Silver Corp. (Spinco);
(b) in particular with respect to the provision of notice of this Application and the calling, holding and conducting of an annual and special meeting of shareholders of Trigon to consider, and if deemed advisable, pass with or without variation, a special resolution approving the Arrangement (collectively the Interim Order);
(c) a final order under sections 192(3) and 192(4) of the CBCA approving the Arrangement, substantially in the form described in the Management Information Circular of Trigon attached as an exhibit to the affidavit to be filed in support of this Application, or as amended by this Honourable Court; and
(d) such further and other relief as this Honourable Court may deem just.
1. The grounds for the Application are:
(a) Trigon is a corporation incorporated under the CBCA, with its registered and head office located in Toronto, Ontario.
(b) Trigon is a publicly-listed Canadian mining, exploration and development company listed on the TSX Venture Exchange (TSXV) and is a reporting issuer in the provinces of British Columbia, Alberta, and Ontario.
(c) The authorized capital of Trigon consists of an unlimited number of Trigon Shares and an unlimited number of preferred shares. The Trigon Shares are the only class of shares outstanding in the capital of Trigon as there are currently no preferred shares issued and outstanding. There are currently 204,273,600 issued and outstanding Trigon Shares, which are widely held.
(d) Trigon has other securities outstanding, namely, Trigon Options issued largely to insiders, and Trigon Warrants.
(e) Spinco is a company incorporated under the laws of the Province of Ontario with its registered office located in Toronto, Ontario. Spinco is a wholly-owned subsidiary of Trigon.
(f) Trigons core business is focused on the exploitation of mineral resources in Namibia and Morocco. Trigon operates an operational copper mine in Namibia and, through its ownership of Spinco, a copper and silver exploration stage mining asset in Morocco (Silver Hill) and a silver-lead exploration stage mining asset in Morocco (Addana).
(g) The purpose of the Arrangement is to spin-out Spinco to thereby allow Trigon and Spinco to each access sources of capital best suited for operational stage and exploration stage mining assets, respectively, and to otherwise achieve operational efficiencies.
(h) If the Arrangement is effected, then (i) the authorized share capital and articles of Trigon will be altered by (A) renaming and redesignating all of the issued and unissued Trigon Shares as Class A common shares without par value (the Trigon Class A Common Shares), (B) creating a new class of shares consisting of an unlimited number of common shares without par value (the New Trigon Shares) which shares shall be unlimited in number and have special rights and

restrictions identical to those of the Trigon Shares, (ii) each issued and outstanding Trigon Class A Common Share outstanding immediately following shall be surrendered and transferred by the holder thereof to Trigon in exchange for, as the sole consideration therefor, one New Trigon Share and 0.5 Spinco Common Shares.

(i) As conditions precedent to completing the Arrangement:
(i) Spinco intends to complete a concurrent financing (the Concurrent Financing) pursuant to which Spinco shall issue between 8,000,000 and 20,000,000 Spinco subscription receipts (the Spinco Subscription Receipts), with each Spinco Subscription Receipt entitling the holder thereof to automatically receive, upon completion of the Arrangement, one Spinco Common Share. It is anticipated that each Spinco Subscription Receipt will be offered at \$0.25 (the Offering Price), for minimum gross proceeds of \$2,000,000 and maximum gross proceeds of \$5,000,000, provided that the final terms of the Concurrent Financing (including the Offering Price per Spinco Subscription Receipt) will be determined in the context of the market;
(ii) Spinco intends to issue Spinco Common Shares to former owners of the Silver Hill asset at the Offering Price to settle debts in the amount of \$662,500 related to Trigons acquisition of Silver Hill (the Shares for Debt Transaction); and
(iii) Spinco shall have obtained conditional approval for listing on the Canadian Securities Exchange or another recognized stock exchange in Canada.
(j) If the Arrangement is effected, the holders of Trigon Shares (i) will continue to hold New Trigon Shares in the same proportion as the Trigon Shares held prior to the Arrangement; and (ii) will hold shares of Spinco in the same proportion as the Trigon Shares held prior to the Arrangement, subject to dilution pursuant to the Concurrent Financing and the Shares for Debt Transaction. Trigon will not hold any Spinco Common Shares at the conclusion of the Arrangement.
(k) The Arrangement is an arrangement as defined in section 192 of the CBCA.
(l) Trigon is solvent as defined in section 192(2) of the CBCA.
(m) All statutory procedures under the CBCA and any other applicable legislation, including the solvency requirements and dissent rights, and all requirements of the Interim Order have been or will have been met by the return date of this Application.
(n) The Arrangement is put forward in good faith.
(o) The Arrangement is fair and reasonable.
(p) It is not practicable for Trigon to effect a fundamental change in the nature of the Arrangement other than pursuant to the provisions of section 192 of the CBCA.
(q) The directions set out above and shareholder approvals required pursuant to any Interim Order that this Honourable Court may grant will have been followed and obtained.
(r) Certain of the holders of Trigon Shares are resident outside of Ontario and will be served at their addresses as they appear on the books and records of Trigon pursuant to rule 17.02(n) of the Rules of Civil Procedure, R.R.O. 1990, Reg. 194, and the terms of any Interim Order this Honourable Court may grant.
(s) National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators.
(t) Sections 132, 133, 135, 138, and 192 of the CBCA.
(u) Rules 1.04, 1.05, 14.05(2), 14.05(3), 17, 38 and 39 of the Rules of Civil Procedure, R.R.O. 1990, Reg. 194.
(v) Such further and other grounds as counsel may advise and this Honourable Court may permit.

THE FOLLOWING DOCUMENTARY EVIDENCE WILL BE USED AT THE HEARING OF THE APPLICATION:

1. The affidavits of Jed Richardson, to be sworn; and
1. Such further and other evidence as counsel may advise and as this Honourable Court may admit.

February 2, 2024 MILLER THOMSON LLP

Scotia Plaza 40 King Street West, Suite 5800 P.O. Box 1011 Toronto, ON Canada M5H 3S1

Gavin H. Finlayson LSO#: 44126D [email protected] Tel: 416.595.8619

Matthew Cressatti LSO#: 77944T [email protected] Tel: 416.597.4311

Lawyers for the Applicants

IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT R.S.C., 1985, c. C-44, AS AMENDED AND IN THE MATTEROF RULE 14.05(2) OF THE RULES OF CIVIL PROCEDURE, R.R.O. 1990, REG. 194 AND IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT OF TRIGON METALS INC. Applicant Court File No.: ONTARIO

SUPERIOR COURT OF JUSTICE (Commercial List) Proceeding commenced at Toronto NOTICE OF APPLICATION MILLER THOMSON LLP Scotia Plaza 40 King Street West, Suite 5800 P.O. Box 1011 Toronto, ON Canada M5H 3S1 Gavin Finlayson LSO#: 44126D [email protected] Tel: 416.595.8619 Matthew Cressatti LSO#: 77944T [email protected] Tel: 416.597.4311 Lawyers for the Applicants

Court File No. CV-24-00714475-00CL

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

THE HONOURABLE	)	WEDNESDAY, THE 14th
JUSTICE WILTON-SIEGEL	) )	DAY OF FEBRUARY, 2024

IN THE MATTER OF AN APPLICATION UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, c. C-44, AS AMENDED,

AND IN THE MATTER OF RULE 14.05(2) OF THE RULES OF CIVIL PROCEDURE, R.R.O. 1990, REG. 194

AND IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT OF TRIGON METALS INC.

TRIGON METALS INC.

Applicant

INTERIM ORDER

THIS MOTION made by the Applicant, Trigon Metals Inc. (Trigon), for an interim order for advice and directions pursuant to section 192 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended, (the CBCA) was heard this day by Zoom videoconference.

ON READING the Notice of Motion, the Notice of Application issued on February 2, 2024, and the affidavit of Jed Richardson sworn February 12, 2024, (the Richardson Affidavit), including the Plan of Arrangement, which is attached as Schedule B to the draft management information circular of Trigon (the Information Circular), which is attached as Exhibit A to the Richardson Affidavit, and on hearing the submissions of counsel for Trigon

and on being advised that the Director appointed under the CBCA (the Director) does not consider it necessary to appear.

DEFINITIONS

THIS COURT ORDERS that all definitions used in this Interim Order shall have the meaning ascribed thereto in the Information Circular or otherwise as specifically defined herein.

THE MEETING

THIS COURT ORDERS that Trigon is permitted to call, hold and conduct an annual and special meeting (the Meeting) of the holders of common shares (the Shareholders) in the capital of Trigon to be held at the offices of the Corporations legal counsel, Miller Thomson LLP, 40 King Street West, Suite 5800, Toronto, Ontario, M5H 3S1, on April 2, 2024 at 10:00 a.m. (Toronto time) in order for the Shareholders to consider and, if determined advisable, pass special resolutions, adopting and approving, with or without variation, the Arrangement and the Plan of Arrangement (collectively, the Arrangement Resolution).
THIS COURT ORDERS that the Meeting shall be called, held and conducted in accordance with the CBCA, the notice of meeting of Shareholders, which accompanies the Information Circular (the Notice of Meeting) and the articles and by-laws of Trigon, subject to what may be provided hereafter and subject to further order of this court.
THIS COURT ORDERS that the record date (the Record Date) for determination of the shareholders entitled to notice of, and to vote at, the Meeting shall be February 26, 2024.
THIS COURT ORDERS that the only persons entitled to attend or speak at the Meeting shall be:

a) the Shareholders or their respective proxyholders;

b) the officers, directors, auditors and advisors of Trigon;
c) the Director; and
d) other persons who may receive the permission of the Chair of the Meeting.
THIS COURT ORDERS that Trigon may transact such other business at the Meeting as is contemplated in the Information Circular, or as may otherwise be properly brought before the Meeting.

QUORUM

THIS COURT ORDERS that the Chair of the Meeting shall be determined by Trigon and that the quorum at the Meeting shall be not less than two persons present in person at the opening of the Meeting who are entitled to vote at the Meeting either as Shareholders or proxyholders, who hold or represent by proxy in the aggregate of not less than 5% of the Trigon common shares entitled to be voted at the meeting.

AMENDMENTS TO THE ARRANGEMENT AND PLAN OF ARRANGEMENT

THIS COURT ORDERS that Trigon is authorized to make, subject to the terms of the Arrangement Agreement, and paragraph 9, below, such amendments, modifications or supplements to the Arrangement and the Plan of Arrangement as it may determine without any additional notice to the Shareholders, or others entitled to receive notice under paragraph 12 hereof and the Arrangement and Plan of Arrangement, as so amended, modified or supplemented shall be the Arrangement and Plan of Arrangement to be submitted to the Shareholders at the Meeting and shall be the subject of the Arrangement Resolution. Amendments, modifications or

supplements may be made following the Meeting, but shall be subject to review and, if appropriate, further direction by this Honourable Court at the hearing for the final approval of the Arrangement.

THIS COURT ORDERS that, if any amendments, modifications or supplements to the Arrangement or Plan of Arrangement as referred to in paragraph 8, above, would, if disclosed, reasonably be expected to affect a Shareholders decision to vote for or against the Arrangement Resolution, notice of such amendment, modification or supplement shall be distributed, subject to further order of this Honourable Court, by press release, newspaper advertisement, prepaid ordinary mail, or by the method most reasonably practicable in the circumstances, as Trigon may determine.

AMENDMENTS TO THE INFORMATION CIRCULAR

THIS COURT ORDERS that Trigon is authorized to make such amendments, revisions and/or supplements to the draft Information Circular as it may determine and the Information Circular, as so amended, revised and/or supplemental, shall be the Information Circular to be distributed in accordance with paragraph 12.

ADJOURNMENTS AND POSTPONEMENTS

THIS COURT ORDERS that Trigon, if it deems advisable and subject to the terms of the Arrangement Agreement, is specifically authorized to adjourn or postpone the Meeting on one or more occasions, without the necessity of first convening the Meeting or first obtaining any vote of the Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as Trigon may determine is

appropriate in the circumstances. This provision shall not limit the authority of the Chair of the Meeting in respect of adjournments and postponements.

NOTICE OF MEETING

THIS COURT ORDERS that, in order to effect notice of the Meeting, Trigon shall send the Information Circular (including the Notice of Application and this Interim Order), the Notice of Meeting, the form of proxy and the letter of transmittal, along with such amendments or additional documents as Trigon may determine are necessary or desirable and are not inconsistent with the terms of this Interim Order (collectively, the Meeting Materials), to the following:
a) the registered Shareholders at the close of business on the Record Date, at least twenty-one (21) days prior to the date of the Meeting, excluding the date of sending and the date of the Meeting, by one or more of the following methods:
i) by pre-paid ordinary or first class mail at the addresses of the Shareholders as they appear on the books and records of Trigon, or its registrar and transfer agent, at the close of business on the Record Date and if no address is shown therein, then the last address of the person known to the Corporate Secretary of Trigon;
ii) by delivery, in person or by recognized courier service or inter-office mail, to the address specified in (i) above; or
iii) by facsimile or electronic transmission to any Shareholder, who is identified to the satisfaction of Trigon, who requests such transmission in

writing and, if required by Trigon, who is prepared to pay the charges for such transmission;

b) non-registered Shareholders by providing sufficient copies of the Meeting Materials to intermediaries and registered nominees in a timely manner, in accordance with National Instrument 54-101 of the Canadian Securities Administrators; and
c) the respective directors and auditors of Trigon, and to the Director appointed under the CBCA, by delivery in person, by recognized courier service, by prepaid ordinary or first class mail or, with the consent of the person, by facsimile or electronic transmission, at least twenty-one (21) days prior to the date of the Meeting, excluding the date of sending and the date of the Meeting;

and that compliance with this paragraph shall constitute sufficient notice of the Meeting.

THIS COURT ORDERS that accidental failure or omission by Trigon to give notice of the meeting or to distribute the Meeting Materials or Court Materials to any person entitled by this Interim Order to receive notice, or any failure or omission to give such notice as a result of events beyond the reasonable control of Trigon, or the non-receipt of such notice shall, subject to further order of this Honourable Court, not constitute a breach of this Interim Order nor shall it invalidate any resolution passed or proceedings taken at the Meeting. If any such failure or omission is brought to the attention of Trigon, it shall use its best efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.
THIS COURT ORDERS that Trigon is hereby authorized to make such amendments, revisions or supplements to the Meeting Materials and Court Materials, as Trigon may determine in accordance with the terms of the Arrangement Agreement (Additional Information), and that notice of such Additional Information may, subject to paragraph 9, above, be distributed by press release, newspaper advertisement, pre-paid ordinary mail, or by the method most reasonably practicable in the circumstances, as Trigon may determine.
THIS COURT ORDERS that distribution of the Meeting Materials and Court Materials pursuant to paragraph 12 of this Interim Order shall constitute notice of the Meeting and good and sufficient service of the within Application upon the persons described in paragraph 12 and that those persons are bound by any orders made on the within Application. Further, no other form of service of the Meeting Materials or the Court Materials or any portion thereof need be made, or notice given or other material served in respect of these proceedings and/or the Meeting to such persons or to any other persons, except to the extent required by paragraph 9, above.

SOLICITATION AND REVOCATION OF PROXIES

THIS COURT ORDERS that Trigon is authorized to use the letter of transmittal and proxies substantially in the form of the drafts accompanying the Information Circular, with such amendments and additional information as Trigon may determine are necessary or desirable, subject to the terms of the Arrangement Agreement. Trigon is authorized, at its expense, to solicit proxies, directly or through its officers, directors or employees, and through such agents or representatives as they may retain for that purpose, and by mail or such other forms of personal or electronic communication as it may determine. Trigon may waive generally, in its discretion, the time limits set out in the Information Circular for the deposit or revocation of proxies by Shareholders, if Trigon deems it advisable to do so.
THIS COURT ORDERS that Shareholders shall be entitled to revoke their proxies in accordance with section 148(4) of the CBCA (except as the procedures of that section are varied by this paragraph) provided that any instruments in writing delivered pursuant to s.148(4)(a)(i) of the CBCA: (a) may be deposited with Trigon at its address for such purpose, c/o Miller Thomson LLP, 40 King Street West, Suite 5800, PO Box 1, Toronto, Ontario, M5H 3S1, Attention: Mack Hosseinian (with a copy by email to [email protected]) and any such instruments must be received by Trigon no later than 4:00 p.m. on the Business Day immediately preceding the Meeting (or any adjournment or postponement thereof); or (b) may be provided to the Chair of the Meeting at the Meeting (or any adjournment or postponement thereof) and prior to the vote in respect of the Arrangement Resolution or in any other way permitted by Law).

VOTING

THIS COURT ORDERS that the only persons entitled to vote in person or by proxy on the Arrangement Resolution, or such other business as may be properly brought before the Meeting, shall be those Shareholders who hold common shares of Trigon as of the close of business on the Record Date. Illegible votes, spoiled votes, defective votes and abstentions shall be deemed to be votes not cast. Proxies that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the Arrangement Resolution.
THIS COURT ORDERS that votes shall be taken at the Meeting on the basis of one vote per common share and that in order for the Plan of Arrangement to be implemented, subject to further Order of this Honourable Court, the Arrangement Resolution must be passed, with or without variation, at the Meeting by an affirmative vote of at least two-thirds (66²/3%) of the votes cast in respect of the Arrangement Resolution at the Meeting in person or by proxy by

the Shareholders. Such votes shall be sufficient to authorize Trigon to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a basis consistent with what is provided for in the Information Circular without the necessity of any further approval by the Shareholders, subject only to final approval of the Arrangement by this Honourable Court.

THIS COURT ORDERS that in respect of matters properly brought before the Meeting pertaining to items of business affecting Trigon (other than in respect of the Arrangement Resolution), each Shareholder is entitled to one vote for each common share held.

DISSENT RIGHTS

THIS COURT ORDERS that each registered Shareholder shall be entitled to exercise Dissent Rights in connection with the Arrangement Resolution in accordance with section 190 of the CBCA (except as the procedures of that section are varied by this Interim Order and the Plan of Arrangement) provided that, notwithstanding subsection 190(5) of the CBCA, any Shareholder who wishes to dissent must, as a condition precedent thereto, provide written objection to the Arrangement Resolution to Trigon in the form required by section 190 of the CBCA and the Arrangement Agreement, which written objection must be received by Trigon not later than 5:00 p.m. (Eastern time) two business days immediately preceding the Meeting (or any adjournment or postponement thereof), at its address for such purpose, c/o Miller Thomson LLP, 40 King Street West, Suite 5800, PO Box 1, Toronto, Ontario, M5H 3S1, Attention: Mack Hosseinian (with a copy by email to [email protected]), and must otherwise strictly comply with the requirements of the CBCA. For purposes of these proceedings, the court referred to in section 190 of the CBCA means this Honourable Court.
THIS COURT ORDERS that any Shareholder who duly exercises such Dissent Rights set out in paragraph 21 above and who:
i) is ultimately determined by this Honourable Court to be entitled to be paid fair value for his, her or its common shares, shall be deemed to have transferred those common shares as of the Effective Time, without any further act or formality and free and clear of all liens, claims, encumbrances, charges, adverse interests or security interests to Trigon for cancellation in consideration for a payment of cash from Trigon equal to such fair value; or
ii) is for any reason ultimately determined by this Honourable Court not to be entitled to be paid fair value for his, her or its common shares pursuant to the exercise of the Dissent Right, shall be deemed to have participated in the Arrangement on the same basis and at the same time as any non-dissenting Shareholder;

but in no case shall Trigon or any other person be required to recognize such Shareholders as holders of common shares of Trigon at or after the date upon which the Arrangement becomes effective and the names of such Shareholders shall be deleted from Trigons register of holders of common shares at that time.

HEARING OF APPLICATION FOR APPROVAL OF THE ARRANGEMENT

THIS COURT ORDERS that upon approval by the Shareholders of the Plan of Arrangement in the manner set forth in this Interim Order, Trigon may apply to this Honourable Court for final approval of the Arrangement.
THIS COURT ORDERS that distribution of the Notice of Application and the Interim Order in the Information Circular, when sent in accordance with paragraph 12 shall constitute good and sufficient service of the Notice of Application and this Interim Order and no other form of service need be effected and no other material need be served unless a Notice of Appearance is served in accordance with paragraph 25.
THIS COURT ORDERS that any Notice of Appearance served in response to the Notice of Application shall be served on the solicitors for Trigon as soon as reasonably practicable, and, in any event, no less than two business days before the hearing of this Application at the following addresses:

MILLER THOMSON LLP

Scotia Plaza 40 King Street West, Suite 5800 P.O. Box 1011 Toronto, ON Canada M5H 3S1

Attention: Gavin Finlayson and Matthew Cressatti ([email protected] and [email protected])

THIS COURT ORDERS that, subject to further order of this Honourable Court, the only persons entitled to appear and be heard at the hearing of the within application shall be:
i) Trigon;
ii) the Director; and
iii) any person who has filed a Notice of Appearance herein in accordance with the Notice of Application, this Interim Order and the Rules of Civil Procedure.
THIS COURT ORDERS that any materials to be filed by Trigon in support of the within Application for final approval of the Arrangement may be filed up to one day prior to the hearing of the Application without further order of this Honourable Court.
THIS COURT ORDERS that in the event the within Application for final approval does not proceed on the date set forth in the Notice of Application, and is adjourned, only those persons who served and filed a Notice of Appearance in accordance with paragraph 25 shall be entitled to be given notice of the adjourned date.

PRECEDENCE

THIS COURT ORDERS that, to the extent of any inconsistency or discrepancy between this Interim Order and the terms of any instrument creating, governing or collateral to the common shares, or the articles or by-laws of Trigon, this Interim Order shall govern.

EXTRA-TERRITORIAL ASSISTANCE

THIS COURT seeks and requests the aid and recognition of any court or any judicial, regulatory or administrative body in any province of Canada and any judicial, regulatory or administrative tribunal or other court constituted pursuant to the Parliament of Canada or the legislature of any province and any court or any judicial, regulatory or administrative body of the United States or other country to act in aid of and to assist this Honourable Court in carrying out the terms of this Interim Order.

VARIANCE

THIS COURT ORDERS that Trigon shall be entitled to seek leave to vary this Interim

Order upon such terms and upon the giving of such notice as this Honourable Court may direct.

Justice Wilton-Siegel

SCHEDULE "D"

DISSENT PROVISIONS

SECTION 190 OF THE CBCA

Right to dissent

190 (1) Subject to sections 191 and 241, a holder of shares of any class of a corporation may dissent if the corporation is subject to an order under paragraph 192(4)(d) that affects the holder or if the corporation resolves to

(a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of that class;
(b) amend its articles under section 173 to add, change or remove any restriction on the business or businesses that the corporation may carry on;
(c) amalgamate otherwise than under section 184;
(d) be continued under section 188;
(e) sell, lease or exchange all or substantially all its property under subsection 189(3); or
(f) carry out a going-private transaction or a squeeze-out transaction.

Further right

(2) A holder of shares of any class or series of shares entitled to vote under section 176 may dissent if the corporation resolves to amend its articles in a manner described in that section.

If one class of shares

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares.

Payment for shares

(3) In addition to any other right the shareholder may have, but subject to subsection (26), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents or an order made under subsection 192(4) becomes effective, to be paid by the corporation the fair value of the shares in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted or the order was made.

No partial dissent

(4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

Objection

(5) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting and of their right to dissent.

Notice of resolution

(6) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (5) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn their objection.

Demand for payment

(7) A dissenting shareholder shall, within twenty days after receiving a notice under subsection (6) or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing

(a) the shareholder's name and address;
(b) the number and class of shares in respect of which the shareholder dissents; and
(c) a demand for payment of the fair value of such shares.

Share certificate

(8) A dissenting shareholder shall, within thirty days after sending a notice under subsection (7), send the certificates representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

Forfeiture

(9) A dissenting shareholder who fails to comply with subsection (8) has no right to make a claim under this section.

Endorsing certificate

(10) A corporation or its transfer agent shall endorse on any share certificate received under subsection (8) a notice that the holder is a dissenting shareholder under this section and shall forthwith return the share certificates to the dissenting shareholder.

Suspension of rights

(11) On sending a notice under subsection (7), a dissenting shareholder ceases to have any rights as a shareholder other than to be paid the fair value of their shares as determined under this section except where

(a) the shareholder withdraws that notice before the corporation makes an offer under subsection (12),
(b) the corporation fails to make an offer in accordance with subsection (12) and the shareholder withdraws the notice, or
(c) the directors revoke a resolution to amend the articles under subsection 173(2) or 174(5), terminate an amalgamation agreement under subsection 183(6) or an application for continuance under subsection 188(6), or abandon a sale, lease or exchange under subsection 189(9),

in which case the shareholder's rights are reinstated as of the date the notice was sent.

Offer to pay

(12) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (7), send to each dissenting shareholder who has sent such notice

(a) a written offer to pay for their shares in an amount considered by the directors of the corporation to be the fair value, accompanied by a statement showing how the fair value was determined; or

(b) if subsection (26) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

Same terms

(13) Every offer made under subsection (12) for shares of the same class or series shall be on the same terms.

Payment

(14) Subject to subsection (26), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (12) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

Corporation may apply to court

(15) Where a corporation fails to make an offer under subsection (12), or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as a court may allow, apply to a court to fix a fair value for the shares of any dissenting shareholder.

Shareholder application to court

(16) If a corporation fails to apply to a court under subsection (15), a dissenting shareholder may apply to a court for the same purpose within a further period of twenty days or within such further period as a court may allow.

Venue

(17) An application under subsection (15) or (16) shall be made to a court having jurisdiction in the place where the corporation has its registered office or in the province where the dissenting shareholder resides if the corporation carries on business in that province.

No security for costs

(18) A dissenting shareholder is not required to give security for costs in an application made under subsection (15) or (16).

Parties

(19) On an application to a court under subsection (15) or (16),
(a) all dissenting shareholders whose shares have not been purchased by the corporation shall be joined as parties and are bound by the decision of the court; and
(b) the corporation shall notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.

Powers of court

(20) On an application to a court under subsection (15) or (16), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting shareholders.

Appraisers

(21) A court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

Final order

(22) The final order of a court shall be rendered against the corporation in favour of each dissenting shareholder and for the amount of the shares as fixed by the court.

Interest

(23) A court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

Notice that subsection (26) applies

(24) If subsection (26) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (22), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

Effect where subsection (26) applies

(25) If subsection (26) applies, a dissenting shareholder, by written notice delivered to the corporation within thirty days after receiving a notice under subsection (24), may

(a) withdraw their notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to their full rights as a shareholder; or
(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

Limitation

(26) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

(a) the corporation is or would after the payment be unable to pay its liabilities as they become due; or
(b) the realizable value of the corporation's assets would thereby be less than the aggregate of its liabilities.

SCHEDULE "E"

INFORMATION CONCERNING TRIGON

The following information is provided by Trigon and is reflective of the current business, financial and share capital position of Trigon and includes certain information reflecting the status of Trigon following the completion of the Arrangement. For further information regarding Trigon, see "Documents Incorporated By Reference" in this Circular, all of which are available on SEDAR+ at www.sedarplus.ca under Trigon's profile.

Name, Address and Incorporation

The Corporation was incorporated under the Canada Business Corporations Act on April 1, 2005. On April 27, 2012, the Corporation changed its name from Pan Terra Industries Inc. to Kombat Copper Inc. and its stock symbol from "PNT" to "KBT". Effective December 28, 2016, the Corporation changed its name to Trigon Metals Inc. and its stock symbol to "TM". The Corporation's registered office and head office are located at 130 Queens Quay East, Suite 1224, Toronto, Ontario, Canada, M5A 0P6.

Trigon is a reporting issuer in the provinces of British Columbia, Alberta and Ontario. The Trigon Shares are listed and posted for trading on the TSXV under the symbol "TM".

Summary Description of Business

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 Copper mine in Namibia as well as the Silver Hill and Addana exploration projects in Morocco.

Business and Business Objectives Post-Arrangement

Trigon's objective is to complete the Arrangement and, thereafter, to continue to focus its efforts on exploring and developing its copper and lead properties. In the event the Arrangement is not completed, Trigon's business will continue as it is currently being carried on.

Two Year History

The following is a discussion of the general development of Trigon's business over the last two financial years ended March 31, 2022 and 2023, as well as the period until the date of this Circular. The discussion is a summary of the major events or conditions that have influenced Trigon's development through the aforementioned periods.

On June 16, 2021, the Corporation renewed its mining licence for the Kombat Project. The renewal of the licence, issued for a 10-year period, allows for the restart of the Kombat Project, where open pit mining was planned to commence by the end of 2021.

On July 22, 2021, the Corporation renewed its Environmental Clearance Certificate ("ECC") for mining activities on its Namibian mining licences including: Gross Otavi, Asis (including the Kombat Central, Kombat West and Kombat East deposits), Asis Far West (including the Asis West, Asis Far West and Asis Gap deposits) and Asis Ost. A new ECC was also granted for the Corporation's Exclusive Prospecting Licence 7525 from the Namibian government.

On August 11, 2021, the Corporation appointed Tulela Mining & Construction CC ("Tulela"), as the open pit mining contractor for its Kombat Project.

On August 18, 2021, the Corporation entered into a power supply agreement with local power distributor, CENORED (Pty) Ltd.

On August 23, 2021, the Corporation completed the procurement of long lead equipment items for the Kombat Project processing plant by Yantai Xinhai Industry & Trade Co., Ltd (formerly Xinhai (Yantai) Mining Engineering Co., Ltd).

On September 7, 2021, the Corporation closed the first tranche of a non-brokered private placement of units. The Corporation issued 9,602,500 units at a price of \$0.40 per unit for aggregate gross proceeds of \$3,841,000.

On September 17, 2021, the Corporation filed an updated technical report for the Kombat Project. The updated technical report reports an Indicated Mineral Resource of 12,220,000 tonnes and an Inferred Mineral Resource (as defined in the CIM Definition Standards) of 1,910,000 tonnes, representing a 66% increase in the Indicated Mineral Resource from the previous estimate reported in October 2020.

On September 20, 2021, the Corporation closed, on an oversubscribed basis due to investor demand, a second and final tranche of its previously announced non-brokered private placement of units. The Corporation 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. Combined with the closing of the first tranche on September 7, 2021, the Corporation issued a total of 17,165,000 units for aggregate gross proceeds of \$6,866,000. In connection with the second tranche, the Corporation paid cash finder's fees of \$117,740 and issued 294,350 finder's warrants (the "Finder Warrants") to eligible finders.

On September 22, 2021, Tulela, the open pit mining contractor for the Kombat Project, commenced with mining establishment at the Kombat Project, including delivery of mining equipment.

On November 11, 2021, the Corporation announced that recent drilling at the Kombat Project unexpectedly intercepted high-grade mineralization with the potential to increase both the resource tonnes and deposit grade. Geotechnical testing of the rock conditions around the planned open pits has been completed to confirm rock stability for mine design purposes. Four of the geotechnical holes contained significant amounts of copper, representing the potential for an increase of tonnage, of grade and of the life of the open mine.

On November 23, 2021, the Corporation satisfied all of the conditions precedent to receive funding pursuant to its credit agreement dated October 28, 2021 with IXM SA ("IXM") for a US\$5,000,000 project finance facility (the "Credit Facility") to restart the Kombat Project. The first tranche of the Credit Facility of US\$2,500,000 was drawn down immediately. The Corporation and IXM also signed an offtake agreement for the purchase of copper concentrate by IXM from the Kombat Project.

On November 29, 2021, the Corporation announced the election of Mr. Gabriel Ollivier to the Corporation's Board.

On December 9, 2021, the Corporation entered into a lease agreement with Kombat Village Properties (Pty) Ltd ("KVP"), for the lease of land in and around the Kombat Project. KVP will receive 200,000 Trigon Options to acquire 200,000 Trigon Shares at an exercise price of \$0.46, vesting immediately and will be exercisable for a period of three years from the date of issuance, subject to the approval of the TSXV. In connection with the lease transaction, Trigon agreed to transfer a 10% equity interest in the Corporation's wholly-owned subsidiary, Gazania Investments Nine (Proprietary) Limited, valued at \$50,000, to Texel Mining and Exploration (Proprietary) Limited, subject to TSXV approval.

On December 17, 2021, the first flotation of copper concentrate using the newly refurbished mill occurred at the Kombat Project.

On December 20, 2021, the Corporation filed an updated National Instrument 43-101 compliant Mineral Reserve estimate and feasibility study for the open pit mine at the Kombat Project.

On December 29, 2021, the Corporation appointed Paul Bozoki as its Chief Financial Officer, replacing Deborah Battiston, the former Chief Financial Officer of the Corporation.

On December 30, 2021, the Corporation's first copper concentrates were produced at the Kombat Project.

On February 7, 2022, the Corporation closed the first tranche of a non-brokered private placement of units. The Corporation issued 3,312,642 units at a price of \$0.35 per unit for aggregate gross proceeds of \$1,159,425, with each unit being comprised of one Trigon Share and one-half of one Trigon Warrant. Each Trigon Warrant entitles the holder thereof to acquire one Trigon Share at a price of \$0.50 for a period of 24 months from the date of issuance. The Corporation paid cash finder's fees of \$52,846 and issued 149,560 Finder Warrants to eligible finders, with each Finder Warrant entitling the holder thereof to acquire one Trigon Share at a price of \$0.35 for a period of 24 months following the date of issuance.

On February 16, 2022, the Corporation closed the second and final tranche of its previously announced non-brokered private placement of units. The Corporation issued 3,848,665 units at a price of \$0.35 per unit for aggregate gross proceeds of \$1,347,032, with each unit being comprised of one Trigon Share and one-half of one Trigon Warrant. Each Trigon Warrant entitles the holder thereof to acquire one Trigon Share at a price of \$0.50 for a period of 24 months from the date of issuance. The Corporation paid cash finder's fees of \$19,845 and issued 56,700 Finder Warrants to eligible finders, with each Finder Warrant entitling the holder thereof to acquire one Trigon Share at a price of \$0.35 for a period of 24 months following the date of issuance. Certain directors and officers of the Corporation subscribed for units pursuant to such final tranche.

On February 28, 2022, the Corporation announced the first shipments of copper concentrate from the Kombat Project.

On March 14, 2022, the Corporation closed a non-brokered private placement of units on a fully subscribed basis. The Corporation issued 4,862,500 units at a price of \$0.40 per unit for aggregate gross proceeds of \$1,945,000, with each unit being comprised of one Trigon Share and one-half of one Trigon Warrant. Each Trigon Warrant entitles the holder thereof to acquire one Trigon Share at a price of \$0.50 for a period of 24 months following the date of issuance. The Corporation paid cash finder's fees of \$56,000 and issued 140,000 Finder Warrants to eligible finders, with each Finder Warrant entitling the holder thereof to acquire one Trigon Share at a price of \$0.40 for a period of 24 months following the date of issuance.

On March 23, 2022, the Corporation advanced exploration on the Silver Hill Project, evidencing historical mining and successfully identifying copper and silver grades, with notable values for cobalt.

On May 4, 2022, the Corporation entered into a convertible security funding agreement (the "Convertible Security Agreement") with Lind Global Fund II, LP ("Lind") in the principal amount of \$5,500,000. The Lind funding replaced the US\$5,000,000 working capital facility from IXM. Pursuant to the Convertible Security Agreement, Lind agreed to make an investment of \$5,500,000, less a commitment fee of \$165,000, in exchange for a convertible security (the "Convertible Security") with a face value of \$6,600,000, representing a principal amount of \$5,500,000 (the "Principal Amount") and a pre-paid interest amount of \$1,100,000 (the "Pre-Paid Interest"). In connection with the issuance of the Convertible Security, Trigon shall issue Lind 15,925,373 Trigon Warrants exercisable for a term of 24 months at an exercise price of \$0.35 per Trigon Share.

On May 24, 2022, the Corporation entered into a credit agreement with Sprott Mining Inc. ("Sprott") and Spinco in the amount of a US\$2,500,000 loan to fund the Corporation's operations in Namibia. Such loan had a term of 180 days and will accrue interest at 12.0% per annum, payable in arrears, secured with a first ranking charge against Trigon's Moroccan assets, but subordinate to the Convertible Security on the remainder of Trigon's assets. Upon closing, Trigon issued 2,500,000 Trigon Warrants, each exercisable for one Trigon Share at a price of \$0.47 per Trigon Share for a period of one year from the date of issuance.

On July 7, 2022, the Corporation restarted operations at the Kombat Project and to date, 548 tonnes of concentrate had been shipped and revenue received. Trigon also advanced discussions on the official sale of silver revenues in a streaming agreement that would bring in additional capital necessary to advance underground development of the Kombat Project.

On August 2, 2022, the Corporation began initial mining on the Kavango Pit and paused operations at the Kombat Project to optimize its newly increased working capital by focusing on higher grade and more consistent ore bodies drilled in the Kavango Pit.

On August 25, 2022, the Corporation appointed Mr. Mohammed Benharref to the Board.

On October 24, 2022, the Corporation entered into a definitive agreement (the "Stream Agreement") with Sprott and Sprott Private Resource Streaming and Royalty (B) Corp. ("Sprott Streaming" and, collectively with Sprott, the "Investors") for a US\$37,500,000 silver and copper stream (the "Transaction") for the Kombat Project, with an initial tranche of US\$15,700,000 advanced at that time. US\$2,625,000 of the initial advance was allocated to repayment of the amounts owing to Sprott under the loan agreement dated May 24, 2022 and \$5,500,000 was used to repay the principal under the Convertible Security Agreement with Lind, with remaining Pre-Paid Interest being repaid by the issuance of 3,271,605 Trigon Shares at a deemed price of \$0.162 per Trigon Share, satisfying Trigon's obligations under the Convertible Security Agreement in full. The silver stream is for the life of the mine and is restricted to the Kombat Project. 2,500,000 Trigon Warrants were issued to Sprott replacing the 2,500,000 Trigon Warrants that were issued on May 24, 2022. Each newly issued Trigon Warrant will have an exercise price of \$0.23 and will be exercisable for one Trigon Share for a term of three years.

On December 7, 2022, the Corporation received the remaining US\$21,800,000 pursuant to the terms of the Stream Agreement with Sprott Streaming and Sprott.

On December 14, 2022, the Corporation announced that the TSXV approved the extension of the exercise period of 11,649,996 Trigon Warrants by 12 months to January 8, 2024, all of which are exercisable at \$0.20 per Trigon Share. The Trigon Warrants were issued pursuant to a private placement which closed on January 8, 2020.

On January 6, 2023, the Trigon Shares began trading on the OTCQB Venture Market in the United States under the stock symbol "PNTZF".

On January 23, 2023, Trigon engaged Renmark Financial Communications Inc. to provide investor relations support and host virtual roadshows, at an estimated total cost of \$63,000 to the Corporation, for a period of seven months, and continuing monthly thereafter.

On May 9, 2023, Trigon conducted a successful first mining blast and officially restarted mining operations at the Kombat Project. Blasts are scheduled to continue on a weekly basis until use of the mill at the Kombat Project begins, whereupon blasts will be scheduled twice per week.

On June 13, 2023, the Corporation acquired the exclusive prospecting licence 8529 ("EPL 8529" or the "Licence"), which significantly expands its land holding in Namibia. As consideration for the Licence, Trigon paid approximately \$122,556 and issued 84,129 Trigon Shares to the vendor. EPL 8529 is valid for a period of three years from November 9, 2022 to November 8, 2025.

On June 28, 2023, the Corporation was granted several exclusive prospecting licences encompassing 112 square kilometres in the Addana Mountains of southern Morocco (the "Addana Project"). The Addana Project is a silver and lead, polymetallic deposit.

On July 12, 2023, the Corporation closed a private placement of units, pursuant to which the Corporation issued 25,000,000 units at a price of \$0.20 per unit for aggregate gross proceeds of \$5,000,000, with each unit being comprised of one Trigon Share and one-half of one Trigon Warrant. Each Trigon Warrant entitles the holder to purchase one Trigon Share at an exercise price of \$0.30 per Trigon Share for a period of 36 months following the date of issuance. In connection with the offering of units, Beacon Securities Limited and Echelon Wealth Partners (together, the "Agents") received an aggregate cash fee equal to \$204,450. In addition, Trigon issued to the Agents 1,022,250 non-transferable compensation options, each entitling the holder thereof to purchase one Trigon Share at an exercise price of \$0.20 for a period of 36 months from July 12, 2023. Further, Trigon also paid the Agents a corporate finance fee of \$83,000, plus applicable taxes. The Agents also received 417,000 corporate finance fee compensation options, to purchase an equal number of Trigon Shares, subject to adjustment in certain circumstances, at an exercise price of \$0.20 for a period of 36 months from July 12, 2023.

On August 10, 2023, the Corporation restarted milling and processing at the Kombat Project. Trigon successfully restarted copper concentrate production at the Kombat Project, placing the project on track to meet commercial production targets by the end of September 2023. Additionally, Trigon achieved the major milestone of turning on the mill's crushing facility and starting the flotation circuit.

On August 18, 2023, the Kombat Project produced its first sale-ready dried copper concentrate for sale at the mill which has a capacity of 1,000 tonnes per day and on August 21, 2023, the first full day of concentrate production, 436 tonnes of ore were processed through the mill.

On August 21, 2023, the Corporation placed an order with Epiroc South Africa (Pty) Ltd to purchase underground mining equipment with a value of US\$8,933,261. The purchase will be paid through Trigon's Namibian subsidiary, Trigon Mining (Namibia) (Pty) Ltd., which has received approval from Epiroc Financial Solutions AB for equipment financing (the "Facility") for 85% of the purchase price, with a 15% down payment, term of 60 months and interest accruing at 10.95% per annum. Repayments will be made in 55 monthly payments, commencing six months after the respective dates of shipment. An arrangement fee of 0.75% of the financed amount will be payable on signature of a supplier credit agreement. The equipment is expected to be received on-site at the Kombat Project between October 2023 and March 2024.

On September 20, 2023, the TSXV approved the Corporation's application to extend the term of (i) 3,781,250 Trigon Warrants previously set to expire on September 20, 2023, with an exercise price of \$0.50, (ii) 6,889,499 Trigon Warrants previously set to expire on September 24, 2023 with an exercise price of \$0.45, and (iii) 735,999 Trigon Warrants previously set to expire on October 8, 2023 with an exercise price of \$0.45, each to March 31, 2024.

On September 29, 2023, the Corporation shipped its first copper concentrate product from the Kombat Project, marking the beginning of cash flow from the operation.

On October 11, 2023, the Corporation achieved commercial production at the Kombat Project. Commercial production status is defined as operating at 70% of production capacity over a period of 30 consecutive days.

On November 29, 2023, the Corporation appointed Rennie Morkel as President and Chief Operating Officer of the Corporation as Jed Richardson transitions to the role of Executive Chairman, and elected Grant Sboros as a director of the Corporation. Additionally, the Corporation entered into a definitive agreement to acquire the Kalahari Copperbelt Project in Namibia, including exclusive prospecting licences covering 280 kilometres along the strike of the Kalahari Copper Belt. As consideration for the acquisition, Trigon will issue 13,600,000 Trigon Shares to the vendor, subject to closing conditions of the definitive agreement.

On February 5, 2024, the Corporation commenced operational training for the underground mine at the Kombat Project ahead of schedule, marked by the successful blasting of the first block, which was initiated at the Asis West shaft's No. 1 level.

On February 28, 2024, as a result of certain developments, the Corporation decided to postpone the expansion of its processing plant capacity at the Kombat Project from 30ktpm to 60ktpm, originally planned for 2024, to 2025.

On March 4, 2024, the Corporation announced the results of the feasibility study undertaken on its Kombat Asis West underground mine in Namibia (the "Feasibility Study"). The Feasibility Study was prepared by SRK Consulting South Africa (Pty) Ltd. The highlights of the Feasibility Study included significant Mineral Reserves and production, strong financial metrics, Defined Project Capital requirement, and derisked operational and production profile.

Mineral Resources are shown in Tables 2 to 4 below. Mineral Resources are reported inclusive of any Mineral Reserves that may be derived from them.

	Mineral				Grade			Content
Area	Resource Category	Tonnes (Mt)	Density (t/m3 )	Cu (%)	Pb (%)	Ag (g/t)	Cu (t)	Pb (t)	Ag (kg)
Kombat East		2.26	2.79	0.92	0.36	6.01	20 760	8 064	1 593
Kombat Central	Indicated	0.87	2.78	1.07	0.13	9.32	9 294	1 167	148
Kombat West		0.01	2.98	1.95	4.69	17.43	268	645	10
Total Indicated		3.14	2.79	0.97	0.31	6.98	30 322	9 876	1 751
Gross Otavi	Inferred	0.54	2.85	0.74	2.27	1.15	3 943	12 186	615
Total Inferred		0.54	2.85	0.74	2.27	1.15	3 943	12 186	615h

Table 2: Open Pit Mineral Resource Statement for Kombat Mine as at February 29, 2024

Notes:

(1) A Mineral Resource is not a Mineral Reserve, and there is no guarantee that all or part of the Mineral Resource will be converted to a Mineral Reserve.

(2) The Mineral Resources have been depleted with historical mining pit shells and underground voids.

(3) The Mineral Resources are reported within an optimised pit shell, based on the techno-economic factors disclosed above.

(4) The Kombat Mineral Resources are reported above a 0.53% Cu cut-off, and the Gross Otavi Mineral Resources above a 0.60% CuEq cut-off.

(5) Mineral Resources are reported as total Mineral Resources and not attributable to Trigon.

(6) Mineral Resources are reported inclusive of any Mineral Reserves that may be derived from them.

(7) The Gross Otavi Mineral Resources include geological losses of 15%, depletion for unknown historical development of 1% and reduced by a porosity factor by 7.5%.

Table 3: Underground Mineral Resource Statement for Kombat Mine at February 29, 2024

	Mineral				Grade			Content
Area	Resource Category	Tonnes (Mt)	Density (t/m3 )	Cu (%)	Pb (%)	Ag (g/t)	Cu (t)	Pb (t)	Ag (kg)
Kombat East		0.36	2.81	1.44	1.23	9.23	5 219	4 443	3 346
Kombat Central		0.85	2.81	1.55	0.86	12.55	13 173	7 299	10 664
Kombat West	Indicated	1.18	2.83	1.90	1.30	11.26	22 393	15 319	13 255
Asis West		7.53	2.82	2.38	0.80	18.02	179 213	60 603	135 707
Gap		0.50	2.79	1.89	0.16	9.90	9 529	822	4 990
Total Indicated		10.42	2.82	2.20	2.20	16.11	229 527	88 486	167 962
Kombat East		0.00	2.83	1.45	1.79	13.64	0	0	0
Kombat Central		0.01	2.88	2.02	2.74	0.01	187	254	0
Kombat West		0.13	3.68	5.00	10.50	0.08	6 377	13 399	11
Asis West	Inferred	0.12	2.82	2.49	0.71	13.74	2 946	846	1 628
Gap		0.01	2.79	1.64	0.17	32.79	229	24	458
Asis Far West		1.53	2.79	2.15	0.37	7.99	32 763	5 703	12 196
Total Inferred		1.80	2.84	2.37	1.13	7.96	42 503	20 226	14 293

Notes:

(1) A Mineral Resource is not a Mineral Reserve, and there is no guarantee that all or part of the Mineral Resource will be converted to a Mineral Reserve.

(2) The Mineral Resources have been depleted with historical mining underground voids.

(3) The Mineral Resources are reported above a 1.2% CuEq cut-off.

(4) Mineral Resources are reported as total Mineral Resources and not attributable to Trigon.

(5) Mineral Resources are reported inclusive of any Mineral Reserves that may be derived from them.

(6) No geological losses are applied.

	Mineral				Grade			Content
Source	Resource Category	Tonnes (Mt)	Density (t/m3 )	Cu (%)	Pb (%)	Ag (g/t)	Cu (t)	Pb (t)	Ag (kg)
Open Pit	Indicated	3.14	2.79	0.97	0.31	6.98	30 322	9 876	1 751
Underground		10.42	2.82	2.20	2.20	16.11	229 527	88 486	167 962
Total Indicated		13.56	2.81	1.92	1.76	14.00	259 849	98 362	169 713
Open Pit		0.54	2.85	0.74	2.27	1.15	3 943	12 186	615
Underground	Inferred	1.80	2.84	2.37	1.13	7.96	42 503	20 226	14 293
Total Inferred		2.33	2.85	1.99	1.39	6.39	46 446	32 412	14 908

Table 4: Total Mineral Resource statement for Kombat Mine as at February 29, 2024

Notes:

(1) A Mineral Resource is not a Mineral Reserve, and there is no guarantee that all or part of the Mineral Resource will be converted to a Mineral Reserve.

(2) The Mineral Resources have been depleted with historical mining underground voids.

(3) The underground Mineral Resources are reported above a 1.2% CuEq cut-off. The Kombat open Pit Mineral Resources (All indicated) are reported above a 0.53% Cu cut-off, and the Gross Otavi open Pit Mineral Resources (All Inferred) above a 0.60% CuEq cut-off.

(4) Mineral Resources are reported as total Mineral Resources and not attributable to Trigon.

(5) Mineral Resources are reported inclusive of any Mineral Reserves that may be derived from them.

(6) No geological losses are applied at Kombat. The Gross Otavi Mineral Resources include geological losses of 15%, depletion for unknown historical development of 1% and reduced by a porosity factor by 7.5%.

The open pit Mineral Reserves as set out in Table 5 are limited to the Ore Capping open pits, which are situated in the Kombat East and Central areas. The LoM pit has been excluded due to interference with current underground infrastructure. The open pit Mineral Reserve is declared at the RoM stockpile as a reference point.

Table 5: Open Pit Mineral Reserve Statement for Kombat Mine as at February 29, 2024

			Grade		Content
Area	Mineral Reserve Category	Tonnes (Mt)	Cu (%)	Ag (g/t)	Cu (t)	Ag (kg)
Kombat East	Probable	0.75	0.93%	5.7	6 953	4 299
Total Probable		0.75	0.93%	5.7	6 953	4 299

Notes:

(1) The Mineral Reserves have been depleted with historical mining pit shells and underground voids.

(2) The Mineral Reserves are reported within pit designs and scheduled.

(3) The Kombat Mineral Reserves are reported above a 0.56% Cu cut off.

(4) Mineral Reserves are reported as total Mineral Reserves and not attributable to Trigon.

(5) The Mineral Reserve statement excludes 13.0 kt at 0.83% Cu sitting in stockpile.

The Mineral Reserves for the underground mining schedule are set out in Table 6 below. The Mineral Reserves are reported at the point where the ore is fed into the processing plant.

Table 6: Kombat Asis West Underground Mineral Reserve as at February 29, 2024

			Grade		Content
Area	Mineral Reserve Category	Tonnes (Mt)	Cu (%)	Ag (g/t)	Cu (t)	Ag (kg)
Asis West	Probable	1.64	3.16%	22.8	51 643	37 393
Total Probable		1.64	3.16%	22.8	51 643	37 393

Notes:

(1) Applied a dilution factor 0.5 m envelope of ore below cut-off in the stopes.

(2) Applied an overbreak of 5% in waste development.

(3) Lashing or mucking loss of blasted material in the stopes at 2%.

(4) Applied a cut-off of 1.5% Cu ore.

(5) The Mineral Reserve estimates are declared at the shaft head.

(6) Cu metallurgical recovery applied is 93%.

(7) The declaration is according to CIM Standards.

The combined Mineral Reserves for the Kombat mine are set out in Table 7 below.

			Grade		Content
Area	Mineral Resource Category	Tonnes (Mt)	Cu (%)	Ag (g/t)	Cu (t)	Ag (kg)
Asis West Underground	Probable	1.64	3.16%	22.8	51 643	37 393
Open pit	Probable	0.75	0.93%	5.7	6 953	4 299
Stockpile	Probable	0.01	0.83%	2.5	108	33
Total	Probable	2.40	2.40%	17.4	58 704	41 726

Table 7: Kombat Combined Mineral Reserve as at February 29, 2024

Open Pit Mining Notes:

(1) The Mineral Reserves have been depleted with historical mining pit shells and underground voids.

(2) The Mineral Reserves are reported within pit designs and scheduled.

(3) The Kombat Mineral Reserves are reported above a 0.56% Cu cut-off.

(4) Mineral Reserves are reported as total Mineral Reserves and not attributable to Trigon.

Underground Notes:

(1) Applied a dilution factor 0.5m envelope of ore below cut-off in the stopes.

(2) Applied an overbreak of 5% in waste development.
(3) Lashing or mucking loss of blasted material in the stopes at 2%.
(4) Applied a cut-off of 1.5% Cu ore.

(5) The Mineral Reserve estimates are declared at the point where the ore if fed into the plant.

(6) Cu metallurgical recovery applied is 93%.
(7) The declaration is according to CIM Standards.

(8) Mineral Reserves are reported as total Mineral Reserves and not attributable to Trigon.

Authorized and Issued Share Capital

The authorized share capital of the Corporation consists of an unlimited number of Trigon Shares without par value. As at the Record Date, 204,273,600 Trigon Shares are issued and outstanding. An additional 8,870,000 Trigon Shares may be issued upon the exercise of outstanding Trigon Options and 43,405,621 Trigon Shares may be issued upon exercise of outstanding Trigon Warrants.

Upon completion of the Arrangement, all Trigon Shares will be exchanged for New Trigon Shares having identical rights and restrictions as the Trigon Shares. In this Schedule, all references to the "Trigon Shares" shall be deemed to be referred to as the "New Trigon Shares" upon completion of the Arrangement.

Trigon Shareholders are entitled to one vote per Trigon Share at all meetings of Trigon Shareholders. Trigon Shareholders are entitled to receive dividends as and when declared by the Board and to receive a pro rata share of the assets of the Corporation available for distribution to Trigon Shareholders in the event of the liquidation, dissolution or winding-up of the Corporation. All Trigon Shares rank equally as to all benefits which might accrue to the Trigon Shareholders.

Trigon Selected Financial Information and MD&A

Annual Information

The following table sets out selected financial information for the periods indicated and should be considered in conjunction with the audited consolidated financial statements for the year ended March 31, 2023, with comparatives for the twelve-month period ended March 31, 2022, incorporated by reference in this Circular and filed on SEDAR+ at www.sedarplus.ca.

	As at March 31, 2023 (audited) (US\$)	As at March 31, 2022 (audited) (US\$)
Balance Sheet Data
Total assets	35,672,049	18,150,530
Total current liabilities	1,771,737	6,732,133
Total long term liabilities	40,807,046	2,542,308

	For the Year Ended March 31, 2023 (audited) (US\$)	For the Year Ended March 31, 2022 (audited) (US\$)
Income Statement Data
Pre-production revenue	949,194	Nil
Exploration and evaluation expenditures	2,631,434	711,860
Total expenses	5,893,142	5,386,333
Finance charges	(4,158,461)	(251,849)
Net loss	(18,214,284)	(5,697,656)
Comprehensive loss	(18,719,543)	(5,545,863)

Management's Discussion and Analysis

See Trigon's MD&A for the fiscal year ended March 31, 2023, incorporated by reference in this Circular and filed under Trigon's profile on SEDAR+ at www.sedarplus.ca. The MD&A should be read in conjunction with Trigon's audited consolidated financial statements for the fiscal year ended March 31, 2023, incorporated by reference in this Circular and filed under Trigon's profile on SEDAR+ at www.sedarplus.ca.

Trends

As a junior resource issuer, Trigon is highly subject to the cycles of the resource sector and the financial markets as they relate to junior companies.

Trigon's financial performance is dependent upon many external factors. Both prices and markets for metals are volatile, difficult to predict and subject to changes in domestic and international, political, social and economic environments. The mineral exploration, development and production industry is very competitive. As a production and exploration company, Trigon is subject to numerous competitive conditions such as need for additional capital and commercial viability of its properties. Circumstances and events beyond its control could materially affect the financial performance of Trigon. Apart from this risk, and the risk factors noted under the heading "Risk Factors" below, Trigon is not aware of any other trends, commitments, events or uncertainties that are reasonably likely to have a material adverse effect on its business, financial conditions or results of operations.

Consolidated Capitalization

The following table sets out Trigon's capitalization as of the dates specified therein. The table should be read in conjunction with Trigon's audited financial statements for the fiscal year ended March 31, 2023, incorporated by reference in this Circular and filed under Trigon's profile on SEDAR+ at www.sedarplus.ca.

Designation of Security	Amount Authorized	Amount Outstanding as at March 31, 2023(1) (audited)	Amount Outstanding as of the Record Date(1) (unaudited)	Amount Outstanding after giving effect to the Arrangement(1) (unaudited)
Trigon Shares	unlimited	174,927,807	204,273,600	40,854,720
Trigon Warrants	47,629,532	66,249,072	43,405,621	8,681,124
Trigon Options	20,427,360	8,810,000	8,870,000	1,774,000(2)

Notes:

(1) Does not include any Trigon Shares issuable on exercise of the Trigon Warrants or Trigon Options (refer to "Authorized and Issued Share Capital" above).

(2) Represents Trigon Replacement Options to be issued in exchange for the Trigon Options outstanding, pursuant to the Arrangement.

Prior Sales

Trigon Shares

The following table summarizes details of the Trigon Shares issued by Trigon during the 12-month period prior to the date of this Circular.

Date of Issuance	Security	Price per Security (\$)	Number of Securities
June 13, 2023	Common Shares	\$0.23	84,129
July 12, 2023	Common Shares	\$0.20	25,000,000

Trigon Options

The following table summarizes details of the Trigon Options issued by Trigon during the 12-month period prior to the date of this Circular.

Date of Issuance	Security	Price per Security (\$)(1)	Number of Securities
N/A	Stock Options	N/A	Nil

Notes: (1) Exercise price of the Trigon Options.

Trigon Warrants

The following table summarizes details of the Trigon Warrants issued by Trigon during the 12-month period prior to the date of this Circular.

Date of Issuance	Security	Price per Security (\$)(1)	Number of Securities
July 12, 2023	Warrants	\$0.30	12,500,000
July 12, 2023	Warrants	\$0.20	1,022,250
July 12, 2023	Warrants	\$0.20	417,000

Notes:

(1) Exercise price of the Trigon Warrants.

Trading Price and Volume of Trigon Shares

The Trigon Shares are listed and posted for trading on the TSXV under the symbol "TM". The following table sets forth information relating to the trading of the Trigon Shares on the TSXV on a monthly basis for each month, or, if applicable, partial months of the 12-month period prior to the date of this Circular:

Month	High (\$)	Low (\$)	Volume
March 1 – March 8, 2024	\$0.185	\$0.16	1,015,235
February 2024	\$0.225	\$0.16	1,945,416
January 2024	\$0.255	\$0.19	3,670,897
December 2023	\$0.25	\$0.20	3,655,400
November 2023	\$0.255	\$0.16	4,013,220
October 2023	\$0.19	\$0.16	2,844,128
September 2023	\$0.22	\$0.155	2,924,888
August 2023	\$0.22	\$0.18	4,168,466
July 2023	\$0.20	\$0.16	8,709,480
June 2023	\$0.265	\$0.18	5,576,034
May 2023	\$0.275	\$0.20	2,847,465
April 2023	\$0.29	\$0.19	2,672,201
March 2023	\$0.225	\$0.175	3,715,996

Dividends and Dividend Policy

Trigon has not paid dividends on the Trigon Shares since incorporation. It is not contemplated that any dividends will be paid on the Trigon Shares in the immediate future, as it is anticipated that all available funds will be invested to finance the growth of Trigon's business. The Board will determine if, and when, dividends will be declared and paid in the future from funds properly applicable to the payment of dividends based on Trigon's financial position at the relevant time.

Directors and Officers

The directors and executive officers of Trigon are expected to remain the same following completion of the Arrangement. It is expected the directors and officers of Trigon will continue to be:

Jed Richardson	Chief Executive Officer and Executive Chairman
Paul Bozoki	Chief Financial Officer
Rennie Morkel	President and Chief Operating Officer
Damian Lopez	Corporate Secretary
Larisa Sprott	Director
Daye Kaba	Director
Dr. David Shaw	Director
Gabriel Ollivier	Director
Mohammed Benharref	Director
Grant Sboros	Director

Risk Factors Related to Trigon

In addition to the other information contained in this Circular, the following factors, among others, should be considered carefully when considering risks related to Trigon's business (including, without limitation, the documents incorporated by reference). The risks described herein and in the documents incorporated by reference in this Circular are not the only risks facing Trigon. Additional risks and uncertainties not currently known to Trigon, or that Trigon currently deems immaterial, may also materially and adversely affect its business. Furthermore, if the Arrangement is completed, Trigon Shareholders will be shareholders of Trigon and Spinco and will be subject to the risks related to Spinco. See "Schedule "F" – Information Concerning Spinco".

Future Sales or Issuances of Securities

Trigon may issue additional securities to finance future activities. Trigon cannot predict the size of future issuances of securities or the effect, if any, that future issuances and sales of securities will have on the market price of the Trigon Shares. Sales or issuances of substantial numbers of Trigon Shares, or the perception that such sales could occur, may adversely affect prevailing market prices of the Trigon Shares. With any additional sale or issuance of Trigon Shares, investors will suffer dilution to their voting power and Trigon may experience dilution in its earnings per share.

Regulatory Compliance

As a reporting issuer listed on the TSXV, Trigon is subject to various rules and regulations governing matters such as timely disclosure, continuous disclosure obligations and corporate governance practices. Non-compliance with such rules and regulations may result in enforcement actions by the applicable securities regulatory authorities and/or the TSXV.

SCHEDULE "F"

INFORMATION CONCERNING SPINCO

Unless otherwise indicated, the following information is provided by Spinco, is presented on a post-Arrangement basis, and is reflective of the proposed business, financial and share capital position of Spinco. Unless otherwise indicated, all currency amounts are stated in Canadian dollars.

The following information should be read in conjunction with the audited consolidated financial statements and notes thereto for the period from Spinco's incorporation on April 5, 2022 to March 31, 2023, the condensed consolidated interim financial statements and notes thereto for the nine months ended December 31, 2023, each attached as Schedule "G", and related management's discussion and analysis, as well as the audited financial statements and notes thereto of Technomine Africa S.A.R.L. ("Technomine") for the years ended March 31, 2023 and 2022, and related management's discussion and analysis, attached as Schedule "H".

Name, Address and Incorporation

Spinco was incorporated under the OBCA on April 5, 2022 and is a wholly-owned subsidiary of Trigon. No material amendments have been made to Spinco's articles or other constating documents since its incorporation, other than the filing of articles of amendment on February 1, 2024 for the purpose of changing Spinco's name from "Trigon (Morocco) Holding Corp." to "Safi Silver Corp.", re-designating the existing class of shares as Spinco Class A Shares, and creating a new class of shares consisting of an unlimited number of Spinco Common Shares. Upon completion of the Arrangement, Spinco will no longer be a whollyowned subsidiary of Trigon.

Spinco's head and principal business address is located at 130 Queens Quay East, Toronto, Ontario, Canada, M5A 0P6. Spinco's registered office address is located at 130 Queens Quay East, Toronto, Ontario, Canada, M5A 0P6.

General Description of the Business

Upon completion of the Arrangement, Spinco will continue to focus on its main asset, the Silver Hill Project in Morocco, as a junior mineral exploration company. See "The Silver Hill Project" below for a description of the Silver Hill Project. Spinco will focus its immediate efforts on exploring the Silver Hill Project.

Upon completion of the Arrangement, it is expected that Spinco will be a reporting issuer in British Columbia, Alberta and Ontario. As at the date of this Circular, Spinco does not have any of its securities listed or quoted on any stock exchange, but intends to apply to list the Spinco Common Shares on a recognized Canadian stock exchange. The completion of the Arrangement is conditional upon a recognized Canadian stock exchange approving the listing of the Spinco Common Shares. Until the Spinco Common Shares are listed for trading on a recognized Canadian stock exchange, shareholders may not be able to sell their Spinco Common Shares. There are no assurances that Spinco will be able to attain a listing on any stock exchange.

Spinco's strategy is to focus on creating value for stakeholders through the development of its existing mineral properties for the purpose of mineral exploration and exploitation. At present, Spinco is an exploration-stage company with no producing properties and consequently has no current operating income, cash flow or revenues. There is no assurance that a commercially viable mineral deposit exists on any of Spinco's properties.

In addition to the exploration at the Silver Hill Project, Spinco may evaluate other prospects worthy of exploration and development. The ability of Spinco to continue its exploration initiatives is contingent upon its ongoing ability to raise any additional capital required.

Intercorporate Relationships

Spinco has one subsidiary, being Technomine, which was incorporated in Morocco on June 6, 2013. Technomine holds a 100% interest in the Silver Hill Project.

Trends

Management is not aware of any trend, commitment, event or uncertainty that is both presently known to Management and reasonably expected to have a material effect on Spinco's business, financial condition or results of operations as at the date of this Circular, except as otherwise disclosed herein or except in the ordinary course of business.

The Silver Hill Project

Current Technical Report

The most recent technical report on the Project filed in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects is titled "NI 43-101 Technical Report On The Silver Hill Exploration Project, Morocco For Trigon Metals Inc.", prepared by Fanie Müller, Pr.Eng, B.Eng (Mining), M.Eng (Proj. Man.), MMC, with an effective date of September 24, 2020 (the "Silver Hill Technical Report").

Project Description, Location and Access

The Project is located in the eastern region of Morocco towards the border with Algeria, approximately 5 km north-east of the town Msissi, in the Tinghir Province. The Project can easily be accessed via the national road network which is of high quality and standards.

It is an early stage exploration project, with limited on-site infrastructure and with some initial exploration work completed recently. There is a 22kV power line running adjacent to the Project as well as good potential for underground water.

The Project is held by Technomine. On May 21, 2020, Trigon entered into an agreement pursuant to which it acquired 100% of the shares of Technomine.

The Project is currently permitted by way of an operating licence, No: 383549, which was granted effective from December 21, 2018 and expires on December 20, 2028 (the "Operating Licence").

The area was previously held by way of a research permit (No: 1939140) (the "Research Permit") and was recently upgraded to the Operating Licence. The Operating Licence covers an area of 7.89 km², or 789 hectares. The co-ordinates of the Operating Licence area are set out in Table 1 and Figure 1 below.

Co-ordinate System	Point of Reference		Co-ordinates
Merchich/Nord Maroc	A	X = 558.087,22	Y = 74.190,26
	B	X = 558.976,21	Y = 74.190,26
	C	X = 558.976,21	Y = 74.483.95
	D	X = 559.750,12	Y = 74.483,95
	E	X = 559.750,12	Y = 75.194,36
	F	X = 561.428,90	Y = 75.194,36
	G	X = 561.428,90	Y = 73.023,45
	H	X = 560.571,65	Y = 73.023,45
	I	X = 560.571,65	Y = 72.187,01
	J	X = 558.087,22	Y = 72.187,01

Table 1: Co-ordinates of the Operating Licence

Figure 1: Co-ordinates of the Operating Licence area

The Project area is located approximately five kilometres north east of the village of Msissi, which is situated in the south east of the Tinghir Province of Morocco.

The commune of Msissi is one of twenty-five communes in the Tinghir Province and is located at the extreme south east of the province. The village of Msissi, which is the chief town of the commune, is accessible from Tinghir by the regional road R113 which leads to Alnif. From there the national road N12 eastbound towards Rissani leads to Msissi approximately 45 km away.

Both the cities of Casablanca and Marrakesh host international airports. From Marrakesh, the distance by road is 464 km and it is a 7 to 8-hour drive to the site. From Casablanca, the shortest route is 567 km by road and approximately a 9-hour drive.

Figure 3: Travel route from Marrakesh to Msissi

Figure 4 shows the location of the Operating Licence in relation to the town of Msissi.

Figure 4: Project location in relation to Msissi

The Moroccan Ministry of Energy and Mining (the "Ministry") has regional directorates that are responsible for the granting of mining titles and rights in Morocco.

In 2015 and 2016, the Moroccan Government replaced the previous legislation from 1951, modernising the legislative and regulatory framework governing the mining sector:

2015 Law No 33-13 Related to Mines (the "Mining Law"); and
2016 Decree No 2-15-807 on May 23, 2016 (on the procedure for granting mining titles).

Authorizations, permits and licences under the Mining Law include exploration authorizations; research permits; and operating licences, as follows:

Authorizations, Permits and Licences	Description	Area	Initial term	Renewal term
Exploration Authorization (Autorisation d'Exploration)	Confers on the holder the exclusive right to exploration in the area concerned and to obtain research permits in the area	100-600 km2	2 years	Renewable once for 1 year
Research Permit (Permis de Recherche)	Provides its holder with an exclusive right to research mining products within the area described in the permit in order to identify a deposit	Min 4x4 km2	3 years	Renewable once for 4 years
Operating Licence (Licence d'Exploitation)	Confers on the holder an exclusive right to extract and/or develop mining products from a deposit, as well as to construct buildings and facilities necessary for carrying out mining work	As defined and claimed by the operator	10 years	Successive periods of 10 years until reserves are exhausted

Table 2: Authorizations, permits and licences under Moroccan mining law

Technomine is the holder of the following licences and permits, including the Project Operating Licence through the arrangements with a third party as set out in Table 3. Only the Operating Licence is discussed herein.

Table 3: Licences held by Technomine

Project	Licence Holder	Licence Type	Licence #	Date of Licence	Expiry of Licence
Silver Hill	Ouiselsat (Farm	Operating Licence	383549	Dec 21, 2018	Dec 20, 2028
	out agreement,
	refer below)
Tamdoult	Technomine	Research permit	3941611	Nov 8, 2019	Nov 8, 2022
Tamdoult	Technomine	Research permit	3941612	Nov 8, 2019	Nov 8, 2022
Tamdoult	Technomine	Research permit	3941613	Nov 8, 2019	Nov 8, 2022
Tamdoult	Technomine	Research permit	3941614	Nov 8, 2019	Nov 8, 2022
Tamdoult	Technomine	Research permit	3941615	Nov 8, 2019	Nov 8, 2022

Technomine is the holder of the Operating Licence over the Project, through the following agreements:

The original Research Permit was renewed by Ouiselsat (the "Permit Holder") on December 21, 2014 for a four-year period until December 20, 2018;
Technomine expressed an interest in conducting research and development mining on the Project and on February 5, 2018, Technomine and the Permit Holder entered into a "farm-out" (lease) agreement for the Research Permit. The Ministry approved the lease agreement on November 29, 2018;
In August 2020, the Research Permit was transformed to the Operating Licence effective December 21, 2018 until December 20, 2028; and
On August 6, 2020, Technomine entered into an agreement with the Permit Holder for the transfer of the Operating Licence to Technomine, together with which the Permit Holder submitted a demand to the Regional Director of Mining of the Ministry – Errachidia to request the transfer. This final transfer process is currently underway.

On November 19, 2019, Trigon announced that it had entered into a non-binding memorandum of understanding to acquire a 100% interest in the Project.

On May 21, 2020, a definitive agreement was signed between Trigon, Mohammed Benharref and Ali Mlali, where Trigon acquired a 100% interest in Technomine.

The Operating Licence gives Technomine the right to mine, process and sell any material from the Project.

In terms of the application for the Operating Licence, a payment of 18,000 MAD was made to the authorities with the application. A further payment of 100,000 MAD was made with the request for transfer of the Operating Licence from the Permit Holder to Technomine. No further payments are due over the life of the intended exploitation licence.

According to Moroccan law, an amount of 5,000 MAD per hectare is payable for surface rentals of the area and is only applied to the portion of the Operating Licence under use (effective occupation inside the Operating Licence area). Although the land is owned by local communities, payments are made to the authorities who manage, protect and pay back the communities.

An amount of 25,265.90 MAD has been paid for the Project for a little bit more than 2 hectares. The next payment is due at the end of 2020 for the years 2021 and 2022, based on surface area needed and/or under use at that time.

The original Research Permit over the Project was renewed on December 21, 2014 for a four-year period until December 20, 2018. Technomine applied for transformation of the Research Permit from a research permit to an operating licence within the regulated time frame while the Research Permit was still in force, and the Operating Licence in respect of the Project was granted in August 2020 effective December 21, 2018 to December 20, 2028.

There are no Moroccan Government royalties applicable to the Project.

There are no back-in rights, payments, or other agreements and encumbrances to which the Project is subject.

Technomine will be subject to corporate income tax as follows:

On the exported portion of turnover 17.5%; and
On the local portion of profits corresponding to local turnover standard corporate income tax progressive scale (ranging from 10% to 31% for net income above MAD1 million).

Mining companies in Morocco are also subject to an annual mining tax ranging from MAD1.00 to MAD3.00 per ton extracted, as specified by the regional authorities where the mining takes place.

The environmental division of the Ministry, together with national and regional committees, is responsible for overseeing the EIA process and approving projects.

Laws relating to sustainable development and protection of the environment include:

Law No. 11-03 Protection and enhancement of the environment;
Law No. 12-03 Environmental impact studies (the "EIA Law");
Law No. 13-03 Air protection;
Law No. 36-15 Water;
Decree No. 2-04-553 Spills, flows, discharges, direct or indirect deposits in surface or groundwater; and
Law No. 28-00 Waste management.

In terms of the EIA Law, mining activities are subject to a prior authorization granted based on both an:

Environmental impact study prepared by the promoter of the Project, which is reviewed by the National Environmental Committee for EIA ("NECEIA") or Regional Environmental Committees for EIA ("RECEIA"); and
Environmental acceptability decision granted by the Environmental Evaluation Division ("EED") of the Ministry.

An operating licence holder must, therefore, prepare an EIA before starting any proposed mining activities. Technomine's mining exploration activities do not require an EIA.

Technomine, on behalf of the Permit Holder, submitted an EIA in respect of the Project, dated September 13, 2019, to the Ministry in terms of its application for conversion of the Research Permit to the Operating Licence. The public inquiry was conducted from November 28, 2019 to December 17, 2019 and no claim or objection was notified. The study was undertaken by EMGE, a specialized Moroccan qualified office for EIA studies under Moroccan law.

On May 21, 2020, the environmental permit was granted by local authorities for the exploration, exploitation and treatment of copper and silver metal for a period of five years. The approval of documentation included, inter alia, the community consultation process, plans for dust suppression and handling of explosives, despite the Project's early stage.

Technomine, as the holder of the Operating Licence, will be subject to the requirements of the above laws in terms of all environmental obligations, and must implement actions and measures to reduce or mitigate the environmental and socio-economic risks as set out in the EIA in respect of the Project.

On depletion of the deposit and cessation of mining, the Project site must be redeveloped and restored in accordance with the program approved in the EIA in respect of the Project and any subsequent decisions by the relevant authorities. In Morocco, there is no legal requirement for a trust fund or any financial provision for closure and rehabilitation.

The Operating Licence gives Technomine the right to mine, process and sell any material from the Project.

In 2014, the Permit Holder was granted the renewal for the Research Permit for the period December 21, 2014 to December 20, 2018. On February 5, 2018, the Permit Holder and Technomine entered into a "farmout" (lease) agreement for the Research Permit, valid for a period of ten years.

In August 2020, the Research Permit was transformed to the Operating Licence effective December 21, 2018 until December 20, 2028.

On August 6, 2020, Technomine entered into an agreement with the Permit Holder for the transfer of the Operating Licence to Technomine, together with which the Permit Holder submitted a demand to the Regional Director of Mining of the Ministry – Errachidia to request the transfer. This final transfer process is currently underway.

Trigon entered into a definitive agreement to acquire 100% of the shares of Technomine on May 21, 2020.

The Permit Holder submitted an EIA in respect of the Project, dated September 13, 2019, to the Ministry in terms of its application for conversion of the Research Permit to the Operating Licence. The study was undertaken by the EMGE design office.

The EIA investigates the impact of mining activities on the landscape, air, water, flora and fauna, and covers requirements relating to:

the protection of the environment;
mining activity;
the use of explosives;
employment and working conditions;
construction in rural areas; and
international conventions.

According to the analysis, the impact on the natural environment is considered to be reparable, while risks to health and safety of employees must be controlled by implementing appropriate safety standards and using the necessary protective equipment.

Key risk areas identified for which mitigation measures are presented in the report include the following as further highlighted in Table 8 below:

threat to water resources from oil leaks, oils and waste;
impact on the air of dust, gas and smoke from engines of machines;
risks to employees' health from dust and noise; and
risk of accidents due to landslides and rock falls.

Overall, the study has indicated that operating activities at the Project will have positive and beneficial impacts on the economy of Msissi, particularly in respect of job opportunities generated.

Environment	Elements	Negative Impacts			Positive Impacts
		None	Moderate	Medium	Strong	None	Moderate	Medium	Strong
Air	Odour		X
	Gas and fumes		X
	Dust			X
Water	Surface:	X
	Supply
	Surface:	X
	Contamination
	Underground:		X
	Supply
	Underground:	X
Soil	Contamination
	Ground stability		X
	Contamination	X
Flora	Threatened species	X
	Regression		X
	Habitat		X
Fauna	Extinction	X
	Disturbance		X
	Trophic balance	X
	Security			X
Human	Infrastructure							X
	Cultural heritage	X
	Habitations	X
	Sanitary risk			X
	Agriculture	X
	Industrial								X
	Visual landscape		X
	Employment								X

Table 8: Key risks and impacts

(Source: Environmental Impact Study, Projects Corporation Exploration Miniere, Studies Geologiques and Environmental)

A further environmental management report defines the environmental commitments of the company, in accordance with the conclusion of the EIA in respect of the Project, and sets out a surveillance and monitoring program in respect of environmental, training and communication matters.

The Operating Licence, which incorporates environmental approval, covers all permitting requirements for the Project to commence.

The EIA in respect of the Project provides for a storage area for treatment waste rock in the area of the treatment plant.

The environmental management report sets out a surveillance and monitoring program in respect of environmental, training and communication matters. This includes a monitoring program for mitigation measures for both mining and the treatment plant, and a program for monitoring the quality of the affected environment, highlighting air quality as being the main impact to be monitored.

There is currently no water supply to the Project area. Water required for both processing and drinking requirements will be supplied from boreholes, or for drinking water, brought in in tanks if borehole water does not meet required standards.

The Project is located in a secluded area, not populated, far from any infrastructure and major population centres.

The nearby municipality of Msissi has a population of around 6,000 (2014), for which economic activities include livestock, trade and some food crops. The Project is beneficial for the local community as it will contribute to the economic and social development of the rural commune of Msissi and the province of Tinghir, primarily through employment and upliftment of the local economy.

When the deposit is depleted and mining and processing activities cease, the Project site must be redeveloped and restored in accordance with the program approved in the EIA in respect of the Project and subsequent decisions of authorities and commissions responsible for monitoring the Project's impact on the environment.

The plan for restoration of the site is currently as follows:

All materials and equipment used during mining operations must be removed, and entrances to all galleries and exits allowing access to the mine capped with concrete walls. Pits generated by the surface mining works must be backfilled and the facing treated;
Treatment facilities must be dismantled and the construction area levelled;
Tailings dams must be covered with topsoil and buried;
All scrap, scrap metal and used tires must be removed and a general cleaning of the site undertaken; and
Technomine must comply with subsequent decisions from the authorities responsible for the evaluation of compliance with its commitments towards the environment.

History

Basic surface exploration was completed by Technomine prior to its acquisition by Trigon. Initial results indicated a high-grade exploration project showing mineralization at good grades (for Cu) to high grades (for Ag) distributed over a wide surface area. Ancient slags grading around 1.5 to 2% Cu (not confirmed) are distributed widely across one third of the concession surface, indicating a history of very ancient mining and primitive metal recovery.

There have been no previous mineral resource and mineral reserve estimates done on the Project.

There has been no historical recorded production on the Project, other than signs of very ancient mining and primitive metal recovery as referred to above, for which no formal records are available.

There are numerous remains of ancient building structures on the Project area. These structures represent old buildings and facilities, assumingly used by the people who were conducting the smelting activities at the time.

These structures were not considered as archeological sites of importance during the Environmental Impact Assessment process in respect of the Project, nor are they protected by any government institution and, therefore, will not pose a risk to any future processing or mining activities.

Geological Setting, Mineralization and Deposit Types

The Project is located in the passage zone between Ougnat to the north, Ma'ader to the south and Tafilalet to the east; approximately ten kilometres south of the southern edge of the Massif de l'Ougnat which represents the most eastern Precambrian ridge in the chain of the Moroccan Anti-Atlas.

The 1:200,000 geological map of Todrha-Ma'ader (Destombes and Hollard, 1988 (Figure 16) shows that the Operating Licence is located in a transition zone between the Cambrian base and the general Ordovician coverage of the south region of l'Ougnat, the Precambrian ridge being located some 9 to 10 km further north.

The territory of the Operating Licence shows two blocks of formations on either side of an east-north-east to west-south-west regional accident which cuts the Operating Licence in two, essentially detrital formations with massive sandstone and intermediate shales of Cambrian age and green shales of Ordovician age below the level of the south block, and marl-limestone and schisto-limestone formations of middle Devonian and upper Devonian age at the level of the north block, particularly at the north-eastern corner of the Operating Licence, characterized also by the development of quaternary deposits which cover all the Palaeozoic formations.

Some 5 km to the north-east of the Operating Licence, the Cambrian formations are characterized by the development of volcanic bodies (basalts, basanites and phonolites) of middle Cambrian age interspersed with sandstones and green shales of the same age. This syn-sedimentary volcanic episode is also known and has been well studied at the Tafilalet Orientales where real volcanic and volcano-sedimentary devices have been highlighted (Benharref et al., 2014) with basalt and pyroclastic flows showing structures in cushions (pillow-lavas).

Immediately south and south-east of the Operating Licence, the geology is dominated by the well-known friable detrital formations (predominantly shale) of Ordovician age (formations of the 1st Bani, Fezouata, Tachilla and Ktaoua) and which are heavily covered by deposits quaternary and recent. Further south in the Ma'ader region, the Devonian calcareous marl formations, which are known for their fossil richness in this part of the Anti-Atlas, appear and develop.

Figure 17 is an extract from a 1985 geological map produced by the Ministry. Occurrences of Cu-Pb-Ag are noted to the north-west of the Operating Licence area as well as Pb on the eastern areas of the Operating Licence. These occurrences correspond to the Bou Maadine old mining site that is currently being explored by Maya Gold and Silver.

On a structural level, the analysis of the 1:200,000 geological map of Todrha-Ma'ader (Destombes and Hollard, 1988) allowed for the development of very interesting designs and interpretations of the geometry of major structures and their kinematics. From this analysis, a structural diagram was developed (refer to Figure 18).

Two major structural interpretations were developed from the analysis:

1. manifestation of a folding that significantly affects the Palaeozoic cover south of the Precambrian Massif de l'Ougnat; and
1. the presence of a significant NE-SW overlap bringing Cambrian formations (southern side of the Operating Licence) above Devonian formations (northern side of the Operating Licence).

Figure 18: General structural diagram of the south Ougnat sector

(Source: Benharref 2020, Geological Report on the Bou El Madane Property)

The geological map of the analyzed sector highlights a regional syncline fold, with an axial plane extending over more than 20 km, oriented generally west-north-west to east-south-east (N120°). This syncline engages formations going from the Cambrian to the Devonian and its axis seems to dive weakly towards the west-south-west.

The "S" shaped geometry of the fold hinge, in particular at its end in the Assemane sector, is characteristic of the "long flank - short flank" folds and indicates folding under the effect of a non-coaxial stress whose horizontal shearing component is important. The direction of the "S" shape indicates a shearing movement (Figure 19), probably controlled by one (or more) incidents located along the east-north-eastern to westsouth-western contact between the Precambrian basement in the north (Massif de l'Ougnat) and the Palaeozoic cover in the south.

Figure 19: Interpretative diagram of the folding (Benharref, 2020)

(Source: Benharref 2020, Geological Report on the Bou El Madane Property)

This folding also manifests on the scale of outcrop with metric to hectometric folds affecting all the Palaeozoic formations. On this scale, it is important to note the presence of real schists attesting to the development of a schistosity (Figure 20) of tectonic origin (a real "S1"), affecting formations of Palaeozoic age.

Figure 20: Schistosity (Benharref, 2020)

(Source: Benharref 2020, Geological Report on the Bou El Madane Property)

At the southern edge of the sector analyzed, the reappearance of a narrow band (less than 1 km wide) of Cambrian sandstones, in the midst of the Ordovician formations, globally east-north-east to west-southwest and which is limited towards the north by an accident in the same direction which, towards the east at the level of the Rheris massif, brings into contact a southern block (predominantly Ordovician with a narrow Cambrian band) with a northern block (essentially Devonian formations in contact immediate overlap).

Figure 21: Map illustrating the overlapping contact between the north and south blocks (Benharref, 2020)

(Source: Benharref 2020, Geological Report on the Bou El Madane Property)

This arrangement and this reappearance of the Cambrian are interpreted as being the result of an overlapping vertical movement along the east-north-east to west-south-west incident, which leads to the exhumation of Cambrian formations which, in principle, should be several hundred meters deep. The regional importance of this overlap is attested by the extension of the overlapping incident which exceeds 30 km (it develops in particular towards the West of the sector analyzed).

Figure 23: Interpretative diagram of the regional overlap in the Operating Licence area (Benharref, 2020)

(Source: Benharref 2020, Geological Report on the Bou El Madane Property)

The Operating Licence area is thus crossed, in its central part, by this regional overlap of Hercynian age which brings out a band of Cambrian formations (massive sandstones) surmounted by shales (brittle and strongly covered by deposits of Quaternary) from the base of the Ordovician. It is this block of massive Cambrian sandstones which forms the central structure representing the most continuous base block (Palaeozoic) in terms of outcrop on the Operating Licence. It also offers the clearest possibilities for the search for mineralization linked to the Palaeozoic basement.

The major structural events, being the regional folding and overlapping, show that the Palaeozoic series were affected by a syn-schist deformation of certainly Hercynian age. This deformation is performed in a non-coaxial context with a stalling sinistral component along east-north-eastern to west-south-western incidents and an overlapping vergence component north-north-west to north-west.

The latest information acquired on the sector of Msissi confirms the new conception of the syn-schist (hercynian) deformation which was recently developed and demonstrated by the works of geological cartography (at 1:50,000), also including structural studies at the Tafilalet Oriental level in the Merzouga region (Benharref et al., 2014a, 2014b, 2014c, 2014d and 2014e). It appears that this deformation (hercynian in this case) played a primordial role in the final structuring (the atlasic deformation having affected it later in a much softer way with vertical block movements) and, above all, guided the establishment of mineralization (mainly at Pb and Zn, incidentally at Cu and exceptionally at Ag) in this region.

The Project is situated in the Eastern Anti-Atlas belt, an area well known for various mineral occurrences, especially copper and silver. The local geology is characterized by outcrops of Cambrian massive sandstone units and the target metals are mainly copper and silver.

Structurally, initial interpretations indicate two major tectonic events. One being the presence of a fold system that significantly affects the Palaeozoic cover south of the Precambrian group and a second being the presence of a significant north-east to south-west overlap due to some sort of vertical movement, lifting the Cambrian formations on the northern side above the Devonian formations on the south.

Two copper oxide minerals, malachite and azurite, are commonly found on the surface areas of the Project.

Old workings are also found on the Operating Licence and the presence of numerous slags indicate that some smelting activity was taking place on the south-western area of the Project. Old underground entrances or adits are present and the workings can be accessed via small tunneling systems. It is believed that the workings and smelting activities are ancient in nature and it is not known if the ancient people who worked the Project were targeting the silver or the copper, or perhaps both.

The area in which the Project (locally also known as Bou el Madane) deposit is located is mainly characterized by Cambrian outcrops with massive sandstone units (succession of benches forming units with decametric thicknesses) separated sporadically by much smaller spacers of shales.

Figure 24: Cambrian sandstone (left showing typical succession of massive Cambrian sandstones and right showing shale interlayer) (Benharref, 2020)

(Source: Benharref 2020, Geological Report on the Bou El Madane Property)

The sandstones show a completely black patina while their breaks are perfectly white indicating a highly siliceous composition which brings them closer to quartzites than sandstones. The surfaces of sandstone benches are very clear and are characterized almost systematically by the presence of sedimentary figures, typical of coastal environments with low water levels. Figures of planar stratifications, intersecting stratifications, current wrinkles and "flute casts" are common observations.

Figure 25: Bench surfaces typical of massive sandstones (Benharref, 2020)

(Source: Benharref 2020, Geological Report on the Bou El Madane Property)

Towards the north, the Cambrian sandstones are surmounted by the fine schists of the base of the lower Ordovician (upper formation of Fezouata and formation of Tachila). The sedimentary nature of fine origin (argillites) makes these two formations very vulnerable to erosion and they are almost completely covered by quaternary and recent deposits. Towards the north-east is the Devonian massif of Jbel Rheris which is separated from the Cambrian massif by the passage of the great overlapping incident, which takes an almost east-westerly direction at this level.

Further south (towards the southern limit of the Operating Licence), appears a fine schistic alternation attributed to the base of the first Bani Formation. This appearance makes the topography slightly more uneven with continuous east to west mounds and which limit the northern plain occupied by the fine schists of the base of the lower Ordovician.

In terms of mining activity and exploitation, the Eastern Anti-Atlas (Saghro, Ougnat, Ma'ader and Tafilalet) is known for some of the most well-known deposits in Morocco, such as the silver deposit of Imider (active mine), the polymetallic deposit (Pb-Zn-Cu-Ag-Au) of Bou Maadine (closed mine but site currently under exploration and development), the copper deposit of Bouskour (closed mine) and the deposit at Cu-Au de Tiouit (mine closed but resumption of exploration work in the past two years).

In the far eastern part of the eastern Anti-Atlas (Ougnat, Ma'ader and Tafilalet), the presence of numerous barite veins and numerous indices of Pb, Zn, Cu, and sometimes Ag are seen. These veins and their indices have sometimes been the subject of artisanal exploitations mainly for barite and Zn.

The gitology represents a main characteristic of the eastern domain known for its numerous artisanal mines of lead, zinc and barite.

Figure 28: Copper occurrences within the Anti-Atlas range (Cu in green, Pb-Zn and Ag in red)

(Source: Saadi, 1982)

The copper showings of the Project were highlighted following some reconnaissance and exploration work that was carried out by Technomine over the last two years. The copper indices are located at the southwestern area of the Operating Licence and collected in the Cambrian sandstones forming the central structure. Traces of copper oxides (malachite) are found plating at the level of the fractures of the schistose spacers separating the Cambrian massive sandstone unit.

Numerous indications of copper mineralization, mainly malachite, are widespread throughout the site (over approximately 3 km² ) and sporadic occurrences of azurite.

Old mining works, estimated to be several centuries old, occur on the Project area. They consist of a network of galleries with entrances on the sides of the hills. Some of the entrances have collapsed. Backfilled wells also occur on the Project which are easily recognizable as central depressions with fine clay filling.

Numerous historic slag heaps and ancient smelting accessories are present on the Project area. It is quite evident that an historic or ancient smelting process was undertaken on the Project. Four main slag heaps are still intact and in other areas slags are scattered around the old workings.

The mineral deposit types are yet to be determined.

This is an early stage exploration project and a geological model will follow upon completion of the initial exploration program.

Exploration Before October, 2020

The Project is at an early exploration stage of the mining lifecycle and, although some initial scouting work was completed by Technomine during the last two years, no formal exploration program with the aim of investigating a mineral resource was undertaken on the Project throughout its known history.

Some early stage exploration work was carried out by Technomine, dating back to before October 2020. The exploration work mainly included surface sampling, trenching and some shallow in-house diamond drilling.

It must be noted that this early stage exploration work was mainly a scouting exercise and no official grades or target mineral resource can be stated herein due to the lack of formal QAQC procedures on all fronts.

No formal survey procedures were applied during the early stage exploration work.

No formal sampling methods were applied during the early stage exploration work.

Four scouting sampling programs were undertaken since October 2017.

Sample 1 – October 2017

In October 2017, eight samples were collected, including six samples (G1 to G6) from sandstone banks presenting a strong impregnation of malachite and two samples (Slag 1 and Slag 2) harvested from the large heaps of slag visible on site.

Sample 2 – April 2018

The second sampling test mainly focused on the following:

Geological and gitological examination of the mineralization; and
Complementary sampling in order to obtain a representative coverage of mineralized zones.

Observations of the site identified three types of copper mineralization:

1. An intense, diffuse and homogeneous impregnation of malachite in the massive sandstones which constitutes the most impressive type (by level of impregnation) and is the most characteristic of the mineralization at the site;
1. A stockwork of anastomosed fractures mineralized with malachite in the shale streaks which are inserted between the massive sandstone units; and
1. Plates of smaller spots (5 mm on average) of malachite clearly visible on the shale planes.

The additional sampling comprised 12 surface samples taken from the two facies carrying the mineralization, mainly massive sandstones and weathered shales. The lithological descriptions are shown in Table 6.

Sample Number	Description
04-01	Sandstone with malachite and azurite impregnations
04-02	Fractured sandstone impregnated with malachite
04-03	Neutral solid white sandstone
04-04	White-washed shale impregnated with malachite
04-05	Whitish sandstone impregnated with malachite
04-06	White sandstone lightly impregnated with malachite
04-07	Massive white sandstone with light malachite impregnation
04-07bis	Oxidized sandstone with malachite impregnation
04-08	Oxidized white shale with malachite impregnation
04-09	Weathered oxidized sandstone with malachite impregnation
04-10	Massive sandstone impregnated with malachite
04-11	Silicified sandstone impregnated with malachite

Table 6: Lithological description of Sample 2 (Benharref, 2020)

Sample 3 – July 2018

Thirteen new surface samples were taken largely outside the known mineralized area in order to investigate the extent of mineralization in other areas. The results obtained confirmed the occurrences of copper and silver to a certain extent, in particular with the white sandstone samples.

The lithological description of sample 3 is shown in Table 7.

Sample Number	Description
01-07	Layers of white sandstone with malachite impregnation
02-07	Sterile white sandstone
03-07	Neutral white sandstone (ancient construction block), weakly impregnated with grayish lines
04-07	Yellowish slags (copper)
05-07	Massive sandstone with strong malachite impregnation (former/ancient gallery entrance)
06-07	Piles of malachite-rich shale blocks
07-07	Highly mineralized quartzite blocks : malachite-azurite (upper gallery entrance)
08-07	Malachite impregnated sandstone
09-07
10-07	Massive white sandstone, sometimes light greenish (low malachite impregnation)
11-07
12-07
13-07

Table 7: Lithological description of Sample 3 (Benharref, 2020)

(Source: EIA, 2020)

Based on the initial exploration work, it is suggested that the main structure of interest is a shallow dipping zone with an assumed thickness of between 1 m and 3 m that has been traced and worked laterally for more than 5 km. Two other previously worked structures have also been identified and appear to be repeats of the mineralized zone lower in the geological sequence.

The target structures are shown in Figure 43.

(Source: Benharref 2020, Geological Report on the Bou El Madane Property)

Drilling

Trigon's Initial Drilling Program (October 2020)

Immediately after the acquisition of Technomine by Trigon, a first drilling program was carried out on the basis of geological consideration. The main goal of this first drilling program was to explore the extension to the South and under recent alluvial deposits of the Cambrian-Ordovician contact that is mineralized in the historic area.

On October 2021, 5 diamond drillholes were drilled (S8 to S12) with a total of some 932 m of core.

The table below gives drillhole numbers, coordinates and depths for the five executed drills.

Drill	Coordinates		Depth
S8	Lat=31.24439718	Long=-4.78124276	167.20 m
S9	Lat=31.24690660	Long=-4.76753986	160.80 m
S10	Lat=31.24930554	Long=-4.76830764	173.60 m
S11	Lat=31.24434920	Long=-4.77908266	235.00 m
S12	Lat=31.144246 N	Long=4.463025 O	196.00 m

The map below shows the new five drills in the context of all old works and previous drilling program.

The best results for this first drilling program are:

S9: 22 m @ 0.9% Cu;
S10: 11 m @ 0.8% Cu;
S11: 9 m @ 0.98% Cu; and
S12: 5 m @ 0.51% Cu.

Trigon's Second Drilling Program (December 2020 – January 2021)

The second drilling program was centred on the historical site and was designed as a fence with two to four drillholes per fence. The goal of the program was to test the continuity of the mineralization on a 500 m E-W extension centred on the first –and best– drillhole (S1).

Fifteen (15) core-drills were executed during this second phase with a total of 1,076.80 m drilled. The table below give the depth for all the drillholes from this second drilling program.

S13	178
S14	78
S15	28,1
S16	45,3
S17	55,1
S18	66,7
S19	17,3
S20	48,9
S21	57
S22	56
S23	75,4
S24	100,6
S25	80,2
S26	93,6
S27	96,6
TOTAL	1.076,80

The map below shows the position of each drill in the context of the four executed fences.

The best results of this drilling program are as indicated:

S13: 10 m @ 1.05% Cu 99ppm Ag;
S16: 10 m @ 0.98% Cu 20ppm Ag;
S20: 8 m @ 1.35% Cu 9ppm Ag & 6 m @ 1.23% Cu 75ppm Ag;
S24: 13 m @ 0.91% Cu 39ppm Ag & 5 m @ 0.98% Cu 20ppm Ag;
S25: 6 m @ 0.85% Cu 31ppm Ag; and
S27: 5 m @ 1.04% Cu 34ppm Ag & 3 m @ 0,6% Cu 40ppm Ag & 6 m @ 0.68% Cu 87ppm Ag.

Trenching

As drillhole S9 was the best result of the two drilling programs (22 m @ 0.9% Cu) and with regard to the old works seen in this area, Trigon executed a trench with a global NNW-SSE orientation and an extension of some 20 m in total.

The trench shows schist materials with general copper impregnation (malachite) and sub-vertical 2-5 cm fractures with oxidized materials.

Horizontal half meter sampling was carried out in the trench and led to a total of 26 samples that were analysed for Cu and Silver. The table below shows the details about the grades for all 26 samples.

Ref.	Cu (%)	Ag (ppm)
E1-T	2,2	4
E2-T	0,66	4
E3-T	1,88	4
E4-T	1,19	4
E5-T	1,95	28
E6-T	3,74	68
E7-T	2,92	64
E8-T	3,82	88
E9-T	3,94	108
E10-T	3,55	52
E11-T	3,43	52
E12-T	3,59	32
E13-T	4,11	32
E14-T	3,88	32
E15-T	3,43	28
E15-T	3,56	28
E17-T	3,93	104
E18-T	3,54	24
E19-T	2,76	40
E20-T	2,46	36
E21-T	1,73	20
E22-T	1,09	8
E23-T	1,98	8
E24-T	2,64	16
E25-T	1,26	8
E26-T	1,06	4
Average	2,70	34

Geophysics

Two surveys have been conducted on the area during the 2021-2022 period.

Magnetic Survey

This first geophysical survey was conducted during October 2021 and covered all the licence with a total of 89 km survey lines (NW-SE lines with a 100 m line-spacing); the goal of the survey was to help as much as possible with the geological understanding of an area with recent alluvial deposits which are only a few metres thick.

The map below shows the Total Field and the reduced to the pole imagery issued from this survey.

IP Survey

This IP Survey was conducted in February 2022 and covered the Southeastern part of the licence, especially the covered area (interpreted Ordovician schist covered by recent alluvial deposit) where Trigon executed the first drilling program (drills from S8 to S12). The survey was conducted on the same lines as the magnetic survey but with a line spacing of 200 m.

Two interpretations have been developed with chargeability maps at 45 m and 123 m depths, but the 123 m depth interpretation gives the best result as shown by the map below.

On this chargeability map we can see the following:

A Northern IP trend on the area of historical works and the second drilling program (S13 to S27); and
An interesting Southern IP trend located to the South of the first drilling program drills (S8 to S12) with an extension of about 2.4 km long in an ENE-WSW direction.

The compilation of geological data, past drills results and this chargeability map leads to the definition of a total of six targets (T1 to T6) with four high potential targets (T1 to T4) that are located on the Southern IP trend.

Trigon's Third Drilling Program (2023)

On the basis of the IP survey and the identification of these main IP anomalies, a drilling program was designed and executed during September 2023 with ten (10) drills totalling some 2,094.50 m as detailed below.

Drill	Depth
T1S1	208,6
T1S2	209,5
T1S3	204
T2S1	270
T3S1	224,1
T4S1	185,8
T4S2	141,5
T4S3	285
T5S1	164
T7S1	202

TOTAL 2094,5
-----------------	--

The map below shows the spatial distribution of the drillholes with eight (8) drills executed on the Southern IP trend and two (2) drills executed on the Northern IP trend (T7 were an anomaly and target that have been identified during the execution of the program).

All the eight drillholes executed on the southern anomaly cut Ordovician schist with notable sulphide impregnations on large thicknesses (50 to 90 m) that probably appears to be pyrite as no copper grades were obtained in the cores assays.

Conclusions

The main conclusions drawn from the information available are as follows:

The presence of copper oxide minerals, commonly found on surface and in-situ, as well as the old workings and slags on the Project, indicate excellent potential for a copper prospect and warrant further exploration work to be conducted on the Project;
Although no silver minerals, or native silver traces are visible based on visual inspection, unofficial assay results from the Technomine scouting exercises indicate the presence of silver;
The preliminary assessments indicate an initial understanding, or hypothesis about the local geology and structures, but the area will have to be drill tested, amongst other exploration methods, to obtain a more accurate assessment of the Project geology as well as the type, character and distribution of mineralization;
Only oxide minerals were found on the Project during the initial scouting stages. Key for any exploration program design would be to allow for deeper diamond holes to try and find the source of the oxides (secondary minerals), being the primary sulphide feed source;
The Project is located at a regional address well known for base metal occurrences in Morocco. Morocco has a mining history that stretches over 100 years and is well known for being a mining friendly jurisdiction;
The Project is easily accessible via the national road network. The well-maintained gravel road to the site is sufficient to be used for an exploration program;
Access to and construction of drilling pads should be fairly simple, both on the flat lying areas as well as on the hills;
The site is accessible in terms of surface rights and no further agreements or payments are required in order to conduct exploration activities;
The risks and impacts listed in the environmental studies are normal for a project of this nature and no fatal flaws were identified;
There are no major climatic influences that may hinder operations, and exploration and mining activities can continue throughout the year;
For exploration activities, water can be transported from Msissi town or a borehole can be considered. For any future mining activities, permanent power and water infrastructure would be required; and
Semi-skilled mining personnel are available in the towns of Msissi and Rissani. Exploration drilling contractors are also available in Morocco.

Available Funds and Principal Purposes

Spinco expects to have between \$2,000,000 and \$5,000,000 in available funds upon completion of the Arrangement, derived from the Concurrent Financing for minimum gross proceeds of \$2,000,000 and maximum gross proceeds of \$5,000,000.

Spinco anticipates that it will spend the funds available to it on completion of the Concurrent Financing for exploration expenditures relating to the Silver Hill Project as well as for general working capital purposes. There may be circumstances where, for sound business reasons, a re-allocation of funds may be necessary.

Spinco Selected Pro Forma Financial Information

The following table sets out selected pro forma financial information in respect of Spinco as at December 31, 2023, as if the Arrangement had been completed and should be considered in conjunction with the more complete information contained in the unaudited pro forma condensed consolidated statement of financial position of Spinco attached as Schedule "I" to this Circular.

	As of December 31, 2023 (unaudited) (\$)
Current Assets	2,340,717
Total Assets	2,350,153
Total Non-Current Liabilities	1,068,933
Spinco Shareholders' Equity	1,281,220

Management's Discussion and Analysis

See Spinco's MD&A for the fiscal year ended March 31, 2023 and Spinco's MD&A for the nine months ended December 31, 2023, each attached as Schedule "G" to this Circular. The MD&A should be read in conjunction with the audited consolidated financial statements and notes thereto for the period from incorporation on April 5, 2022 to March 31, 2023 and the condensed consolidated interim financial statements and notes thereto for the nine months ended December 31, 2023, each attached as Schedule "G" to this Circular, as well as the audited financial statements and notes thereto of Technomine for the years ended March 31, 2023 and 2022, and related management's discussion and analysis, attached as Schedule "H".

Description of Share Capital

The authorized share capital of Spinco consists of an unlimited number of Spinco Common Shares without par value and an unlimited number of Spinco Class A Shares without par value. As at the date of this Circular, nil Spinco Common Shares and 1,010 Spinco Class A Shares are issued and outstanding. Upon completion of the Arrangement, including the Concurrent Financing and Shares for Debt Transaction, it is anticipated that there will be approximately 35,077,360 Spinco Common Shares outstanding, assuming the issuance of an aggregate of 12,000,000 Spinco Common Shares in connection with the Concurrent Financing upon conversion of an aggregate of 12,000,000 Spinco Subscription Receipts issued to such subscribers thereunder, and the issuance of 2,650,000 Spinco Common Shares in connection with the Shares for Debt Transaction. Additionally, upon completion of the Arrangement, it is anticipated that there will be no Spinco Class A Shares outstanding.

Voting and Other Rights

Holders of Spinco Common Shares are entitled to one vote per Spinco Common Share at all meetings of Spinco Shareholders and to receive a pro rata share of the assets of Spinco available for distribution to holders of Spinco Common Shares in the event of liquidation, dissolution or winding up of Spinco. All Spinco Common Shares rank pari passu with each other as to all benefits which might accrue to the holders of Spinco Common Shares.

Dividend Policy

Spinco has not paid dividends since its incorporation. Spinco currently intends to retain all available funds, if any, for use in its business and does not anticipate paying any dividends for the foreseeable future.

Concurrent Financing

In connection with, and as a condition of completion of the Arrangement, Spinco proposes to issue Spinco Subscription Receipts, each offered at approximately \$0.25, for minimum gross proceeds of \$2,000,000 and maximum gross proceeds of \$5,000,000, provided that the final terms of the Concurrent Financing (including the Offering Price per Spinco Subscription Receipt) will be determined in the context of the market. The Concurrent Financing will be comprised of between approximately 8,000,000 and 20,000,000 Spinco Subscription Receipts, each of which will entitle the holder thereof to automatically receive, upon completion of the Arrangement, one Spinco Common Share or one unit comprised of Spinco Common Shares and warrants.

For illustrative purposes, assuming gross proceeds of \$3,000,000 under the Concurrent Financing and an offering price of \$0.25 (the "Offering Price"), upon completion of the Arrangement, Spinco expects to issue approximately 12,000,000 Spinco Common Shares in connection with the Concurrent Financing upon conversion of the Spinco Subscription Receipts.

All securities issued pursuant to the Concurrent Financing will have a hold period expiring on four months and one day following the date of issue. The proceeds of the Concurrent Financing will be used primarily for exploration expenditures relating to the Silver Hill Project as well as for general working capital purposes. Please see "Available Funds and Principal Purposes" above.

Spinco intends to apply to list the Spinco Common Shares (to be issued in connection with the Concurrent Financing upon conversion of the Spinco Subscription Receipts) on a recognized Canadian stock exchange. Listing is subject to the approval of such recognized Canadian stock exchange in accordance with applicable listing requirements. There can be no assurance that any recognized Canadian stock exchange will approve Spinco's listing application. See "Risk Factors".

There can be no assurance that the Concurrent Financing will be completed on these terms, or at all.

Consolidated Capitalization

The following table and the notes thereto set forth the share and loan capital of Spinco as at the dates specified therein. The following table should be read in conjunction with, and is qualified by reference to, the audited consolidated financial statements and notes thereto for the period from Spinco's incorporation on April 5, 2022 to March 31, 2023, the condensed consolidated interim financial statements and notes thereto for the nine months ended December 31, 2023, each attached as Schedule "G", and related management's discussion and analysis, as well as the audited financial statements and notes thereto of Technomine for the years ended March 31, 2023 and 2022, and related management's discussion and analysis, attached as Schedule "H".

Designation of Security	Authorized	Amount outstanding as of the date hereof	Amount outstanding assuming completion of the Arrangement(1)
Spinco Common Shares	unlimited	Nil	35,077,360
Spinco Class A Shares	unlimited	1,010	Nil
Incentive Stock Options	N/A	Nil	Nil
Warrants	N/A	Nil	Nil

Notes:

(1) Based on the issued and outstanding Trigon Shares as at the Record Date, assuming that no Trigon Warrants or Trigon Options are exercised prior to the Effective Date, and that no Trigon Shares are issued from treasury prior to the Effective Date. Additionally, such amount is an approximation after giving effect to the Arrangement, the Share Consolidation, the Shares for Debt Transaction, and the Concurrent Financing with approximate gross proceeds of \$3,000,000 at an expected Offering Price of \$0.25, provided that the final terms of the Concurrent Financing (including the Offering Price per Spinco Subscription Receipt) will be determined in the context of the market.

The following table states the anticipated fully diluted share capital of Spinco upon completion of the Arrangement, the Shares for Debt Transaction and the Concurrent Financing:

Designation of Security	Number of Spinco Common Shares(1)(2)(3)(4)	Percentage of Total
Spinco Common Shares (fully diluted)	39,417,922	100%
Total	100%	100%

Notes:

(1) Based on 20,427,360 Spinco Common Shares, 1,774,000 Trigon Options, 8,681,124 Trigon Warrants outstanding as at the Effective Date, assuming the Share Consolidation of Trigon Shares and the split by Spinco of the Spinco Class A Shares have taken place, that no Trigon Options or Trigon Warrants are exercised prior to the Effective Date, and that no Trigon Shares are issued from treasury prior to the Effective Date.

(2) Such amount includes 4,340,562 Spinco Common Shares required to be issued by Spinco upon exercise of the Trigon Warrants from and after the Effective Date.

(3) Such amount includes 2,650,000 Spinco Common Shares issued in connection with the Shares for Debt Transaction.
(4) Such amount is an approximation after giving effect to the foregoing and the Concurrent Financing with approximate gross proceeds of \$3,000,000 at an expected Offering Price of \$0.25, provided that the final terms of the Concurrent Financing (including the Offering Price per Spinco Subscription Receipt) will be determined in the context of the market.

Options to Purchase Shares

Spinco has not granted any stock options since its incorporation. It is anticipated that Spinco will put in place a stock option plan prior to listing on a recognized Canadian stock exchange. As of the date hereof, there is no current market for the Spinco Common Shares.

Obligation to Issue Spinco Common Shares

In accordance with the Plan of Arrangement, from and after the Effective Date, each Trigon Warrant shall entitle the holder to receive, upon due exercise thereof, one New Trigon Share and 0.5 Spinco Common Shares. As such, Spinco will be obligated to issue that number of Spinco Common Shares as may be required to satisfy the foregoing. For each 0.5 Spinco Common Shares issued by Spinco, Trigon shall remit a portion of the exercise price of each Trigon Warrant to Spinco, which shall be calculated in proportion to the share price of Spinco Common Shares divided by the five day volume-weighted average price of a Trigon Share prior to the Effective Date.

Prior Sales

On April 27, 2022, Spinco issued 1,010 Spinco Class A Shares to Trigon in exchange for all of the issued and outstanding shares in the capital of Technomine, and at such time, Spinco became a wholly-owned subsidiary of Trigon, and Technomine became a wholly-owned subsidiary of Spinco. Spinco has not issued any additional Spinco Class A Shares or Spinco Common Shares.

Shares for Debt Transaction

In connection with the purchase of all of the issued and outstanding shares in the capital of Technomine by Trigon on September 24, 2020, Spinco intends to issue Spinco Common Shares, at the Concurrent Financing Offering Price, in full satisfaction of debts owed to Mohammed Benharref and Ali Mlali (the "Shares for Debt Transaction"). Such issuance of Spinco Common Shares shall settle debts owing in the amount of \$662,500, split equally between Mohammed Benharref and Ali Mlali.

Escrowed Securities and Securities Subject to Contractual Restriction on Transfer

To the knowledge of Spinco, as of the date of the Circular, no securities of any class of securities of Spinco are held in escrow or subject to contractual restrictions on transfer or are anticipated to be held in escrow or subject to contractual restrictions on transfer following the completion of the Arrangement.

Resale Restrictions

There is currently no market through which the Spinco Common Shares may be sold and, unless the Spinco Common Shares are listed on a stock exchange, Trigon Shareholders may not be able to resell the Spinco Common Shares. There can be no assurances that Spinco will be able to obtain such a listing on any stock exchange. Additionally, it is a condition of the Arrangement that Spinco shall have obtained conditional approval for the Stock Exchange Listing.

Principal Shareholders

All of the issued and outstanding Spinco Class A Shares are currently held by Trigon. To the knowledge of Spinco, as of the Record Date, there are no persons who will, immediately following the completion of the Arrangement, directly or indirectly, own or exercise control or direction over, securities carrying more than 10% of the voting rights attached to any class of voting securities of Spinco other than 2176423 Ontario Ltd. who owns 32,548,332 Trigon Shares (pre-consolidation), totalling 15.93% of the outstanding Trigon Shares as of the Record Date. It is anticipated that 2176423 Ontario Ltd. will not participate in the Concurrent Financing and, as a result, will own less than 10% of the voting rights of Spinco upon completion of the Arrangement, the Shares for Debt Transaction and the Concurrent Financing. Eric Sprott is a principal securityholder of 2176423 Ontario Ltd.

For a summary of the principal terms of the Concurrent Financing, see "Concurrent Financing" above.

Directors and Officers

The following table sets forth certain information with respect to each proposed director and executive officer of Spinco:

Name, Province or State, and Country of Residence and Position(s)(1)(2)	Principal Occupation During Past Five Years(1)	Number of Spinco Common Shares Beneficially Owned, Controlled or Directed, Directly or Indirectly, Immediately Following the Completion of the Arrangement(3)(4)	Percentage of Spinco Common Shares Issued and Outstanding Immediately Following the Completion of the Arrangement(4)(5)(6)
Jed Richardson Ontario, Canada President, Chief Executive Officer and Director	See "Management" below.	567,198	1.61%
Paul Bozoki Ontario, Canada Chief Financial Officer	See "Management" below.	Nil	Nil
Damian Lopez Ontario, Canada Corporate Secretary	See "Management" below.	16,666	0.04%
Mohammed Benharref Casablanca, Morocco Director	See "Management" below.	1,625,000(7)	4.63%
Larisa Sprott Ontario, Canada Director	See "Management" below.	70,400	0.2%

Notes:

(1) The information as to residence and principal occupation has been furnished by the respective directors and officers individually.
(2) Directors serve until the earlier of the next annual general meeting or their resignation.
(3) The information as to securities beneficially owned or over which a director or officer exercises control or direction has been furnished by the respective directors and officers individually based on shareholdings in Trigon as of the Record Date.
(4) The information provided assumes no participation by the individual in the Concurrent Financing.
(5) Based on approximately 35,077,360 Spinco Common Shares outstanding on a non-diluted basis at the Effective Time, assuming completion of the Share Consolidation of Trigon Shares and the split by Spinco of the Spinco Class A Shares into such number of Spinco Class A Shares as is required to effect the Arrangement.
(6) Based on the issued and outstanding Trigon Shares as at the Record Date, assuming that no Trigon Warrants or Trigon Options are exercised prior to the Effective Date, and that no Trigon Shares are issued from treasury prior to the Effective Date. Additionally, such amount is an approximation after giving effect to the Arrangement, the Share Consolidation, the Shares for Debt Transaction, and the Concurrent Financing with approximate gross proceeds of \$3,000,000 at an expected Offering Price of \$0.25, provided that the final terms of the Concurrent Financing (including the Offering Price per Spinco Subscription Receipt) will be determined in the context of the market.
(7) After giving effect to the Shares for Debt Transaction, whereby Mohammed Benharref shall receive Spinco Common Shares at the Concurrent Financing Offering Price, in full satisfaction of debts owed to him. Refer to "Prior Sales" above for further information on the Shares for Debt Transaction.

Upon the completion of the Arrangement, it is expected that the directors and executive officers of Spinco as a group, will beneficially own, directly or indirectly, or exercise control or direction over an aggregate of approximately 2,279,264 Spinco Common Shares, representing approximately 6.5% of the issued Spinco Common Shares (on a non-diluted basis), calculated based on an aggregate of approximately 35,077,360 Spinco Common Shares outstanding immediately after completion of the Arrangement, the Shares for Debt Transaction and the Concurrent Financing.

The principal occupations of each of the proposed directors and executive officers of Spinco within the past five years are disclosed in the table above.

Management

Jed Richardson, President, Chief Executive Officer and Director

Paul Bozoki, Chief Financial Officer

Mr. Bozoki is a Chartered Accountant and holds an MBA from the Richard Ivey School of Business with over 25 years of accounting, tax and corporate finance experience working with development stage companies and has been involved with projects in Zimbabwe, Mali, Mozambique and the Democratic Republic of Congo. From 2007 through September 2010, he was the Chief Financial Officer of CD Capital Partners, a privately held real estate development firm focused on developing mixed use retail and office real estate in Russia, Ukraine and Romania. Mr. Bozoki is experienced in matters of international taxation and foreign capital markets and began his career at Ernst & Young LLP where he spent six years auditing clients in mining and other industries in Canada, Australia and Hungary.

Damian Lopez, Corporate Secretary

Mr. Lopez is a corporate securities lawyer and proven venture capital markets professional with over a decade of experience creating, structuring, financing and taking companies public. Presently, he is the principal lawyer at Damian Lopez Consulting Professional Corporation and works as a legal consultant and advisor to various TSX Venture Exchange listed companies. Most recently, he was a founder and CEO of Flora Growth Corp. (NASDAQ: FLGC) which completed a direct listing on NASDAQ. He previously worked as a securities and merger & acquisitions lawyer at a large Toronto corporate legal firm, where he worked on a variety of corporate and commercial transactions. Mr. Lopez obtained a Juris Doctor from Osgoode Hall and he received a Bachelor of Commerce with a major in Economics from Rotman Commerce at the University of Toronto.

Mohammed Benharref, Director

Mr. Benharref is a founding partner of Technomine, the Moroccan mineral prospecting company Trigon acquired in 2020, responsible for the discovery of the Silver Hill copper-silver-cobalt 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.

Larisa Sprott, Director

Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions or Individual Bankruptcies, Penalties or Sanctions or Individual Bankruptcies

Other than as disclosed below, to the knowledge of Spinco, no director or executive officer:

(a) is, as at the date of this Circular, or has been, within 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including Spinco) that was the subject, while the director was acting in that capacity as a director, chief executive officer or chief financial officer of such company, of a cease trade or similar order or an order that denied the relevant company access to any exemption under Securities Legislation, that was in effect for a period of more than 30 consecutive days; or

(b) was subject to a cease trade or similar order or an order that denied the relevant company access to any exemption under Securities Legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director ceased to be a director, chief executive officer or chief financial officer but which resulted from an event that occurred while the director was acting in the capacity as director, chief executive officer or chief financial officer of such company; or is, as at the date of this Circular, or has been within 10 years before the date of this Circular, a director or executive officer of any company (including Spinco) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
(c) has, 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;

Other than as set out below, none of the proposed directors or executive officers (or any of their personal holding companies) has been subject to:

(a) any penalties or sanctions imposed by a court relating to Securities Legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Damian Lopez was a director of Braingrid Limited, a Canadian Securities Exchange listed company, which was cease-traded on July 24, 2020 for failing to file its financial statements. The financial statements have since been filed and the cease trade order has been lifted.

Indebtedness of Directors, Executive Officers and Senior Officers

There is and has been no indebtedness of any director, executive officer or senior officer or associate of any of them, to or guaranteed or supported by Spinco during the period from incorporation.

Conflicts of Interest

The common directors and officers of Trigon and Spinco are not expected to be subject to any conflicts of interest.

Director and Executive Compensation

To date, compensation has not been paid by Spinco to its directors and executive officers.

The following is a discussion of all significant elements of compensation to be awarded to, earned by, paid to or payable to Named Executive Officers of Spinco, once Spinco becomes a reporting issuer, to the extent this compensation has been determined.

For the purposes hereof, the term Named Executive Officer ("NEO") means each Chief Executive Officer, each Chief Financial Officer and Spinco's most highly compensated executive officer, other than the Chief Executive Officer and the Chief Financial Officer, who was serving as an executive officer as at the end of Spinco's most recently completed financial year and whose total compensation exceeds \$150,000 and any additional individuals for whom disclosure would have been provided except that the individual was not serving as an officer of Spinco at the end of Spinco's most recently completed financial year. Upon completion of the Arrangement, the Named Executive Officers of Spinco are expected to be Jed Richardson (President, Chief Executive Officer and Director) and Paul Bozoki (Chief Financial Officer).

Compensation Discussion and Analysis

At its present stage of development, Spinco does not have any formal objectives, criteria and analysis for determining the compensation of its NEOs and primarily relies on the discussions and determinations of the Spinco Board.

Equity Based Awards

The Spinco Board believes that encouraging its executives and employees to become Spinco Shareholders is the best way of aligning their interests with those of its shareholders. It is anticipated that Spinco will put in place a stock option plan prior to listing on a recognized Canadian stock exchange, which will accomplish equity participation in the capital of Spinco among executives and employees. The type, amount and terms of the awards granted will be determined by the Spinco Board. No stock options have been granted by Spinco or exercised since the date of its incorporation on April 5, 2022.

Defined Benefit Plans

Spinco does not have any defined benefit or actuarial plan.

Termination and Change of Control Benefits

Spinco does not have any contracts, agreements, plans or arrangements in place with any NEOs that provides for payment following or in connection with any termination (whether voluntary, involuntary or constructive) resignation, retirement, a change of control of Spinco or a change in a NEO's responsibilities.

Director Compensation

Spinco does not have any arrangements, standard or otherwise, pursuant to which directors are compensated by Spinco for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultants or experts. As with the NEOs, the Spinco Board intends to compensate directors primarily through the grant of awards under a stock option plan, and reimbursement of expenses incurred by such persons acting as directors of Spinco. It is anticipated that Spinco will put in place a stock option plan prior to listing on a recognized Canadian stock exchange.

Audit Committee

Spinco will appoint an audit committee (the "Spinco Audit Committee") following the completion of the Arrangement. The members of the Spinco Audit Committee will be Jed Richardson, Larisa Sprott and Mohammed Benharref. Each proposed member of the Spinco Audit Committee is financially literate. Additionally, each proposed member of the Spinco Audit Committee is independent, other than Jed Richardson, as disclosed further in this Circular. Please refer to "Management" above for the relevant education and experience of each of the members of the Spinco Audit Committee.

Each member to be appointed to the Spinco Audit Committee has adequate education and experience that is relevant to their performance as an audit committee member and, in particular, the requisite education and experience that have provided the member with 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 Spinco's financial statements.

It is intended that the Spinco Audit Committee will establish a practice of approving audit and non-audit services provided by the external auditor. The Spinco Audit Committee intends to delegate to its chairperson the authority, to be exercised between regularly scheduled meetings of the Spinco Audit Committee, to preapprove audit and non-audit services provided by the independent auditor. All such preapprovals would be reported by the chairperson at the meeting of the Spinco Audit Committee next following the pre-approval.

The charter to be adopted by the Spinco Audit Committee is expected to be substantially in the form attached to this Circular as Schedule "K".

To date, Spinco has paid no fees to its external auditor.

Corporate Governance

Board of Directors

The Spinco Board has responsibility for the stewardship of Spinco including responsibility for strategic planning, identification of the principal risks of Spinco's business and implementation of appropriate systems to manage these risks, succession planning (including appointing, training and monitoring senior management), communications with investors and the financial community and the integrity of Spinco's internal control and management information systems.

The Spinco Board sets long term goals and objectives for Spinco and formulates the plans and strategies necessary to achieve those objectives and to supervise senior management in their implementation. The Spinco Board delegates the responsibility for managing the day-to-day affairs of Spinco to senior management but retains a supervisory role in respect of, and ultimate responsibility for, all matters relating to Spinco and its business. The Spinco Board is responsible for protecting Spinco Shareholders' interests and ensuring that the incentives of the Spinco Shareholders and of management are aligned.

As part of its ongoing review of business operations, the Spinco Board will review, as frequently as required, the principal risks inherent in Spinco's business including financial risks, through periodic reports from management of such risks, and assesses the systems established to manage those risks. Directly and through the Spinco Audit Committee, the Spinco Board also will also assess the integrity of internal control over financial reporting and management information systems.

In addition to those matters that must, by law, be approved by the Spinco Board, the Spinco Board is required to approve any material dispositions, acquisitions and investments outside the ordinary course of business, long-term strategy, and organizational development plans. Management of Spinco is authorized to act without Spinco Board approval on all ordinary course matters relating to Spinco's business.

The Spinco Board will also monitor Spinco's compliance with timely disclosure obligations and reviews material disclosure documents prior to distribution. The Spinco Board is responsible for selecting the President and Chief Executive Officer, appointing senior management and for monitoring their performance.

The Spinco Board considers that the following directors are "independent" in that they are independent and free from any interest and any business or other relationship which could or could reasonably be perceived to, materially interfere with the director's ability to act with the best interests of Spinco, other than interests and relationships arising from shareholding: Larisa Sprott and Mohammed Benharref. The Spinco Board considers that Jed Richardson, the President and Chief Executive Officer of Spinco, is not independent because he is a member of management.

Directorships

Certain of the directors are presently a director of one or more other reporting issuers (or equivalent) in a Canadian or foreign jurisdiction, as follows:

Name of Director	Other reporting issuer (or equivalent in a foreign jurisdiction)
Jed Richardson	Great Quest Fertilizer Ltd.

Orientation and Continuing Education

The Spinco Board is responsible for providing orientation for all new recruits to the Spinco Board. Each new director brings a different skill set and professional background, and with this information, the Spinco Board is able to determine what orientation to the nature and operations of Spinco's business will be necessary and relevant to each new director. Spinco provides continuing education for its directors as the need arises and encourages open discussion at all meetings, which format encourages learning by the directors.

Ethical Business Conduct

The Spinco Board relies on the fiduciary duties placed on individual directors by Spinco's governing corporate legislation and the common law to ensure the Spinco Board operates independently of management and in the best interests of Spinco. The Spinco Board has found that these, combined with the conflict of interest provisions of the OBCA, as well as the relevant securities regulatory instruments, to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or executive officer has a material interest.

Nomination of Directors

The Spinco Board performs the functions of a nominating committee with respect to appointment of directors. The Spinco Board believes that this is a practical approach at this stage of Spinco's development. While there are not specific criteria for board membership, Spinco attempts to attract and maintain directors with business knowledge, which assists in guiding management of Spinco.

The Spinco Board considers its size each year when it considers the number of directors to recommend to the Spinco Shareholders for election at the annual meeting of Spinco Shareholders. The Spinco Board takes into account the number required to carry out the Spinco Board's duties effectively and to maintain a diversity of views and experience.

Compensation

The Spinco Board is responsible for determining all forms of compensation, including long-term incentive in the form of stock options, to be granted to the CEO, the CFO and the directors, and for reviewing the CEO's recommendations respecting compensation of the other officers of Spinco, to ensure such arrangements reflect the responsibilities and risks associated with each position. When determining the compensation of its officers, the Spinco Board considers: (i) recruiting and retaining executives critical to the success of Spinco and the enhancement of shareholder value; (ii) providing fair and competitive compensation; (iii) balancing the interests of management and the Spinco Shareholders; and (iv) rewarding performance, both on an individual basis and with respect to operations in general.

Other Board Committees

Other than the Spinco Audit Committee, the Spinco Board has no other committees.

Assessments

The Spinco Board will annually review its own performance and effectiveness as well as the Spinco Audit Committee and recommend revisions as necessary. Neither Spinco nor the Spinco Board has adopted formal procedures to regularly assess the Spinco Board, the Spinco Audit Committee or the individual directors as to their effectiveness and contribution. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives. The contributions of individual directors will be informally monitored by the other Spinco Board members, bearing in mind the business strengths of the individual and the purpose of originally nominating the individual to the Spinco Board.

The Spinco Board will monitor the adequacy of information given to directors, communication between the Spinco Board and management and the strategic direction and processes of the Spinco Board and its committees.

The Spinco Board believes its corporate governance practices are appropriate and effective for Spinco, given its size and operations. Spinco's corporate governance practice allows Spinco to operate efficiently, with checks and balances that control and monitor management and corporate functions without excessive administrative burden.

Risk Factors

In addition to the other information contained in this Circular, the following factors should be considered carefully when considering risk related to Spinco's business.

The risks and uncertainties described below are those currently believed to be material, but they are not the only ones faced by Spinco. If any of the following risks, or any other risks and uncertainties that have not yet been identified or that are currently considered not to be material, actually occur or become material risks, Spinco's business, prospects, financial condition, results of operations and cash flows and consequently the price of the Spinco Common Shares could be materially and adversely affected.

For the purposes of this "Risk Factors" section, Spinco and its subsidiary, Technomine, shall collectively be referred to as "Spinco".

Risks Related to the Arrangement

Possible Non-Completion of Arrangement

There is no assurance that the Arrangement will receive regulatory, Court or Trigon Shareholder approval or will be completed. If the Arrangement is completed, Spinco Shareholders (which will include shareholders of Trigon who receive Spinco Common Shares) will be subject to the risk factors described below relating to resource properties.

Additional risk factors relating to Spinco and the Spinco Shareholders in connection with the Arrangement are set out in the Circular under the heading "The Arrangement – Risks Associated with the Arrangement".

Risks related to Spinco

Because Spinco's property interests may not contain mineral deposits and because it has never made a profit from its operations, Spinco's securities are highly speculative and investors may lose all of their investment in Spinco.

Spinco's securities must be considered highly speculative, generally because of the nature of its business and its stage of operations. Spinco currently has exploration stage property interests which may not contain mineral deposits. Spinco may or may not acquire additional interests in other mineral properties. Accordingly, Spinco has not generated significant revenues nor has it realized a profit from its operations to date and there is little likelihood that Spinco will generate any revenues or realize any profits in the short term. Any profitability in the future from Spinco's business will be dependent upon locating and exploiting mineral deposits on Spinco's current properties or mineral deposits on any additional properties that Spinco may acquire. The likelihood that any mineral properties that Spinco may acquire or have an interest in will contain commercially exploitable mineral deposits is extremely remote. Spinco may discover mineral deposits in respect to its current properties and still not be commercially successful if Spinco is unable to exploit those mineral deposits profitably. Spinco may not be able to operate profitably and may have to cease operations, the price of its securities may decline and investors may lose all of their investment in Spinco.

Spinco faces a high risk of business failure due to the unique difficulties and uncertainties inherent in mineral exploration ventures.

Potential investors should be aware of the difficulties normally encountered by mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration program that Spinco intends to undertake on its properties and any additional properties that Spinco may acquire. These potential problems include unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. The expenditures to be made by Spinco in the exploration of its properties may not result in the discovery of mineral deposits. Any expenditures that Spinco may make in the exploration of any other mineral property that it may acquire may not result in the discovery of any commercially exploitable mineral deposits. Problems such as unusual or unexpected geological formations and other conditions are involved in all mineral exploration and often result in unsuccessful exploration efforts. If the results of Spinco's exploration do not reveal viable commercial mineralization, Spinco may decide to abandon some or all of its property interests.

Because of the speculative nature of the exploration of mineral properties, there is no assurance that Spinco's exploration activities will result in the discovery of any viable quantities of mineral deposits on its current properties or any other additional properties Spinco may acquire.

Spinco intends to continue exploration on its current property and Spinco may or may not acquire additional interests in other mineral properties. The search for mineral deposits as a business is extremely risky. Spinco can provide investors with no assurance that exploration on its current properties, or any other property that Spinco may acquire, will establish that any commercially exploitable quantities of mineral deposits exist. Additional potential problems may prevent Spinco from discovering any mineral deposits. These potential problems include unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. If Spinco is unable to establish the presence of viable mineral deposits on its properties, its ability to fund future exploration activities will be impeded, Spinco will not be able to operate profitably and investors may lose all of their investment in Spinco.

The potential profitability of mineral ventures depends in part upon factors beyond the control of Spinco and even if Spinco discovers and exploits mineral deposits, Spinco may never become commercially viable and Spinco may be forced to cease operations.

The commercial feasibility of an exploration program on a mineral property is dependent upon many factors beyond Spinco's control, including the existence and size of mineral deposits in the properties Spinco explores the proximity and capacity of processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental regulation. These factors cannot be accurately predicted and any one or a combination of these factors may result in Spinco not receiving an adequate return on invested capital. These factors may have material and negative effects on Spinco's financial performance and its ability to continue operations.

Exploration and exploitation activities are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on Spinco.

Exploration and exploitation activities are subject to Moroccan laws, regulations and policies, including any laws regulating the removal of natural resources from the ground and the discharge of materials into the environment. Exploration and exploitation activities may also be subject to Moroccan laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment.

Environmental and other legal standards imposed by governmental authorities may be changed and any such changes may prevent Spinco from conducting planned activities or may increase its costs of doing so, which would have material adverse effects on its business. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on Spinco. Additionally, Spinco may be subject to liability for pollution or other environmental damages that Spinco may not be able to or elect not to insure against due to prohibitive premium costs and other reasons. Any laws, regulations or policies of any government body or regulatory agency may be changed, applied or interpreted in a manner which will alter and negatively affect Spinco's ability to carry on its business.

Title to mineral properties is a complex process and Spinco may suffer a material adverse effect in the event its property interests are determined to have title deficiencies.

Acquisition of title to mineral properties is a very detailed and time-consuming process. Title to and the area of, mineral properties may be disputed. Spinco cannot give any assurance that title to the Silver Hill Project will not be challenged or impugned. Further, Spinco cannot give any assurance that the existing description of mining titles will not be changed due to changes in policy, rulings, or law in the jurisdiction where the property is located. Mineral properties sometimes contain claims or transfer histories that examiners cannot verify or properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects. Spinco may not be able to register rights and interests it acquires against title to applicable mineral properties. An inability to register such rights and interests may limit or severely restrict Spinco's ability to enforce such acquired rights and interests against third parties or may render certain agreements entered into by Spinco invalid, unenforceable, uneconomic, unsatisfied or ambiguous, the effect of which may cause financial results yielded to differ materially from those anticipated. Although Spinco believes it has taken reasonable measures to ensure proper title to the property in which it has an interest, there is no guarantee that such title will not be challenged or impaired. A successful claim that Spinco does not have title to its property could cause Spinco to lose any rights to explore, develop and mine any minerals on that property, without compensation for its prior expenditures relating to such property.

The mineral properties staked by Spinco may now or in the future be the subject of indigenous land claims. The legal nature of aboriginal land claims is a matter of considerable complexity. The impact of any such claim on Spinco's ownership interest in its properties cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of aboriginal rights in the area in which the properties optioned by Spinco are located, by way of a negotiated settlement or judicial pronouncement, would not have an adverse effect on Spinco's activities. Even in the absence of such recognition, Spinco may at some point be required to negotiate with indigenous peoples in order to facilitate exploration and development work on Spinco's properties.

As Spinco faces intense competition in the mineral exploration and exploitation industry, Spinco will have to compete with Spinco's competitors for financing and for qualified managerial and technical employees.

Spinco's competition includes large established mining companies with substantial capabilities and with greater financial and technical resources than Spinco. As a result of this competition, Spinco may have to compete for financing and be unable to acquire financing on terms it considers acceptable. Spinco may also have to compete with other mining companies for the recruitment and retention of qualified managerial and technical employees. If Spinco is unable to successfully compete for financing or for qualified employees, Spinco's exploration programs may be slowed down or suspended, which may cause Spinco to cease operations as a company.

Spinco's operations are subject to human error.

Despite efforts to attract and retain qualified personnel, as well as the retention of qualified consultants, to manage Spinco's interests and even when those efforts are successful, people are fallible and human error could result in significant uninsured losses to Spinco. These could include loss or forfeiture of mineral claims or other assets for non-payment of fees or taxes, significant tax liabilities in connection with any tax planning effort Spinco might undertake and legal claims for errors or mistakes by Spinco personnel.

Dependence on management and Key Personnel.

Spinco is very dependent upon the personal efforts and commitment of its directors and officers and the ability to attract and retain key personnel. If one or more of these persons become unavailable for any reason, a severe disruption to the business and operations of Spinco could result and Spinco may not be able to replace them readily, if at all. As Spinco's business activity grows, Spinco will require additional key financial, administrative and mining personnel as well as additional operations staff. There can be no assurance that Spinco will be successful in attracting, training and retaining qualified personnel as competition for persons with these skill sets increase. If Spinco is not successful in attracting, training and retaining qualified personnel, the efficiency of its operations could be impaired, which could have an adverse impact on Spinco's future cash flows, earnings, results of operations and financial condition.

Spinco's directors and officers are engaged in other business activities and accordingly may not devote sufficient time to Spinco's business affairs, which may affect its ability to conduct operations and generate revenues.

Spinco's directors and officers are involved in other business activities. As a result of their other business endeavours, the directors and officers may not be able to devote sufficient time to Spinco's business affairs, which may negatively affect its ability to conduct its ongoing operations and its ability to generate revenues. In addition, the management of Spinco may be periodically interrupted or delayed as a result of its officers' other business interests.

Conflicts of Interest

Certain directors and officers of Spinco are, and may continue to be, involved in the mining and mineral exploration industry through their direct and indirect participation in corporations, partnerships or joint ventures which are potential competitors of Spinco. Situations may arise in connection with potential acquisitions in investments where the other interests of these directors and officers may conflict with the interests of Spinco. Directors and officers of Spinco with conflicts of interest will be subject to the procedures set out in the OBCA.

Exploration and Development

All of Spinco's operations are at the exploration stage and there is no guarantee that any such activity will result in commercial production of mineral deposits. The exploration for mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties which are explored are ultimately developed into producing mines. Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration programs planned by Spinco or any future development programs will result in a profitable commercial mining operation. There is no assurance that Spinco's mineral exploration activities will result in any discoveries of commercial quantities of silver or copper. There is also no assurance that, even if commercial quantities of ore are discovered, a mineral property will be brought into commercial production. Whether a mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure, metal prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted. The longterm profitability of Spinco will be in part directly related to the cost and success of its exploration programs and any subsequent development programs.

Environmental Risks and Other Regulatory Requirements

The current or future operations of Spinco, including future exploration and development activities and commencement of production on its property or properties, will require permits or licences from various federal and local governmental authorities, and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays as a result of the need to comply with the applicable laws, regulations and permits. There can be no assurance that all permits which Spinco may require for the conduct of its operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on any project which Spinco might undertake.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of such activities and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining companies and mine reclamation and remediation activities, or more stringent implementation thereof, could have a material adverse impact on Spinco and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in the development of new mining properties.

Commodity Prices

The price of the Spinco Common Shares and Spinco's financial results may be significantly adversely affected by a decline in the price of mineral commodities. Metal prices fluctuate widely and are affected by numerous factors beyond Spinco's control. The level of interest rates, the rate of inflation, world supply of mineral commodities, global and regional consumption patterns, speculative trading activities, the value of Canadian, United States or Moroccan currencies and 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 and monetary systems, political systems and political and economic developments. The price of mineral commodities has fluctuated widely in recent years and future serious price declines could cause potential commercial production to be uneconomic. A severe decline in the price of minerals would have a material adverse effect on Spinco.

Public Health Crisis

Public Health crises, such as the COVID-19 outbreak in 2020, can result in volatility and disruptions in the supply and demand for minerals, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk and inflation. The risks to Spinco of such public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations impacted by an outbreak, increased labour and fuel costs, regulatory changes, political or economic instabilities or civil unrest. The extent to which public health crises may impact Spinco is uncertain and these factors are beyond Spinco's control; however, it is possible that public health crises may have a material adverse effect on Spinco's business, results of operations and financial condition.

Local Resident Concerns

Apart from ordinary environmental issues, the exploration and development of Spinco's projects could be subject to resistance from local residents that could either prevent or delay exploration and development of its properties.

No History of Earnings

Spinco has no history of earnings or of a return on investment, and there is no assurance that the Silver Hill Project will generate earnings, operate profitably or provide a return on investment in the future.

Dividend Policy

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

Permitting

Spinco's mineral property interests are subject to receiving and maintaining permits from appropriate governmental authorities. There is no assurance that delays will not occur in connection with obtaining all necessary renewals of any existing permits, additional permits for any possible future developments or changes to operations or additional permits associated with new legislation. Prior to any development of any of their properties, Spinco must receive permits from appropriate governmental authorities. There can be no assurance that Spinco will continue to hold all permits necessary to develop or continue its activities at any particular property. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing activities to cease or be curtailed, and may include corrective measures requiring capital expenditures or remedial actions. Amendments to current laws, regulations and permitting requirements, or more stringent application of existing laws, may have a material adverse impact on Spinco, resulting in increased capital expenditures and other costs or abandonment or delays in development of properties.

Influence of Third Party Stakeholders

The mineral properties in which Spinco holds an interest, or the exploration equipment and road or other means of access which Spinco intends to utilize in carrying out its work programs or general business mandates, may be subject to interests or claims by third party individuals, groups or companies. In the event that such third parties assert any claims, Spinco's work programs may be delayed even if such claims are not meritorious. Such claims may result in significant financial loss and loss of opportunity for Spinco.

Insurance

Exploration, development and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, ground or slope failures, fires, environmental occurrences and natural phenomena such as prolonged periods of inclement weather conditions, floods and earthquakes. It is not always possible to obtain insurance against all such risks and Spinco may decide not to insure against certain risks because of high premiums or other reasons. Such occurrences could result in damage to, or destruction of, mineral properties or production facilities, personal injury or death, environmental damage to Spinco's properties or the properties of others, delays in exploration, development or mining operations, monetary losses and possible legal liability. Spinco expects to maintain insurance within ranges of coverage which it believes to be consistent with industry practice for companies of a similar stage of development. Spinco expects to carry liability insurance with respect to its mineral exploration operations, but is not expected to cover any form of political risk insurance or certain forms of environmental liability insurance, since insurance against political risks and environmental risks (including liability for pollution) or other hazards resulting from exploration and development activities is prohibitively expensive. Should such liabilities arise, they could reduce or eliminate future profitability and result in increasing costs and a decline in the value of the securities of Spinco. If Spinco is unable to fully fund the cost of remedying an environmental problem, it might be required to suspend operations or enter into costly interim compliance measures pending completion of a permanent remedy. The lack of, or insufficiency of, insurance coverage could adversely affect Spinco's future cash flow and overall profitability.

Liquidity Risk

Liquidity risk is the risk that Spinco will not be able to meet its financial obligations as they fall due. Spinco has a planning and budgeting process in place to help determine the funds required to support Spinco's normal operating requirements on an ongoing basis. It is anticipated that Spinco's future funding needs may be met through the issuance of equity securities for cash, primarily through private placements. Access to financing is always uncertain. There can be no assurance of access to significant equity funding.

Political Risk in Moroccan Jurisdiction

While the government in Morocco has historically supported the development of natural resources by foreign companies, there is no assurance that Morocco's government will not in the future adopt different regulations, policies or interpretations with respect to, but not limited to, foreign ownership of mining resources, royalty rates, taxation, rates of exchange, environmental protection, labour relations, repatriation of income or return of capital, restrictions on production or processing, price controls, export controls, currency remittance, or the obligations of Spinco under its respective agreements governing its operations. The possibility that Morocco's government may adopt substantially different policies or interpretations, which might extend to the expropriation of assets, may have a material adverse effect on Spinco. Political risk also includes the possibility of terrorism, civil or labour disturbances and political instability. No assurance can be given that Morocco's government will not revoke or significantly alter the conditions of the applicable mining authorizations nor can assurance be given that such authorizations will not be challenged or impugned by third parties. The effect of any of these factors cannot be accurately predicted.

Risks Related to Spinco Common Shares

Nature of the Securities and No Assurance of any Listing

Spinco Common Shares are not currently listed on any stock exchange and there is no assurance that the shares will be listed. Even if a listing is obtained, the holding of Spinco Common Shares will involve a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment. Spinco Common Shares should not be purchased by persons who cannot afford the possibility of the loss of their entire investment. Furthermore, an investment in securities of Spinco should not constitute a major portion of an investor's portfolio.

Shareholders will not be able to receive a return on their Spinco Common Shares unless they sell them because Spinco does not intend to pay any cash dividends on its Spinco Common Shares in the near future.

Spinco intends to retain any future earnings to finance the development and expansion of its business. Spinco does not anticipate paying any cash dividends on its Spinco Common Shares in the near future. Unless Spinco pays dividends, its shareholders will not be able to receive a return on their shares unless they sell them.

Dilution

Issuances of additional securities including, but not limited to, its Spinco Common Shares or some form of convertible debentures, may result in a substantial dilution of the equity interests of any Spinco Shareholders.

Promoter

Trigon took the initiative in Spinco's organization and, accordingly, may be considered to be the promoter of Spinco within the meaning of applicable Securities Legislation. Trigon will not, at the closing of the Arrangement, beneficially own, or control or direct, any Spinco Common Shares.

Legal Proceedings

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

To the best of Spinco's knowledge, following due enquiry, there have been no penalties or sanctions imposed against Spinco by a court relating to federal, state, provincial and territorial Securities Legislation or by a securities regulatory authority since incorporation, nor have there been any other penalties or sanctions imposed by a court or regulatory body against Spinco and it has not entered into any settlement agreements before a court relating to provincial and territorial Securities Legislation or with a securities regulatory authority.

Interest of Management and Others in Material Transactions

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

Registrar and Transfer Agent

The registrar and transfer agent for the Spinco Common Shares and the Trigon Shares is TSX Trust Company at its principal offices in Toronto, Ontario.

Material Contracts

The Arrangement Agreement will be the only material contract of Spinco upon completion of the Arrangement.

A copy of any material agreement may be inspected at any time up to the commencement of the Meeting during normal business hours at Spinco's offices, located at 130 Queens Quay East, Toronto, Ontario, Canada, M5A 0P6 and under Trigon's profile on the SEDAR+ website at www.sedarplus.ca.

Interest of Experts

McGovern Hurley LLP is the auditor of Spinco, located at 251 Consumers Road, Suite 800, Toronto, ON M2J 4R3. McGovern Hurley LLP have confirmed that they are (i) independent with respect to Spinco within the meaning of the CPA Code of Professional Conduct of the Chartered Professional Accountants of Ontario, and (ii) an independent registered public accounting firm with respect to Spinco within the meaning of the U.S. Securities Act, the applicable rules and regulations adopted thereunder by the SEC and the Public Company Accounting Oversight Board (United States).

The scientific or technical information relating to the Silver Hill Project in this Circular has been reviewed and approved by Jed Diner, Pr.Eng, B.Eng (Mining), M.Eng (Proj. Man.), MMC. Jed Diner is a "Qualified Person" as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects and is independent of Trigon and Spinco.

SCHEDULE "G" SPINCO FINANCIAL STATEMENTS

(see attached)

Trigon (Morocco) Holding Corp.

Consolidated financial statements (Expressed in Canadian dollars)

From incorporation date of April 5, 2022 through March 31, 2023

Independent Auditor's Report

To the Directors of Trigon (Morocco) Holding Corp.

Opinion

We have audited the consolidated financial statements of Trigon (Morocco) Holding Corp. and its subsidiary (the "Company"), which comprise the consolidated statement of financial position as at March 31, 2023, and the consolidated statement of income and comprehensive income, consolidated statement of changes in shareholder's deficiency and consolidated statement of cash flows for the period from incorporation, April 5, 2022, to March 31, 2023, 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, 2023 and its consolidated financial performance and its consolidated cash flows for the period from incorporation, April 5, 2022, to March 31, 2023, 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 as at March 31, 2023, 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

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.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

McGovern Hurley LLP

Chartered Professional Accountants Licensed Public Accountants

Toronto, Ontario December 18, 2023

Consolidated statement of financial position (Expressed in Canadian dollars)

		March 31,
As at	Notes		2023
ASSETS
Current assets
Cash		\$	3,385
Amounts receivable			495
Total current assets			3,880
Non-current assets
Equipment	4		13,303
Total assets		\$	17,183
LIABILITIES
Current
Accounts payable and accrued liabilities	7,14	\$	10,713
Acquisition fees payable	10		662,500
Loan payable	9		500,000
Total current liabilities			1,173,213
Non-current liabilities
Acquisition fees payable	10		944,818
Total liabilities		\$	2,118,031
Shareholders' deficiency
Share capital	11		101
Accumulated deficit			(2,100,949)
Total deficiency			(2,100,848)
Total liabilities and deficiency		\$	17,183
Nature of operation and going concern (note 1)

Consolidated statement of income and comprehensive income (Expressed in Canadian dollars)

	Period from incorporation on April 5, 2022 to March 31, 2023
	Notes
Expenses
Exploration and evaluation expenditures	5	\$ 100,680
Depreciation	4	5,155
Foreign exchange loss		4,350
Total expenses before the undernoted		\$ 110,185
Other (expense) income
Other expense		\$ (379)
Adjustment to accretion expense	10	160,193
Impairment of receivables		(3,055)
Net income and comprehensive income for the period		\$ 46,574
Income per share
Basic and diluted		\$ 46
Weighted average number of common shares outstanding
Basic and diluted		1,010











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

Consolidated statement of changes in shareholder's deficiency (Expressed in Canadian dollars)

				Total
		Share	Accumulated	shareholder's
	Notes	Capital	deficit	deficiency
Issue of share capital on incorporation		\$ 100 \$	-	100
Acquisition of Technomine Africa SARL	10	1	(2,147,523)	(2,147,522)
Net loss for the period		-	46,574	46,574
Balance as at March 31, 2023		\$ 101 \$	(2,100,949) \$	- (2,100,848)

Consolidated statement of cash flows (Expressed in Canadian dollars)

	Period from incorporation on April 5, 2022 to March 31, 2023
Cash provided by (used in):	Notes
Operating activities
Net income for the period	\$ 46,574
Adjustments for items not affecting cash:
Depreciation	4 5,155
Impairment of receivables	3,055
Adjustment to accretion expense	10 (160,193)
Net cash from operating activities before
changes in working capital	(105,409)
Net changes in non-cash working capital
Change in amounts receivable	(3,066)
Change in accounts payable and accrued liabilities	(23,530)
Net cash flows from operating activities	(132,005)
Investing activities
Acquisition of Technomine	21,635 10
Net cash flows from investing activities	21,635
Financing activities
Funds received from loan payable	9 113,755
Net cash flows from investing activities	113,755
Increase in cash during the period	3,385
Cash - beginning of period	-
Cash - end of period	\$ 3,385

Notes to the consolidated financial statements For the period from incorporation on April 5, 2022 to March 31, 2023 (Expressed in Canadian dollars)

1. Nature of operations and going concern

Trigon (Morocco) Holding Corp. (the "Company" or "Trigon Morocco") is a wholly owned subsidiary of Trigon Metals Inc. which is a publicly traded Canadian mining, exploration and development company listed on the TSX Venture Exchange ("TSXV") under the symbol "TM". The Company's core business is copper and silver exploration at its Silver Hill and Addana properties in Morocco. The Company was incorporated under the laws of the Province of Ontario, Canada.

These consolidated financial statements were prepared on a going concern basis of presentation, which contemplates the realization of assets and settlement of liabilities as they become due in the normal course of operations for the next fiscal year. For the period ended March 31, 2023, the Company had net income of \$46,574 and as at March 31, 2023, reported an accumulated deficit of \$2,100,949 and negative working capital of \$1,169,333. The Company has no current source of operating cash flow, and there can be no assurances that sufficient funding, including adequate financing, will be available to explore and develop its property and to cover general and administrative expenses necessary for the maintenance of a public company. The Company's status as a going concern is contingent upon raising the necessary funds through the issuance of equity or debt. There can be no assurances the Company will be able to raise these funds when needed. If the Company is not able to raise the necessary funds, it will not be able to continue as a going concern. These matters represent material uncertainties that cast substantial doubt about the ability of the Company to continue as a going concern.

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. 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 as assets of the Company is dependent upon the Company obtaining the necessary financing to complete the exploration of its property, the discovery of economically recoverable reserves, any permitting required for mining activities, including environmental, and future profitable operations.

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 assets may also be subject to increases in taxes and royalties, renegotiation of contracts, political uncertainty and currency exchange fluctuations and restrictions.

2. Significant accounting policies

Statement of compliance

The consolidated financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ("IFRS") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). The consolidated financial statements were authorized for issue by the Board of Directors on December 18, 2023.

Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis, unless otherwise disclosed. In addition, these 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.

Notes to the consolidated financial statements For the period from incorporation on April 5, 2022 to March 31, 2023 (Expressed in Canadian dollars)

2. Significant accounting policies (continued)

Consolidation

These consolidated financial statements incorporate the accounts of Trigon (Morocco) Holding Corp. (Canada) and Technomine Africa Sarl ("Technomine") (Morocco) 100%. All intercompany transactions, balances, income and expenses are eliminated on consolidation.

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 interim financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiary after eliminating inter-entity balances and transactions.

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.

The accounting policies set out below have been applied consistently in these consolidated financial statements:

Translation of foreign currency

The consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company. Transactions in foreign currencies are translated into the entities' functional currency at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the statement of financial position dates. Non-monetary items in a foreign currency are measured in terms of historical cost and are translated using the exchange rates on the dates of the initial transactions. All differences are taken to the statement of income in the periods in which they arise.

Transactions under common control

An acquisition involving entities under common control is an acquisition in which all of the combining entities are ultimately controlled by the same party, both before and after the acquisition, and control is not transitory. In connection with the transactions described in Note 10, the entities were controlled by the same shareholder immediately preceding closing of the transactions and immediately subsequent to closing; consequently, the entities were under common control.

Combination of entities or businesses involving entities under common control are outside the scope of IFRS3, Business Combinations. IFRS provides no guidance on the accounting for these types of transactions. As a result, the Company was required to develop an accounting policy to account for such transactions taking into consideration other guidance in the IFRS framework and pronouncements of other standard-setting bodies. The Company's policy is to apply the book value method. This method requires the Company to record assets and liabilities as a result of transactions between entities under common control at their carrying amount, without an adjustment to fair value. The difference between the consideration transferred and the carrying value of the assets and liabilities of the acquiree is recorded as an adjustment to accumulated deficit. The consolidated financial statements reflect the results of the combining entities from the date of incorporation as this is the beginning of the period for which the entities were under common control.

Notes to the consolidated financial statements For the period from incorporation on April 5, 2022 to March 31, 2023 (Expressed in Canadian dollars)

2. Significant accounting policies (continued)

Exploration and evaluation expenditures

Exploration and evaluation expenditures comprise costs of 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 statement of income 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

Cash	Amortized cost
Amounts receivables	Amortized cost

Financial liabilities
Accounts payable and accrued liabilities	Amortized cost
Loan payable	Amortized cost
Acquisition fees payable	Amortized cost

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 and 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.

Amounts receivable are initially recognized when they are originated. All other 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.

Financial assets with embedded derivatives are considered in their entirety when determining their classification at FVPL or at amortized cost.

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 EIR amortization is included in finance income in the consolidated statements of income. The Company has classified cash and amounts receivable as financial assets measured at amortized cost.

Notes to the consolidated financial statements For the period from incorporation on April 5, 2022 to March 31, 2023 (Expressed in Canadian dollars)

2. Significant accounting policies (continued)

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 income. The Company does not have financial assets measured 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 have financial assets measured 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 income 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 financial assets subject to impairment are other 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, amounts 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.

A financial asset not carried at fair value through profit or loss is assessed at each reporting date for impairment if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably.

Objective evidence that financial assets are impaired can include default or delinquency by a debtor, restructuring of an amount due to the Company on terms that the Company would not consider otherwise or indicators that a debtor or issuer will enter bankruptcy.

Notes to the consolidated financial statements For the period from incorporation on April 5, 2022 to March 31, 2023 (Expressed in Canadian dollars)

2. Significant accounting policies (continued)

Impairment of financial assets (continued)

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate. Losses are recognized in profit or loss and reflected in an allowance account against the receivables. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

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 on initial recognition. The Company's financial liabilities include accounts payable and accrued liabilities, loan payable and acquisition fees payable. Accounts payable and accrued liabilities, loan payable and acquisition fees payable are 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.

Subsequent measurement – Financial liabilities at FVPL

Financial liabilities measured at FVPL include financial liabilities 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 liabilities 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 income.

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 income.

Share capital

Share capital is classified as equity. Incremental costs directly attributable to the share capital are recognized as a deduction from equity, net of any tax effects.

Cash

Cash in the statement of financial position comprise cash at banks.

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 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.

TRIGON (MOROCCO) HOLDING CORP. Notes to the consolidated financial statements For the period from incorporation on April 5, 2022 to March 31, 2023

(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.

Equipment

Equipment is stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditures that are directly attributable to the acquisition of the asset. Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost can be measured reliably. The carrying amount of a replaced asset is derecognized when replaced. Repairs and maintenance costs are charged to the statement of income during the period in which they are incurred.

The Company depreciates equipment on the straight-line depreciation method. Equipment has a useful life of five years.

Income taxes

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the period, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Notes to the consolidated financial statements For the period from incorporation on April 5, 2022 to March 31, 2023 (Expressed in Canadian dollars)

2. Significant accounting policies (continued)

Future accounting standards issued but not yet effective

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 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 years beginning on or after January 1, 2023.

3. Critical judgments and estimation uncertainties

The preparation of consolidated financial statements in conformity with IFRS requires the Company's management to make judgments, estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and related notes to the consolidated financial statements. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may differ from those estimates and these differences could be material.

Significant judgments in applying accounting policies

The areas which require management to make significant judgments in applying the Company's accounting policies in determining carrying values include, but are not limited to:

Income taxes and recoverability of potential deferred tax assets

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.

Notes to the consolidated financial statements For the period from incorporation on April 5, 2022 to March 31, 2023 (Expressed in Canadian dollars)

3. Critical judgments and estimation uncertainties (continued)

Contingencies

By their nature, contingencies will only be resolved when one or more future events occur or fail to occur. The assessment of contingencies inherently involves the exercise of significant judgement and estimates of the outcome of future events.

Significant accounting estimates and assumptions

The areas which require management to make significant estimates and assumptions in determining carrying values include, but are not limited to:

Depreciation rates

All equipment is depreciated on a straight-line basis over 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.

Income, value added, withholding and other taxes

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.

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.

Notes to the consolidated financial statements For the period from incorporation on April 5, 2022 to March 31, 2023 (Expressed in Canadian dollars)

4. Equipment

		March 31, 2023
		Accumulated
	Cost	Depreciation	Net book value
Machinery and equipment	18,458	5,155	13,303
	\$ 18,458 \$	5,155 \$	13,303
			Machinery
			and
Cost			equipment
Balance, April 5, 2022			\$ -
Additions			18,458
Balance, March 31, 2023			\$ 18,458
Accumulated depreciation
Balance, April 5, 2022			\$ -
Depreciation for the period			(5,155)
Balance, March 31, 2023			\$ (5,155)
Net book value
As at March 31, 2023			\$ 13,303

Notes to the consolidated financial statements For the period from incorporation on April 5, 2022 to March 31, 2023 (Expressed in Canadian dollars)

5. Exploration and evaluation expenditures

The Company is currently focusing on an exploration program on its operating licence in Morocco, known as the Silver Hill project.

Exploration and evaluation expenditures for the period were as follows:

Period from incorporation on April 5, 2022 to March 31, 2023
Assay and survey	\$	566
Field office and support	61,446
Consulting and labour	38,668
Total exploration and evaluation expenditures	\$ 100,680

6. Commitments and contingencies

Legal

The Company may be subject to various claims, lawsuits and other complaints arising in the ordinary course of business. The Company records provisions for losses when claims become probable and the amounts are estimable. Although the outcome of such matters cannot be determined, it is the opinion of management that the final resolution of these matters will not have a material adverse effect on the Company's financial condition, operations or liquidity.

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.

7. Financial risk management

The Company's financial instruments comprise cash, amounts receivable, accounts payable and accrued liabilities, loan payable, and acquisition fees payable.

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. The Company has no interest rate risk as there are no outstanding bank borrowings and no interest rate exposure, as the Company finances its operations primarily through non-interest bearing loans from its parents.

Management reviews policies for managing each of these risks, which are summarized below:

TRIGON (MOROCCO) HOLDING CORP. Notes to the consolidated financial statements For the period from incorporation on April 5, 2022 to March 31, 2023 (Expressed in Canadian dollars)

7. Financial risk management

(a) 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. 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 counterparty, with a maximum exposure equal to the carrying amount of these instruments. Cash and restricted cash balances are held with high credit quality financial institutions. The credit risk of the Company is considered minimal.

(b) Liquidity risk

Liquidity risk is the risk that arises when the maturity of assets and liabilities does not match. The Company has procedures with the objective of managing such risk, such as monitoring cash flow on a continuous basis through short and medium-term cash planning and maintaining sufficient cash. The Company expects to complete future equity financings, as required and available.

The Company's financial liabilities at March 31, 2023 include accounts payable and accrued liabilities of \$10,713, a loan payable of \$500,000, and current acquisition fees payable of \$662,500 and are all due in less than one year plus, long-term acquisition fees payable of \$944,818.

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

	< 1 year	1 to 3 years		4 to 5 years	>5 years		Total
Accounts payable and accrued liabilities	\$ 10,713	\$	-	\$ -	\$	- \$	10,713
Acquisition fees payable	662,500		1,250,000	-	-		1,912,500
Loan payable	500,000		-	-	-		500,000
Balance March 31, 2023	\$ 1,173,213	\$	1,250,000	\$ -	\$	- \$	2,423,213

(c) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rate and equity prices will affect the Company's income or the value of its holdings of financial instruments. The Company is exposed to 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.

A portion of the Company's transactions are carried out in Moroccan dirham and these transactions are subject to currency fluctuations. The foreign monetary assets and liabilities are not considered to be significant.

(d) Capital management:

The capital of the Company consists of shareholder's deficiency.

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 stage, the Company is currently unable to self-finance its operations. There can be no assurance that the Company will be able to obtain adequate financing in the future, or that the terms of such financing will be favourable.

Notes to the consolidated financial statements For the period from incorporation on April 5, 2022 to March 31, 2023 (Expressed in Canadian dollars)

8. Financial instruments

A fair value hierarchy prioritizes the methods and assumptions used to develop fair value measurements for those financial assets where fair value is recognized on the statement of financial position. These have been prioritized into three levels.

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3 Inputs for the asset or liability that are not based on observable market data.

The Company does not have any financial instruments measured at fair value and which require classification within the fair value hierarchy.

Fair value amounts represent point-in-time estimates and may not reflect fair value in the future. The measurements are subjective in nature, involve uncertainties and are a matter of significant judgement.

The fair value of short-term financial instruments, including cash, amounts receivable, and accounts payable and accrued liabilities, loan payable and acquisition fees payable approximate their carrying value due to the short period of time to maturity. The non-current portion of the acquisition fees payable is recorded at a 15% discount rate.

9. Loan payable

The Company has a \$500,000 loan payable to its parent entity Trigon Metals Inc. The loan is interest free, unsecured and due upon demand.

TRIGON (MOROCCO) HOLDING CORP. Notes to the consolidated financial statements For the period from incorporation on April 5, 2022 to March 31, 2023 (Expressed in Canadian dollars)

10. Technomine acquisition

In April 2022, the Company acquired 100% of the issued and outstanding shares of Technomine Africa SARL ("Technomine") from the Company's parent. In addition, at the date of acquisition, the acquisition of Technomine was considered to be a common control transaction and as such, the acquisition does not qualify to be accounted for as a business combination under IFRS 3, Business Combinations. Accordingly, the Company has accounted for the acquisition using the book value method.

The transaction can be summarized as follows:

Total consideration transferred:

	Notes
Common Shares	11	1
Assumption of acquisition fees payable		1,767,511
Loan payable to parent	9	386,245
		2,153,757
Book value of Technomine
Cash		21,635
Accounts receivable		384
Equipment		18,458
Accounts payable		(34,243)
Acquisition adjustment to deficit		2,147,523
		2,153,757

Common shares issued as part of the consideration for the acquisition of Technomine were valued at \$0.10 per common share based on the most current share issuance.

Under the terms of the acquisition, the Company assumed an acquisition fees payable liability which requires the following:

1. On closing of a public financing, the Company must pay \$400,000 and issue such number of Company shares equal to \$250,000 (based on their trading price at the time of settlement) to the previous shareholders of Technomine. These amounts are overdue and will be settled in March 2024; and
1. Upon completion of an independent National Instrument 43-101 compliant mineral resource estimate of the Technomine project which shows at least 100,000 tonnes of contained copper or equivalent, the Company shall issue a number of shares equal to \$1,250,000 (based on their trading price at the time) to the previous shareholders of Technomine.

The second acquisition fee payable is presented in the financial statements as the net present value of the future payments, discounted by 15%. As of March 31, 2023, the long-term acquisition fees payable are adjusted to \$944,818.

The net present value of the non-current acquisition fees payable was originally calculated using an estimated completion date of March 31, 2023 for the completion of the technical report. In the period ended March 31, 2023, the Company reassessed the estimated completion date of the technical report, changing the estimated completion date to March 31, 2025. This change impacted the net present value calculation for the long-term acquisition fees payable. The effect of this change on the net present value of the non-current acquisition fees payable is as follows:

Non-current acquisition fees payable as at April 5, 2022	\$ -
Technomine acquisition	1,105,011
Adjustment to accretion due to change of competion date for technical report	(305,182)
Accretion	144,989
Non-current acquisition fees payable as at March 31, 2023	\$ 944,818

Notes to the consolidated financial statements For the period from incorporation on April 5, 2022 to March 31, 2023 (Expressed in Canadian dollars)

11. Share capital

	Number of shares	Issued capital
Share issuance on incorporation	1,000 \$	100
Share issuance on acquisition of Technomine	10	1
Balance, March 31, 2023	1,010 \$	101

12. Related party transactions

Included in accounts payable and accrued liabilities as at March 31, 2023 was approximately \$6,671 for expenses charged by current directors of the Company. Such amounts are unsecured, non-interest bearing and with no fixed terms of payment.

The Company was charged rent of \$3,096 by a related party of the Company during the period ended March 31, 2023.

13. Income taxes

Provision for income taxes

The reconciliation of the combined Canadian income tax rate of 26.5% to the effective tax rate is as follows:

	2023
	\$
Combined Canadian statutory income tax rate	26.50%
Income before income taxes	46,574
Expected income tax recovery based on statutory rate	12,000
Adjustment to expected income tax benefit:
Expenses not deductible for tax purposes	33,000
Accretion expense	(43,000)
Change in unrecorded deferred tax asset	(2,000)
Deferred income tax provision (recovery)	-

TRIGON (MOROCCO) HOLDING CORP. Notes to the consolidated financial statements For the period from incorporation on April 5, 2022 to March 31, 2023

(Expressed in Canadian dollars)

13. Income taxes (continued)

Deferred income tax

Deferred taxes are a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities. Deferred tax assets (liabilities) have not been recognized in respect of the following deductible temporary differences:

	2023
	\$
Non-capital loss carry-forward - Morocco	746,000
Other temporary differences	7,000
Total	753,000

The tax losses in Morocco expire from 2025 to 2027. The other temporary differences do not expire under current legislation.

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

Trigon (Morocco) Holding Corp.

Management's Discussion and Analysis

For the period from incorporation on April 5, 2022 to March 31, 2023

Trigon (Morocco) Holding Corp. Management's Discussion and Analysis For the period from incorporation on April 5, 2022 to March 31, 2023

Date: December 18, 2023

This Management's Discussion and Analysis ("MD&A") provides a review of the financial position and results of operations of Trigon (Morocco) Holding Corp. and its subsidiary Technomine Africa SARL (the "Company" or "Trigon Morocco" or "Trigon") and should be read in conjunction with the audited consolidated financial statements and notes thereto for the period from incorporation on April 5, 2022 to March 31, 2023. 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 period from incorporation on April 5, 2022 to March 31, 2023 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 Morocco Holding Corp. is a wholly owned subsidiary of Trigon Metals Inc. which 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 Copper mine in Namibia as well as the Silver Hill and Addana exploration projects in Morocco. The Company has a 100% interest in a subsidiary located in Morocco named Technomine Africa SARL.

The Company was incorporated under the Ontario Business Corporations Act on April 5, 2022. The Company's head office is located at 130 Queens Quay East, Suite 1224, Toronto, Ontario, M5A 0P6.

Summary of Properties

Silver Hill project

History

On April 5, 2022, 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. Technomine was also previously the holder of five research permits comprising the Tamdoult property in Morocco, which permits management allowed to lapse when they expired in 2022, in favour of the Addana project the apparent source rock for the ancient tailings found at Tamdoult.

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, particularly copper and silver.

Technomine is the holder of one operating licence, No. 383548 (Silver Hill project). The operating licence covers an area of 789 ha and is valid until December 2028.

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.

Addana project

History

The Company has been granted six exclusive prospecting licences and two mining permits encompassing 112 square kilometres in the Addana Mountains of Southern Morocco in May and June 2023.

Overview

The Addana project is located near Akka, in the province of Tata. It is located about 300 km from Agadir on the road connecting Agadir to Tata. The Addana Range was formed by an anticlinal fold in the Bani series of quartzites and schists, of Ordovician age.

The Addana project is a silver and lead, polymetallic deposit located in a district that has seen lead and silver mining for hundreds of years. Numerous high-grade veins can be seen from surface over an area over 40 km in strike length. The veins vary in length from 15m to 2.5km, generally about 40cm thick, often only a few metres and possibly amenable to the use of bulk open pit mining methods.

Outlook

Morocco

Considering the positive results from the induced polarization ("IP") survey undertaken in the spring of 2022, subsequent 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 east 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 (completed in October 2023)
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.

Summary of Quarterly Results

	March 31,	December 31,	September 30,	June 30,
	2023	2022	2022	2022
Earning and cash flow	\$	\$	\$	\$
Net loss	(29,616)	(99,352)	(46,554)	222,096
Balance sheet
Total assets	17,183	27,472	16,358	32,489

Results of Operations

The Company in its first year of operations focused on grass roots exploration and evaluation activities in order to plan for an effective drill program on its Silver Hill property as noted in the outlook section of this MD&A. The Company launched its Silver Hill drill program during calendar Q3 and drilled 2,100 metres on six targets. As the Company was a wholly owned subsidiary of Trigon Metals Inc. during this time, supporting administrative costs for its exploration activities were nominal.

Expenses
Exploration and evaluation expenditures	\$ 100,680
Depreciation	5,155
Foreign exchange loss	4,350
Total expenses before the undernoted	\$ 110,185
Other (expense) income
Other expense	\$ (379)
Adjustment to accretion expense	160,193
Impairment of receivables	(3,055)
Net income and comprehensive income for the period	\$ 46,574
Income per share
Basic and diluted	\$ 46
Weighted average number of common shares outstanding
Basic and diluted	1,010

Exploration Activities Expenditure

	Period from incorporation on April 5, 2022 to March 31, 2023
Assay and survey	\$	566
Field office and support		61,446
Consulting and labour		38,668
Total exploration and evaluation expenditures	\$	100,680

The above expenditure was made on the Company's Silver Hill property. The Company incurred negligible expenditure on its Addana property.

Cash Flow

Period from incorporation on April 5, 2022 to March 31, 2023
--------------------------------------------------------------

Cash provided by (used in):
Operating activities
Net income for the period	\$ 46,574
Adjustments for items not affecting cash:
Depreciation	5,155
Impairment of receivables	3,055
Adjustment to accretion expense	(160,193)
Net cash from operating activities before
changes in working capital	(105,409)
Net changes in non-cash working capital
Change in amounts receivable	(3,066)
Change in accounts payable and accrued liabilities	(23,530)
Net cash flows used in operating activities	(132,005)
Investing activities
Acquisition of Technomine	21,635
Net cash flows used in investing activities	21,635
Financing activities
Funds received from loan payable	113,755
Net cash flows used in investing activities	113,755
Increase in cash during the period	3,385
Cash - beginning of period	-
Cash - end of period	\$ 3,385

During its first year of operations, the Company was solely funded through a loan from its parent entity Trigon Metals Inc. in the amount of \$113,755. These funds were all used for operating activities (\$105,409 spent before changes in working capital) which includes all exploration expenditure as the Company adopted a policy of expensing exploration and evaluation costs.

Liquidity and Capital Resources

The Company currently spends its available funds on its corporate, general and administrative obligations and to carry out exploration work on the Silver Hill Project. As the Company is in the exploration 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 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 expenditures at Trigon's Moroccan 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. Save as aforesaid, the Company does not have any commitments for material capital expenditures in the near or long term. As at March 31, 2023, the Company had no long-term debt and no definitive agreements with respect to long-term borrowings had been entered into by the Company.

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.

Related party transactions

The Company was charged rent of \$3,096 by a related party of the Company during the period ended March 31, 2023.

Operating Segments

The Company has concluded that it has only one material operating segment (the development of its Moroccan 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

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

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.

• 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 presentation currency of the Company, with the Canadian dollar as the functional currency for the subsidiary, as the Canadian dollar is the currency in which funds from financing activities (i.e. issuing debt and equity instruments) are generated. Effects of changes in foreign exchange rates are recorded as foreign exchange gain (loss) on the statement of loss.

Key sources of estimation uncertainty:

• 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.

• 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.

• Depreciation rates

• 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.

Financial Instruments and Financial Risk Management

The Company's financial instruments comprise cash, amounts receivable, accounts payable and accrued liabilities, loan payable, and acquisition fees payable.

Management reviews policies for managing each of these risks, which are 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 has been prepared for the period ended March 31, 2023 using the amounts of other financial assets and liabilities held as at the statement of financial position date.

(a) Credit risk:

(b) Liquidity risk

	< 1 year	1 to 3 years		4 to 5 years	>5 years	Total
Accounts payable and accrued liabilities	\$ 10,713	\$	\$ -	-	\$ - \$	10,713
Acquisition fees payable	662,500	1,250,000		-	-	1,912,500
Loan payable	500,000		-	-	-	500,000
Balance March 31, 2023	\$ 1,173,213	\$ 1,250,000	\$	-	\$ - \$	2,423,213

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

(c) Market risk

(d) Capital management:

The capital of the Company consists of shareholder's deficiency.

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3 Inputs for the asset or liability that are not based on observable market data.

The Company does not have any financial instruments assured at fair value and which require classification within the fair value hierarchy.

New accounting standards and interpretations

Amended accounting standards

IAS 8 – In February 2021, the IASB issued 'Definition of Accounting Estimates' to help entities distinguish between accounting policies and accounting estimates.

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, 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 th e 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 in Morocco, with the ultimate goal of producing from its mineral properties. None of the Company's properties have commenced commercial production and Trigon Morocco 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 in the near term as it continues its exploration activities in Morocco. 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.

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

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 and silver have 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.

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 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 this country, 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 theCompany.

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 Morocco 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.

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 Morocco. As a result, unless the Company acquires additional property interests, any adverse developments affecting this property 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.

Outstanding Share Data

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

1) 1,010 common shares outstanding.
2) No warrants or options outstanding

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.

Safi Silver Corp. (formerly Trigon (Morocco) Holding Corp.)

Condensed consolidated interim financial statements (Expressed in Canadian dollars)

For the three and nine months ended December 31, 2023

Condensed consolidated interim statements of financial position (Expressed in Canadian dollars)

		December 31,	March 31,
As at	Notes	2023	2023
ASSETS
Current assets
Cash		\$ 16,496	\$ 3,385
Amounts receivable		495	495
Prepaid expenses		3,726	-
Total current assets		20,717	3,880
Non-current assets
Equipment	4	9,436	13,303
Total assets		\$ 30,153	\$ 17,183
LIABILITIES
Current
Accounts payable and accrued liabilities	7,12	\$ 19,199	\$ 10,713
Acquisition fees payable	10	662,500	662,500
Loan payable	9	500,000	500,000
Total current liabilities		1,181,699	1,173,213
Non-current liabilities
Acquisition fees payable	10	1,049,734	944,818
Total liabilities		\$ 2,231,433	\$ 2,118,031
SHAREHOLDER'S DEFICIENCY
Shareholder's deficiency
Share capital	11	101	101
Contributed surplus	11	474,322	-
Accumulated deficit		(2,675,703)	(2,100,949)
Total deficiency		(2,201,280)	(2,100,848)
Total liabilities and shareholder's deficiency		\$ 30,153	\$ 17,183

Nature of operation and going concern (note 1)

Commitments and contingencies (note 6)

Condensed consolidated interim statements of loss and comprehensive loss (Expressed in Canadian dollars)

		Three months ended				Nine months ended	From the period of incorporation on April 5, 2022 to
			December 31,				December 31,	December 31,
	Notes		2023		2022		2023	2022
Expenses
Exploration and evaluation expenditures	5	\$	78,921	\$	30,862	\$	453,124	\$	79,953
Depreciation	4		1,289		1,289		3,867		3,867
Foreign exchange loss (gain)			9,052		(63)		12,847		1,676
Total expenses before the undernoted		\$	89,262	\$	32,088	\$	469,838	\$	85,496
Other expense
Accretion	10		(36,336)		(42,187)		(104,916)		(103,030)
Net loss and comprehensive loss			(125,598)		(74,275)		(574,754)		(188,526)
			-		-
Loss per share
Basic and diluted			(124)		(74)		(569)		(187)
Weighted average number of common shares outstanding
Basic and diluted			1,010		1,010		1,010		1,010

Condensed consolidated interim statements of changes in shareholders' deficiency (Expressed in Canadian dollars)

	Notes	Share capital	Contributed surplus		Accumulated deficit	Total shareholder's deficiency
Issue of share capital on incorporation, April 5, 2022		\$ 100 \$	-	\$	-	\$ 100
Acquisition of Technomine Africa SARL	10	1	-		(2,147,523)	(2,147,522)
Net loss for the period		-	-		(188,526)	(188,526) -
Balance as at December 31, 2022		\$ 101 \$	-	\$	(2,336,049) \$	(2,335,948)
Balance as at March 31, 2023		\$ 101	\$	- \$	(2,100,949) \$	(2,100,848)
Contributions from parent	11	-	474,322		-	474,322
Net loss for the period		-	-		(574,754)	(574,754) -
Balance as at December 31, 2023		\$ 101 \$	474,322 \$		(2,675,703) \$	(2,201,280)

Condensed consolidated interim statements of cash flows (Expressed in Canadian dollars)

		Nine months ended December 31,	From the period of incorporation on April 5, 2022 to December 31,
	Note	2023		2022
Cash from (used in):
Operating activities
Net loss for the period		\$ (574,754)	\$	(188,526)
Adjustments for items not affecting cash:
Depreciation	4	3,867		3,867
Accretion	10	104,916		103,030
Net cash from operating activities before changes in working capital		(465,971)		(81,629)
Net changes in non-cash working capital
Change in amounts receivable		-		(99)
Change in prepaid expenses		(3,726)		-
Change in accounts payable and accrued liabilities		8,486		72,974
Net cash flows used in operating activities		(461,211)		(8,754)
Investing activities
Acquisition of Technomine	10	-		21,635
Net cash flows from investing activities		-		21,635
Financing activities
Contributions from parent	11	474,322		-
Net cash flows from financing activities		474,322		-
Increase in cash during the period		13,111		12,881
Cash - beginning of period		3,385		-
Cash - end of period		\$ 16,496	\$	12,881

SAFI SILVER CORP. (FORMERLY TRIGON (MOROCCO) HOLDING CORP.) Notes to the condensed consolidated interim financial statements For the three and nine months ended December 31, 2023

(Expressed in Canadian dollars)

1. Nature of operations and going concern

Safi Silver Corp. (formerly "Trigon (Morocco) Holding Corp.") (the "Company" or "Safi Silver") is a wholly owned subsidiary of Trigon Metals Inc. which is a publicly traded Canadian mining, exploration and development company listed on the TSX Venture Exchange ("TSXV") under the symbol "TM". The Company's core business is copper and silver exploration at its Silver Hill and Addana properties in Morocco. The Company was incorporated under the laws of the Province of Ontario, Canada.

These condensed consolidated interim financial statements were prepared on a going concern basis of presentation, which contemplates the realization of assets and settlement of liabilities as they become due in the normal course of operations for the next fiscal year. For the nine months ended December 31, 2023, the Company incurred a net loss of \$574,754 and as at December 31, 2023, reported an accumulated deficit of \$2,675,703 and negative working capital of \$1,160,982. The Company has no current source of operating cash flow, and there can be no assurances that sufficient funding, including adequate financing, will be available to explore and develop its property and to cover general and administrative expenses necessary for the maintenance of a public company. The Company's status as a going concern is contingent upon raising the necessary funds through the issuance of equity or debt. There can be no assurances the Company will be able to raise these funds when needed. If the Company is not able to raise the necessary funds, it will not be able to continue as a going concern. These matters represent material uncertainties that cast substantial doubt about the ability of the Company to continue as a going concern.

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. 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 as amounts expended in exploration activities of the Company is dependent upon the Company obtaining the necessary financing to complete the exploration of its property, the discovery of economically recoverable reserves, any permitting required for mining activities, including environmental, and future profitable operations.

2. Significant accounting policies

Statement of compliance

These condensed consolidated interim 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, 2023 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 financial statements should be read in conjunction with the annual audited consolidated financial statements as at March 31, 2023. The condensed consolidated interim financial statements were authorized for issue by the Board of Directors on March 11, 2024.

Notes to the condensed consolidated interim financial statements For the three and nine months ended December 31, 2023 (Expressed in Canadian dollars)

2. Significant accounting policies (continued)

Basis of measurement

The condensed consolidated interim financial statements have been prepared on the historical cost basis, unless otherwise disclosed. 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 Safi Silver Corp. (Canada), and Technomine Africa SARL ("Technomine") (Morocco) 100%. All intercompany transactions, balances, income and expenses are eliminated on consolidation.

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 subsidiary after eliminating inter-entity balances and transactions.

‐ 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.

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, 2023 with the exception of amended standards and new policies outlined below.

Notes to the condensed consolidated interim financial statements For the three and nine months ended December 31, 2023 (Expressed in Canadian dollars)

2. Significant accounting policies (continued)

Amended accounting standards

Future accounting standards issued but not yet effective

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, 2024, 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, 2024.

In August 2023, the IASB amended IAS 21 to clarify when a currency is exchangeable into another currency; and how a company estimates a spot rate when a currency lacks exchangeability. Under the amendments, companies will need to provide new disclosures to help users assess the impact of using an estimated exchange rate on financial statements. The amendments apply for annual reporting periods beginning on or after January 1, 2025. Earlier application is permitted.

Notes to the condensed consolidated interim financial statements For the three and nine months ended December 31, 2023 (Expressed in Canadian dollars)

3. Critical judgments and estimation uncertainties

The preparation of condensed consolidated interim financial statements in conformity with IFRS requires the Company's management to make judgments, estimates and assumptions about future events that affect the amounts reported in the condensed consolidated interim financial statements and related notes to the condensed consolidated interim financial statements. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may differ from those estimates and these differences could be material.

Significant judgments in applying accounting policies

The areas which require management to make significant judgments in applying the Company's accounting policies in determining carrying values include, but are not limited to:

Depreciation rates

Income taxes and recoverability of potential deferred tax assets

Contingencies

Notes to the condensed consolidated interim financial statements For the three and nine months ended December 31, 2023 (Expressed in Canadian dollars)

3. Critical judgments and estimation uncertainties (continued)

Significant accounting estimates and assumptions

The areas which require management to make significant estimates and assumptions in determining carrying values include, but are not limited to:

Income, value added, withholding and other taxes

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.

4. Equipment

		December 31, 2023					March 31, 2023
		Accumulated		Accumulated
	Cost Depreciation	Net book value		Cost		Depreciation	Net book value
Machinery and equipment	\$ 18,458 \$	9,022 \$	9,436 \$		18,458 \$		5,155 \$	13,303
								Machinery
								and
Cost								equipment
Balance, April 5, 2022								\$ -
Additions								18,458
Balance, March 31, 2023 and December 31, 2023								\$ 18,458
Accumulated depreciation, depletion and impairment
Balance, April 5, 2022								\$ -
Depreciation for the period								(5,155)
Balance, March 31, 2023								\$ (5,155)
Depreciation for the period								(3,867)
Balance, December 31, 2023								\$ (9,022)
Net book value
As at March 31, 2023								\$ 13,303
As at December 31, 2023								\$ 9,436

Notes to the condensed consolidated interim financial statements For the three and nine months ended December 31, 2023 (Expressed in Canadian dollars)

5. Exploration and evaluation expenditures

The Company is currently focusing on an exploration program on its operating licence in Morocco, known as the Silver Hill project.

Exploration and evaluation expenditures for the period were as follows:

	Three months ended December 31, 2023	2022	Nine months ended December 31, 2023
Assay and survey	\$ 18,079	\$ 14	\$ 18,938 \$	575
Field office and support	4,510	20,888	14,603	49,303
Consulting and labour	39,155	9,569	348,170	27,774
Professional fees	8,040	-	8,040	-
Travel costs	1,896	-	1,896	-
Other	7,241	391	61,477	2,301
Total exploration and evaluation expenditures	\$ 78,921	\$ 30,862	\$ 453,124 \$	79,953

6. Commitments and contingencies

Legal

Environmental

7. Financial risk management

The Company's financial instruments comprise cash, amounts receivable, accounts payable and accrued liabilities, loan payable, and acquisition fees payable.

Management reviews policies for managing each of these risks, which are summarized below.

SAFI SILVER CORP. (FORMERLY TRIGON (MOROCCO) HOLDING CORP.) Notes to the condensed consolidated interim financial statements For the three and nine months ended December 31, 2023 (Expressed in Canadian dollars)

7. Financial risk management

(a) Credit risk:

(b) Liquidity risk

The Company's financial liabilities at December 31, 2023 include accounts payable and accrued liabilities of \$19,199, a loan payable of \$500,000, and current acquisition fees payable of \$662,500 and are all due in less than one year, plus long-term acquisition fees payable of \$1,049,734.

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

	< 1 year	1 to 3 years	4 to 5 years	>5 years			Total
Accounts payable and accrued liabilities	\$ 19,199	\$ -	\$ -	\$		- \$	19,199
Acquisition fees payable	662,500	1,250,000	-		-		1,912,500
Loan payable	500,000	-	-		-		500,000
Balance December 31, 2023	\$ 1,181,699	\$ 1,250,000	\$ -	\$		- \$	2,431,699
							Total
	< 1 year	1 to 3 years	4 to 5 years	>5 years
Accounts payable and accrued liabilities	\$ 10,713	\$ -	\$ -	\$		- \$	10,713
Acquisition fees payable	662,500	1,250,000	-		-		1,912,500
Loan payable	500,000	-	-		-		500,000

(c) Market risk

(d) Capital management:

The capital of the Company consists of equity.

Management's objective is to ensure that there is sufficient capital to minimize liquidity risk and to continue as a going concern.

Notes to the condensed consolidated interim financial statements For the three and nine months ended December 31, 2023 (Expressed in Canadian dollars)

As the Company's properties are in the exploration and evaluation stage, the Company is currently unable to self-finance its operations. There can be no assurance that the Company will be able to obtain adequate financing in the future, or that the terms of such financing will be favourable.

8. Financial instruments

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3 Inputs for the asset or liability that are not based on observable market data.

The Company does not have any financial instruments assured at fair value and which require classification within the fair value hierarchy.

The fair value of short-term financial instruments, including cash, amounts receivable, and accounts payable and accrued liabilities, loan payable, and acquisition fees payable approximate their carrying value due to the short period of time to maturity. The non-current portion of the acquisition fees payable is recorded at a 15% discount rate.

9. Loan payable

The Company has a \$500,000 loan payable to its parent entity, Trigon Metals Inc. The loan is interest free, unsecured and due upon demand.

Notes to the condensed consolidated interim financial statements For the three and nine months ended December 31, 2023 (Expressed in Canadian dollars)

10. Technomine acquisition

The transaction can be summarized as follows:

Total consideration transferred:

Common shares Assumption of acquisition payable	11	\$ 1 1,767,511
Loan payable to parent	9	386,245
		\$ 2,153,757
Book value of Technomine
Cash		\$ 21,635
Accounts receivable		384
Equipment		18,458
Accounts payable		(34,243)
Acquisition adjustment to deficit		2,147,523
		\$ 2,153,757

Common shares issued as part of the consideration for the acquisition of Technomine were valued at \$0.10 per common share, based on the most current share issuance.

Under the terms of the acquisition, the Company assumed an acquisition fees payable liability which requires the following:

1. On closing of a public financing, the Company must pay \$400,000 and issue such number of Company shares equal to \$250,000 (based on their trading price at the time of settlement) to the previous shareholders of Technomine. The Company has also agreed to issue such number of Company shares equal to \$12,500 as finders shares (based on their trading price at the time of settlement). These amounts are overdue and are expected to be settled in March 2024; and
1. Upon completion of an independent National Instrument 43-101 compliant mineral resource estimate of the Technomine project which shows at least 100,000 tonnes of contained copper or equivalent, the Company shall issue a number of shares equal to \$1,250,000 (based on their trading price at the time) to the previous shareholders of Technomine.

The second acquisition fee payable is presented in the financial statements as the net present value of the future payments, discounted by 15%. As of December 31, 2023, the long-term acquisition fees payable has been accreted to \$1,049,734.

Notes to the condensed consolidated interim financial statements For the three and nine months ended December 31, 2023 (Expressed in Canadian dollars)

10. Technomine acquisition (continued)

Non-current acquisition fees payable as at April 5, 2022	\$ -
Technomine acquisition	1,105,011
Adjustment to accretion due to change of competion date for technical report	(305,182)
Accretion	144,989
Non-current acquisition fees payable as at March 31, 2023	\$ 944,818
Accretion	104,916
Non-current acquisition fees payable as at December 31, 2023	\$ 1,049,734

11. Share capital

	Number of shares	Issued capital
Share issuance on incorporation, April 5, 2022	1,000 \$	100
Share issuance on acquisition of Technomine	10	1
Balance, December 31, 2023 and March 31, 2023	1,010 \$	101

Contributed surplus is comprised of contributions to the Company by its parent, Trigon Metals Inc.

12. Related party transactions

Included in accounts payable and accrued liabilities as at December 31, 2023 was approximately \$8,966 (March 31, 2023 - \$6,671) for expenses charged by current directors of the Company. Such amounts are unsecured, non-interest bearing and with no fixed terms of payment.

The Company was charged rent of \$2,370 by a related party of the Company during the nine months ended December 31, 2023 (\$2,309 from the date of incorporation on April 5, 2022 through December 31, 2022).

Safi Silver Corp.

(formerly Trigon (Morocco) Holding Corp.)

Management's Discussion and Analysis

For the nine months ended December 31, 2023

Safi Silver Corp. (formerly Trigon (Morocco) Holding Corp) Management's Discussion and Analysis For the nine months ended December 31, 2023

Date: March 11, 2024

This Management's Discussion and Analysis ("MD&A") provides a review of the financial position and results of operations of Safi Silver Corp. (formerly Trigon (Morocco) Holding Corp.) (the "Company" or "Safi") and should be read in conjunction with the condensed interim consolidated financial statements and notes thereto for the nine months ended December 31, 2023. 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 condensed interim 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 directors of the Company have reviewed this MD&A and the condensed interim consolidated financial statements for the nine months ended December 31, 2023 and the Company's board of directors approved these documents prior to their release.

Qualified Persons

Dr. Andreas Rompel, FSAIMM/Pr. Sci. Nat., PhD, 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

Safi Silver Corp. is a wholly owned subsidiary of Trigon Metals Inc. which 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 Copper mine in Namibia as well as the Silver Hill and Addana exploration projects in Morocco.

The Company was incorporated under the Ontario Business Corporations Act on April 5, 2022. The Company's head office is located at 658 Lansdowne, Toronto, ON, M6H 3Y8.

Summary of Properties

Silver Hill project

The Company has 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"). The Company is focusing on an exploration program to build on initial promising drill and sampling results at Silver Hill. In May and June 2023, Technomine was granted a further six exclusive prospecting licences and two permits in the Addana Mountains of Morocco ("Addana" or the "Addana project"), over a prospective high grade silver lead deposit. At Silver Hill, mineralisation is positioned along a stratiform quartzvein which is located at the conformable contact between Cambrian sandstones/quartzite in the footwall and Ordovician siltstones in the hangingwall. Mineralisation has also been observed in the Ordovician hangingwall as malachite assemblages.

History

On April 5, 2022, 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. Technomine was also previously the holder of five research permits comprising the Tamdoult property in Morocco, which permits management allowed to lapse when they expired in 2022, in favour of the Addana project, the apparent source rock for the ancient tailings found at Tamdoult.

Overview

Technomine is the holder of one operating licence, No. 383548 (Silver Hill project). The operating licence covers an area of 789 ha and is valid until December 2028.

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 Safi have completed various exploration activities, including both drilling (27 diamond drilling holes, 2,147m drilled totally) 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.

Technomine (Addana project)

History

In May and June 2023, the Company was granted six exclusive prospecting licences and two mining permits encompassing 112 square kilometres in the Addana Mountains of the Antiatlas in Southern Morocco.

Overview

The Addana Project is located near Akka, in the province of Tata. It is located about 300 km from Agadir on the road connecting Agadir to Tata. The Addana Range was formed by an anticlinal fold in the Bani series of quartzites and schists, and is of Ordovician age.

The Addana Project is a silver and lead, polymetallic vein deposit located in a district that has seen lead and silver mining for hundreds of years. Numerous high-grade veins can be seen from surface over an area over 40 km in strike length. The veins vary in length from 15 m to 2.5 km, generally about 40 cm thick, often only a few metres and possibly amenable to the use of bulk open pit mining methods.

Highlights

Safi completed 10 drill holes covering approximately 2,100 metres on its Silver Hill property in October 2023. Six targets were tested on both the Northern and Southern IP axis. Sampling and assay results are expected to be available imminently. Management will update the market with a separate press release.

Outlook

Morocco

Considering the positive results from the induced polarization ("IP") survey undertaken in the spring of 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 east 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 (completed in October 2023)
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.

The Company has used a portion of the capital raised in the \$3,783,015 (CAD\$5,000,000) July 2023 private placement financing to fund the Moroccan exploration program.

Summary of Quarterly Results

	December 31,	September 30,	June 30,	March 31,
	2023	2023	2023	2023
Earning and cash flow	\$	\$	\$	\$
Net loss	(125,598)	(390,905)	(58,251)	193,176
Balance sheet
Total assets	30,153	23,412	23,240	17,183
	December 31,	September 30,	June 30,
	2022	2022	2022
Earning and cash flow	\$	\$	\$
Net loss (income)	(74,275)	(61,561)	(52,690)
Balance sheet
Total assets	27,472	16,358	32,489

Results of Operations

	Three months ended			Nine months ended		From the period of incorporation on April 5, 2022 to
	December 31,			December 31,		December 31,
	2023		2022	2023		2022
Expenses
Exploration and evaluation expenditures	\$ 78,921	\$	30,862	\$ 453,124	\$	79,953
Depreciation	1,289		1,289	3,867		3,867
Foreign exchange loss (gain)	9,052		(63)	12,847		1,676
Total expenses before the undernoted	\$ 89,262	\$	32,088	\$ 469,838	\$	85,496
Other expense
Accretion	(36,336)		(42,187)	(104,916)		(103,030)
Net loss and comprehensive loss	(125,598)		(74,275)	(574,754)		(188,526)
	-		-
Loss per share
Basic and diluted	(124)		(74)	(569)		(187)
Weighted average number of common shares outstanding
Basic and diluted	1,010		1,010	1,010		1,010
						From the period of incorporation on
	Three months ended			Nine months ended		April 5, 2022 to
		December 31,		December 31,	December 31,
	2023		2022	2023		2022

Total exploration and evaluation expenditures	\$ 78,921	\$ 30,862	\$ 453,124 \$	79,953
Other	7,241	391	61,477	2,301
Travel costs	1,896	-	1,896	-
Professional fees	8,040	-	8,040	-
Consulting and labour	39,155	9,569	348,170	27,774
Field office and support	4,510	20,888	14,603	49,303
Assay and survey	\$ 18,079	\$ 14	\$ 18,938 \$	575

The above expenditure was made on the Company's Silver Hill property. The Company incurred negligible expenditure on its Addana property.

Cash Flow

	Nine months ended December 31, 2023			From the period of incorporation on April 5, 2022 to December 31, 2022

Cash provided by (used in):
Operating activities
Net loss for the period	\$	(574,754)	\$	(188,526)
Adjustments for items not affecting cash:
Depreciation		3,867		3,867
Accretion		104,916		103,030
Net cash from operating activities before
changes in working capital		(465,971)		(81,629)
Net changes in non-cash working capital
Change in amounts receivable		-		(99)
Change in prepaid expenses		(3,726)		-
Change in accounts payable and accrued liabilities		8,486		72,974
Net cash flows from operating activities		(461,211)		(8,754)
Investing activities
Acquisition of Technomine		-		21,635
Net cash flows used in investing activities		-		21,635
Financing activities
Contributions from parent		474,322		-
Net cash flows from financing activities		474,322		-
Increase in cash during the period		13,111		12,881
Cash - beginning of period		3,385		-
Cash - end of period	\$	16,496	\$	12,881

Cash used in operating activities totaled \$461,211 in the nine months ended December 31, 2023. As the Company expenses exploration & evaluation costs, these expenses are included in operating activities.

The Company was solely funded by its ultimate parent entity Trigon Metals Inc. through contributed surplus of \$474,322. The parent company funded the Company on as needed basis to allow Safi to meet its commitments as they fell due.

Liquidity and Capital Resources

Notwithstanding the foregoing, if, at any time, the Company's Board of Directors deems continued exploration expenditures at Safi's Moroccan 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. Save as aforesaid, the Company does not have any commitments for material capital expenditures in the near or long term. As at December 31, 2023, the Company had no long-term debt and no definitive agreements with respect to long-term borrowings had been entered into by the Company.

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.

Related party transactions

The Company was charged rent of \$2,370 by a related party of the Company during the nine months ended December 31, 2023 (\$2,309 from the period of incorporation on April 5, 2022 through December 31, 2022).

Operating Segments

The Company has concluded that it has only one material operating segment (the development of its Moroccan mineral licenses) for financial reporting purposes.

Off-Balance Sheet Arrangements

Financial Commitments, Contingencies and Litigation

Legal claims

Environmental

Critical Management Judgments and Accounting Estimates

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

Determination of functional currency

Key sources of estimation uncertainty:

Mineral Reserve and Mineral Resource estimates

Estimation of decommissioning and restoration costs and the timing of expenditure

Depreciation rates

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.

Financial Instruments and Financial Risk Management

The Company's financial instruments comprise cash, amounts receivable, accounts payable and accrued liabilities, loan payable, and acquisition fees payable.

Management reviews policies for managing each of these risks, which are 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 has been prepared for the nine months ended December 31, 2023 using the amounts of other financial assets and liabilities held as at the statement of financial position date.

(a) Credit risk:

(b) Liquidity risk

The Company's financial liabilities at December 31, 2023 include accounts payable and accrued liabilities of \$228,516, a loan payable of \$500,000, and current acquisition fees payable of \$662,500 and are all due in less than one year, plus long-term acquisition fees payable of \$1,013,398.

	< 1 year	1 to 3 years	4 to 5 years	>5 years			Total
Accounts payable and accrued liabilities	\$ 19,199	\$ -	\$ -	\$		- \$	19,199
Acquisition fees payable	662,500	1,250,000	-		-		1,912,500
Loan payable	500,000	-	-		-		500,000
Balance December 31, 2023	\$ 1,181,699	\$ 1,250,000	\$ -	\$		- \$	2,431,699
	< 1 year	1 to 3 years	4 to 5 years	>5 years			Total
Accounts payable and accrued liabilities	\$ 10,713	\$ -	\$ -	\$		- \$	10,713
Acquisition fees payable	662,500	1,250,000	-		-		1,912,500
Loan payable	500,000	-	-		-		500,000
Balance March 31, 2023	\$ 1,173,213	\$ 1,250,000	\$ -	\$		- \$	2,423,213

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

(c) Market risk

(d) Capital management:

The capital of the Company consists of equity.

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3 Inputs for the asset or liability that are not based on observable market data.

The Company does not have any financial instruments assured at fair value and which require classification within the fair value hierarchy.

Risks and Uncertainties

Liquidity Concerns and Financing Risks

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.

Stage of Development

The Company is in the business of exploring for mineral resources in Morocco, with the ultimate goal of producing from its mineral properties. None of the Company's properties have commenced commercial production and Safi 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 in the near term as it continues its exploration activities in Morocco. 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

Regulatory Requirements, Permits and Licenses

Title to Properties

Environmental Regulations

Markets for Securities

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, silver 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, silver 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 supplies of copper and silver 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 prices of copper and silver have 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.

Uninsurable Risks

Reliance on Key Individuals and Outside Parties

Geopolitical Risks

Competition

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 Safi 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

Corruption and Bribery Laws

Foreign Mining Tax Regimes

Limited Property Portfolio

Enforcement of Legal Rights

Outstanding Share Data

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

1) 1,010 common shares outstanding.
2) No warrants or options outstanding

Cautionary Note Regarding Forward Looking Statements

SCHEDULE "H"

TECHNOMINE AUDITED FINANCIAL STATEMENTS

(see attached)

Technomine Africa SARL

Financial Statements (Expressed in Canadian dollars)

For the years ending March 31, 2023 and 2022

Independent Auditor's Report

To the Directors of Technomine Africa SARL

Opinion

We have audited the financial statements of Technomine Africa SARL (the "Company"), which comprise the statements of financial position as at March 31, 2023 and 2022, and the statements of loss and comprehensive loss, statements of changes in shareholder's equity and statements of cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2023 and 2022 and its financial performance and its 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 financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada. 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 financial statements, which indicates that the Company incurred a net loss during the year ended March 31, 2023 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 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 financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with

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

Responsibilities of management and those charged with governance for the financial statements

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

In preparing the financial 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 financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level 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 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 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.

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 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 financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

McGovern Hurley LLP

Chartered Professional Accountants Licensed Public Accountants

Toronto, Ontario December 18, 2023

Statements of financial position (Expressed in Canadian dollars)

		March 31,	March 31,
As at	Notes	2023		2022
ASSETS
Current assets
Cash		\$ 3,385	\$	21,635
Amounts receivable		395		383
Total current assets		3,780		22,018
Non-current assets
Equipment	4	13,303		18,458
Total assets		\$ 17,083	\$	40,476
LIABILITIES
Current
Accounts payable and accrued liabilities	10	\$ 10,713	\$	34,242
Total current liabilities		10,713		34,242
Total liabilities		\$ 10,713	\$	34,242
EQUITY
Share capital	9	343,219		343,219
Contributed surplus	9	878,786		765,031
Deficit		(1,215,635)		(1,102,016)
Total equity		6,370		6,234
Total liabilities and equity		\$ 17,083	\$	40,476

Nature of operation and going concern (note 1)

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

Statements of loss and comprehensive loss (Expressed in Canadian dollars)

		Year ended
		March 31,
	Notes	2023		2022

Expenses
Exploration and evaluation expenditures	5	\$ 100,680	\$	190,337
Depreciation	4	5,155		5,155
Unrealized foreign exchange loss		4,350		5,841
Total expenses before the undernoted		\$ 110,185	\$	201,333
Other expense
Impairment of receivables		(3,055)		(13,783)
Other expenses		(379)		-
Net loss and other comprehensive loss		\$ (113,619)	\$	(215,116)
Loss per share
Basic and diluted		\$ (4.73)	\$	(8.96)
Weighted average number of common
shares outstanding
Basic and diluted		24,000		24,000

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

Statements of changes in shareholder's equity (Expressed in Canadian dollars)

	Share	Contributed
	capital	surplus	Deficit	Total equity
Balance as at March 31, 2021	\$ 343,219 \$	566,348 \$	(886,900)	\$ 22,667
Net loss for the year	-	-	(215,116)	(215,116)
Contributions from parent	-	198,683	-	198,683
Balance as at March 31, 2022	\$ 343,219 \$	765,031 \$	(1,102,016) \$	- 6,234
Net loss for the year	-	-	(113,619)	(113,619)
Contributions from parent	-	113,755	-	113,755
Balance as at March 31, 2023	\$ 343,219 \$	878,786 \$	(1,215,635) \$	- 6,370

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

Statements of cash flows (Expressed in Canadian dollars)

		Year ended March 31,
	Notes		2023		2022
Cash provided by (used in):
Operating activities
Net loss for the year		\$	(113,619)	\$	(215,116)
Adjustments for items not affecting cash:
Depreciation	4		5,155		5,155
Impairment of receivables			3,055		13,783

Net cash from operating activities before
changes in working capital			(105,409)		(196,178)
Net changes in non-cash working capital
Change in amounts receivable			(3,067)		(13,754)
Change in accounts payable and accrued liabilities Net cash flows from operating activities			(23,529) (132,005)		8,150
					(201,782)
Financing activities
Contributions from parent	9		113,755 113,755		198,683 198,683
Net cash flows from financing activities
Decrease in cash during the year			(18,250)		(3,099)
Cash - beginning of year			21,635		24,734
Cash - end of year		\$	3,385	\$	21,635





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

Notes to the financial statements For the years ended March 31, 2023 and 2022 (Expressed in Canadian dollars)

1. Nature of operations and going concern

Technomine Africa SARL is a wholly owned subsidiary of Trigon (Morocco) Holding Corp, which is a wholly owned subsidiary of Trigon Metals Inc., 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 jurisdictions in Africa, where it has substantial assets in place, including the recently operational Kombat Copper mine in Namibia as well as the Silver Hill and Addana exploration projects in Morocco. Technomine Africa SARL (the "Company") was incorporated under the laws of Morocco.

These financial statements were prepared on a going concern basis of presentation, which contemplates the realization of assets and settlement of liabilities as they become due in the normal course of operations for the next fiscal year. For the year ended March 31, 2023, the Company incurred a net loss of \$113,619 and as at March 31, 2023, reported an accumulated deficit of \$1,215,635 and negative working capital of \$6,933. The Company has no current source of operating cash flow, and there can be no assurances that sufficient funding, including adequate financing, will be available to explore and develop its property and to cover general and administrative expenses necessary for the maintenance of a public company. The Company's status as a going concern is contingent upon raising the necessary funds through the issuance of equity or debt. There can be no assurances the Company will be able to raise these funds when needed. If the Company is not able to raise the necessary funds, it will not be able to continue as a going concern. These matters represent material uncertainties that cast substantial doubt about the ability of the Company to continue as a going concern.

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 noncompliance with regulatory, social and environmental requirements. The Company's assets may also be subject to increases in taxes and royalties, renegotiation of contracts, political uncertainty and currency exchange fluctuations and restrictions.

2. Significant accounting policies

Statement of compliance

The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards ("IFRS") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). The financial statements were authorized for issue by the Board of Directors on December 18, 2023.

Notes to the financial statements For the years ended March 31, 2023 and 2022 (Expressed in Canadian dollars)

2. Significant accounting policies (continued)

Basis of measurement

The financial statements have been prepared on the historical cost basis, unless otherwise disclosed.

The accounting policies set out below have been applied consistently to all periods presented in these financial statements:

Translation of foreign currency

The financial statements are presented in Canadian dollars, which is the functional currency of the Company.

Transactions in foreign currencies are translated into the entity's functional currency at the exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the statement of financial position dates. Non-monetary items in a foreign currency are measured in terms of historical cost and are translated using the exchange rates on the dates of the initial transactions. All differences are taken to the statement of loss in the periods in which they arise.

Exploration and evaluation expenditures

Exploration and evaluation expenditures comprise costs of 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 statement of loss 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
Cash	Amortized cost
Amounts receivables	Amortized cost

Financial liabilities

Accounts payable and accrued liabilities Amortized cost

Financial assets

Initial recognition and measurement

Notes to the financial statements For the years ended March 31, 2023 and 2022 (Expressed in Canadian dollars)

2. Significant accounting policies (continued)

Financial assets with embedded derivatives are considered in their entirety when determining their classification at FVPL or at amortized cost.

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 EIR amortization is included in finance income in the statements of loss. The Company has classified cash and amounts receivable as financial assets measured 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 statements of financial position with changes in fair value recognized in other income or expense in the statements of loss. The Company does not have financial assets measured at FVPL.

Subsequent measurement – 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 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 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.

Notes to the financial statements For the years ended March 31, 2023 and 2022 (Expressed in Canadian dollars)

2. Significant accounting policies (continued)

Impairment of financial assets

The Company's 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, amounts 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 on initial recognition. The Company's financial liabilities include accounts payable and accrued liabilities. Accounts payable and accrued liabilities are measured at amortized cost. All financial liabilities are recognized initially at fair value.

Subsequent measurement – Financial liabilities at amortized cost

Subsequent measurement – Financial liabilities at FVPL

Financial liabilities measured at FVPL include financial liabilities 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 liabilities measured at FVPL are carried at fair value in the statements of financial position with changes in fair value recognized in other income or expense in the statements of loss.

Notes to the financial statements For the years ended March 31, 2023 and 2022 (Expressed in Canadian dollars)

2. Significant accounting policies (continued)

Derecognition

Share capital

Share capital is classified as equity. Incremental costs directly attributable to the share capital are recognized as a deduction from equity, net of any tax effects.

Cash

Cash in the statement of financial position comprises cash at banks.

Contingencies

Provisions

Equipment

The Company depreciates equipment on the straight-line depreciation method. Equipment has a useful life of five years.

Notes to the financial statements For the years ended March 31, 2023 and 2022 (Expressed in Canadian dollars)

2. Significant accounting policies (continued)

Income taxes

Notes to the financial statements For the years ended March 31, 2023 and 2022 (Expressed in Canadian dollars)

2. Significant accounting policies (continued)

Future accounting standards issued but not yet effective

Notes to the financial statements For the years ended March 31, 2023 and 2022 (Expressed in Canadian dollars)

3. Critical judgments and estimation uncertainties

The preparation of financial statements in conformity with IFRS requires the Company's management to make judgments, estimates and assumptions about future events that affect the amounts reported in the financial statements and related notes to the financial statements. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may differ from those estimates and these differences could be material.

Significant judgments in applying accounting policies

The areas which require management to make significant judgments in applying the Company's accounting policies in determining carrying values include, but are not limited to:

Income taxes and recoverability of potential deferred tax assets

Contingencies

Notes to the financial statements For the years ended March 31, 2023 and 2022 (Expressed in Canadian dollars)

3. Critical judgments and estimation uncertainties (continued)

Significant accounting estimates and assumptions

The areas which require management to make significant estimates and assumptions in determining carrying values include, but are not limited to:

Depreciation rates

Income, value added, withholding and other taxes

Notes to the financial statements For the years ended March 31, 2023 and 2022 (Expressed in Canadian dollars)

4. Equipment

							Machinery
							and
Cost							equipment
Balance, March 31, 2023, 2022, 2021							\$ 25,777
Accumulated depreciation
Balance, March 31, 2021							\$ (2,164)
Depreciation for the year							(5,155)
Balance, March 31, 2022							\$ (7,319)
Depreciation for the year							(5,155)
Balance, March 31, 2023							\$ (12,474)
Net book value
As at March 31, 2022							\$ 18,458
As at March 31, 2023							\$ 13,303

Notes to the financial statements For the years ended March 31, 2023 and 2022 (Expressed in Canadian dollars)

5. Exploration and evaluation expenditures

The Company is currently focusing on an exploration program on its operating licence in Morocco, known as the Silver Hill project.

Exploration and evaluation expenditures for the years were as follows:

		Year ended March 31,

		2023		2022
Assay and survey	\$	566	\$	12,930
Drilling		-		50,896
Field office and support		61,446		87,451
Consulting and labour		38,668		38,910
Licence		-		150
Total exploration and evaluation expenditures	\$	100,680	\$	190,337

6. Commitments and contingencies

Legal

Environmental

Notes to the financial statements For the years ended March 31, 2023 and 2022 (Expressed in Canadian dollars)

7. Financial risk management

The Company's financial instruments comprise cash, amounts receivable, and accounts payable and accrued liabilities.

Management reviews policies for managing each of these risks, which are summarized below:

(a) 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. 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 counterparty, with a maximum exposure equal to the carrying amount of these instruments. Cash balances are held with high credit quality financial institutions. The credit risk of the Company is considered minimal.

(b) Liquidity risk

The Company's financial liabilities at March 31, 2023 include accounts payable and accrued liabilities of \$10,713 and are all due in less than one year.

A portion of the Company's transactions are carried out in Moroccan dirham and these transactions are subject to currency fluctuations.

Notes to the financial statements For the years ended March 31, 2023 and 2022 (Expressed in Canadian dollars)

7. Financial risk management (continued)

(d) Capital management:

The capital of the Company consists of 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. There can be no assurance that the Company will be able to obtain adequate financing in the future, or that the terms of such financing will be favourable. There have been no changes to the Company's approach to capital management during the years ended March 31, 2023 and 2022.

8. Financial instruments

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3 Inputs for the asset or liability that are not based on observable market data.

The Company does not have any financial instruments measured at fair value and which require classification within the fair value hierarchy.

The fair value of short-term financial instruments, including cash, amounts receivable, and accounts payable and accrued liabilities, approximate their carrying value due to the short period of time to maturity.

9. Share capital and contributed surplus

The Company's share capital is comprised of 24,000 common shares issued and outstanding. The Company's contributed surplus is comprised of unregistered share capital for funds contributed to the Company by its parent.

10. Related party transactions

The Company was charged rent of \$3,096 by a related party of the Company during the period ended March 31, 2023.

Notes to the financial statements For the years ended March 31, 2023 and 2022 (Expressed in Canadian dollars)

11. Income Taxes

Provision for income taxes

The reconciliation of the combined Moroccan income tax rate of 12.5% (2022 – 10%) to the effective tax rate is as follows:

	2023	2022
	\$	\$
(Loss) before income taxes	(113,619)	(215,116)
Expected income tax recovery based on statutory rate	(14,000)	(22,000)
Adjustment to expected income tax recovery: Expenses not deductible for tax purposes and other	2,000	2,000
Change in tax rates	(16,000)	-
Change in unrecorded deferred tax asset	28,000	20,000
Deferred income tax provision (recovery)	-	-

Deferred income tax

Deferred taxes are a result of temporary differences that arise due to the differences between the income tax values and the carrying amount of assets and liabilities.

Deferred tax assets (liabilities) have not been recognized in respect of the following deductible temporary differences:

	2023	2022
	\$	\$
Non-capital loss carry-forwards - Morocco	746,000	645,000
Other temporary differences	7,000	7,000
Total	753,000	652,000

The tax losses expire from 2025 to 2027. The other temporary differences do not expire under current legislation.

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

Technomine Africa SARL

Management's Discussion and Analysis

For the year ended March 31, 2023

Technomine Africa SARL Management's Discussion and Analysis For the year ended March 31, 2023

Date: December 18, 2023

This Management's Discussion and Analysis ("MD&A") provides a review of the financial position and results of operations of Technomine Africa SARL (the "Company" or "Technomine") and should be read in conjunction with the audited financial statements and notes thereto for the year ended March 31, 2023. 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 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 financial statements for the period months ended March 31, 2023 and the Company's board of directors approved these documents prior to their release.

Qualified Persons

Overview

Technomine Africa SARL, a Moroccan company, is a wholly owned subsidiary of Trigon (Morocco) Holding Corp., which is a wholly owned subsidiary of Trigon Metals Inc. which 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 Copper mine in Namibia as well as the Silver Hill and Addana exploration projects in Morocco.

Summary of Properties

Silver Hill project

The Company holds the high potential Silver Hill copper-silver exploration project in Morocco ("Silver Hill" or the "Silver Hill project"). The Company is focusing on an exploration program to build on initial promising drill and sampling results at Silver Hill. In May and June 2023, Technomine was granted a further six exclusive prospecting licences and two permits in the Addana Mountains of Morocco ("Addana" or the "Addana project"), over a prospective high grade silver lead deposit.

History

On September 24, 2020, Trigon Metals Inc. acquired 100% of the outstanding shares of Technomine. The primary asset of Technomine is the Silver Hill project, permitted by an operating licence, located in the eastern region of Morocco. Technomine was also previously the holder of five research permits comprising the Tamdoult property in Morocco, which permits management allowed to lapse when they expired in 2022, in favour of the Addana project the apparent source rock for the ancient tailings found at Tamdoult.

In April 2022, Trigon (Morocco) Holding Corp. acquired 100% ownership of Technomine from Trigon Metals Inc.

Overview

Technomine is the holder of one operating licence, No. 383548 (Silver Hill project). The operating licence covers an area of 789 ha and is valid until December 2028.

Addana project

History

The Company has been granted six exclusive prospecting licences and two mining permits encompassing 112 square kilometres in the Addana Mountains of Southern Morocco in May and June 2023.

Overview

Outlook

Morocco

Considering the positive results from the induced polarization ("IP") survey undertaken in the spring of 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 east 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 (completed in October 2023)
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.

	March 31,	December 31,	September 30,	June 30,
	2023	2022	2022	2022
Earning and cash flow	\$	\$	\$	\$
Net loss	(28,113)	(37,253)	(16,051)	(32,202)
Balance sheet
Total assets	17,083	27,472	16,358	32,489
	March 31, 2022	December 31, 2021	September 30, 2021	June 30, 2021
Earning and cash flow	\$	\$	\$	\$
Net loss	(58,257)	(84,707)	(38,835)	(33,317)
Balance sheet
Total assets	40,476	37,403	34,214	35,464

Summary of Quarterly Results

Results of Operations

		Year ended March 31,
	Notes	2023		2022
Expenses
Exploration and evaluation expenditures	5	\$ 100,680	\$	190,337
Depreciation	4	5,155		5,155
Unrealized foreign exchange loss		4,350		5,841
Total expenses before the undernoted		\$ 110,185	\$	201,333
Other expense
Impairment of receivables		(3,055)		(13,783)
Other expenses		(379)		-
Net loss and other comprehensive loss		\$ (113,619)	\$	(215,116)
Loss per share
Basic and diluted		\$ (4.73)	\$	(8.96)
Weighted average number of common shares outstanding
Basic and diluted		24,000		24,000

		Year ended
			March 31,
		2023		2022
Assay and survey		\$ 566	\$	12,930
Drilling		-		50,896
Field office and support		61,446		87,451
Consulting and labour		38,668		38,910
Licence		-		150
			\$	190,337
Total exploration and evaluation expenditures		\$ 100,680

The above expenditure was made on the Company's Silver Hill property. The Company incurred negligible expenditure on its Addana property.

Cash Flow

	Year ended March 31,
	2023		2022
Cash provided by (used in):
Operating activities
Net loss for the year	\$ (113,619)	\$	(215,116)
Adjustments for items not affecting cash:
Depreciation	5,155		5,155
Impairment of receivables	3,055		13,783
Net cash from operating activities before
changes in working capital	(105,409)		(196,178)
Net changes in non-cash working capital
Change in amounts receivable	(3,067)		(13,754)
Change in accounts payable and accrued liabilities	(23,529)		8,150
Net cash flows used in operating activities	(132,005)		(201,782)
Financing activities
Contributions from parent	113,755		198,683
Net cash flows provided by financing activities	113,755		198,683
Decrease in cash during the year	(18,250)		(3,099)
Cash - beginning of year	21,635		24,734
Cash - end of year	\$ 3,385	\$	21,635

Cash used in operating activities totaled \$132,005 in the year ended March 31, 2023 compared to \$201,782 in the year ended March 31, 2022. As the Company expenses exploration & evaluation costs, these expenses are included in operating activities. Operating expenses are higher in the year ended March 31, 2022 as the Company conducted a small drilling program whereas there was no drilling undertaken during the year ended March 31, 2023.

The Company was solely funded by its ultimate parent entity Trigon Metals Inc. with contributions of \$113,755 (March 31, 2022: \$198,683). The parent company funded capital on as needed basis to allow Technomine to meet its commitments as they fell due.

Liquidity and Capital Resources

Notwithstanding the foregoing, if, at any time, the Company's Board of Directors deems continued exploration expenditures at Technomine's Moroccan 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. Save as aforesaid, the Company does not have any commitments for material capital expenditures in the near or long term. As at March 31, 2023, the Company had no long-term debt and no definitive agreements with respect to long-term borrowings had been entered into by the Company.

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 thebusiness.

Related Party Transactions

The Company was charged rent of \$3,096 by a related party of the Company during the period ended March 31, 2023.

Operating Segments

The Company has concluded that it has only one material operating segment (the development of its Moroccan mineral licenses) for financial reporting purposes.

Off-Balance Sheet Arrangements

Financial Commitments, Contingencies and Litigation

Legal claims

Environmental

Critical Management Judgments and Accounting Estimates

The preparation of the 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 financial statements include:

Critical judgment in applying accounting policies:

• Carrying values and impairmentcharges

• 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 presentation currency of the Company, as the Canadian dollar is the currency in which funds from financing activities (i.e. issuing debt and equity instruments) are generated. Effects of changes in foreign exchange rates are recorded as foreign exchange gain (loss) on the statement of loss.

Key sources of estimation uncertainty:

• Mineral Reserve and Mineral Resourceestimates

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

• Depreciation rates

• 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.

Financial Instruments and Financial Risk Management

The Company's financial instruments comprise cash, amounts receivable, and accounts payable and accrued liabilities.

Management reviews policies for managing each of these risks, which are 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 has been prepared for the year ended March 31, 2023 using the amounts of other financial assets and liabilities held as at the statement of financial position date.

(a) 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. 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 counterparty, with a maximum exposure equal to the carrying amount of these instruments. Cash balances are held with high credit quality financial institutions. The credit risk of the Company is considered minimal.

(b) Liquidity risk

The Company's financial liabilities at March 31, 2023 include accounts payable and accrued liabilities of \$10,713 and are all due in less than one year.

A portion of the Company's transactions are carried out in Moroccan dirham and these transactions are subject to currency fluctuations.

(d) Capital management:

The capital of the Company consists of 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. There can be no assurance that the Company will be able to obtain adequate financing in the future, or that the terms of such financing will be favourable.

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly
Level 3 Inputs for the asset or liability that are not based on observable market data.

The Company does not have any financial instruments measured at fair value and which require classification within the fair value hierarchy.

New accounting standards and interpretations

Amended accounting standards

IAS 8 – In February 2021, the IASB issued 'Definition of Accounting Estimates' to help entities distinguish between accounting policies and accounting estimates.

Risks and Uncertainties

Liquidity Concerns and Financing Risks

While the Company's 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 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.

Stage of Development

The Company is in the business of exploring for mineral resources in Morocco, with the ultimate goal of producing from its mineral properties. None of the Company's properties have commenced commercial production and Technomine 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 in the near term as it continues exploration in Morocco. 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

Regulatory Requirements, Permits and Licenses

Title to Properties

Environmental Regulations

Markets for Securities

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.

Uninsurable Risks

Reliance on Key Individuals and Outside Parties

Geopolitical Risks

Competition

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

Corruption and Bribery Laws

Foreign Mining Tax Regimes

Limited Property Portfolio

Currently the Company holds interests in one main project in Morocco. As a result, unless the Company acquires additional property interests, any adverse developments affecting either of this property 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 is organized under the laws of a foreign jurisdiction and certain individuals of the Company's experts are located in a foreign jurisdiction. 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.

Outstanding Share Data

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

24,000 common shares
No options or warrants outstanding

Cautionary Note Regarding Forward Looking Statements

SCHEDULE "I" SPINCO PRO FORMA FINANCIAL STATEMENTS

(see attached)

Safi Silver Corp.

(formerly Trigon (Morocco) Holding Corp.)

UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

DECEMBER 31, 2023

(EXPRESSED IN CANADIAN DOLLARS)

SAFI SILVER CORP. (FORMERLY TRIGON (MOROCCO) HOLDING CORP.) Unaudited Pro Forma Condensed Consolidated Statement of Financial Position December 31, 2023 (Stated in Canadian Dollars)

	Safi Silver		Pro Forma	Pro Forma
	Corp		Adjustments	Consolidated
Assets	\$		\$	\$
Cash	16,496	4 a	2,820,000	2,336,496
		4 b	(500,000)	‐
Receivable	495		‐	495
Prepaid expenses	3,726		‐	3,726
Total Current Assets	20,717		2,320,000	2,340,717
Fixed assets	9,436		‐	9,436
Total Assets	30,153		2,320,000	2,350,153

Current Liabilities
Accounts payable and accruals	19,199		‐	19,199
Acquisition fees payables	662,500	4 c	(662,500)	‐
Loan payable	500,000	4 b	(500,000)	‐
Total Current Liabilities	1,181,699		(1,162,500)	19,199
Non‐Current Liabilities
Acquisition fees payable	1,049,734		‐	1,049,734
Total Non‐Current Liabilities	2,231,433		(1,162,500)	1,068,933
Shareholder's Equity
Share capital	101	4 a	2,820,000	3,482,601
		4 a	662,500
Contributed surplus	474,322		‐	474,322
Warrant reserve		4 d	699,835	699,835
Accumulated deficit	(2,675,703)	4 d	(699,835)	(3,375,538)
Total Shareholders' Equity	(2,201,280)		3,482,500	1,281,220
Total Liabilities & Shareholders' Equity	30,153		2,320,000	2,350,153

See accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Statement of Financial Position

1. BASIS OF PRESENTATION

This unaudited pro forma condensed consolidated statement of financial position of Safi Silver Corp. (formerly Trigon (Morocco) Holding Corp.) ("Safi") was prepared by management for illustrative purposes only, to show the effect of the concurrent financing, a shares for debt conversion and the spin out of Safi Silver Corp. from Trigon Metals Inc. ("Trigon") as part of an agreement (the "Arrangement"). See Note 3.

Safi 's core business is silver exploration at its Silver Hill and Addana properties in Morocco. Safi was incorporated under the laws of the Province of Ontario, Canada.

The unaudited pro forma condensed consolidated statement of financial position has been compiled from and includes:

i. The unaudited condensed consolidated statement of financial position of Safi as at December 31, 2023;

The unaudited pro forma condensed consolidated statement of financial position has been prepared as if the Arrangement had occurred as of December 31, 2023.

It is management's opinion that this unaudited pro forma condensed consolidated statement of financial position presents, in all material respects, the Arrangement as described above. This unaudited pro forma condensed consolidated statement of financial position is not intended to reflect the financial position of the entity which would have actually resulted if the eventsreflected herein had been in effect at the dates indicated. Actual amounts recorded once the acquisition is completed are likely to differ from those recorded in the unaudited pro forma condensed consolidated statement of financial position.

Any potential integration or additional costs that may be incurred upon consummation of the Transaction have been excluded from the unaudited pro forma condensed consolidated statement of financial position. Further, this unaudited pro forma condensed consolidated statement of financial position is not necessarily indicative of the financial position or results of operations that may be obtained in the future.

This unaudited pro forma condensed consolidated statement of financial position should be read in conjunction with the foregoing financial statements, including the notes thereto, as filed on SEDAR in the Management Information Circular for the Transaction.

2. SIGNIFICANT ACCOUNTING POLICIES

The accounting policies used in the preparation of the unaudited pro forma condensed consolidated statement of financial position are as set out in Safi's annual audited consolidated financial statements for the period ended March 31, 2023 and unaudited interim condensed financial statements for the nine months ended December 31, 2023.

3. ARRANGEMENT AGREEMENT

Trigon proposes to enter into a plan of arrangement (the "Arrangement Agreement") whereby there will be a reorganization of the capital of Trigon which includes the exchange of Trigon shares by Trigon shareholders for new Trigon shares and Safi shares held by Trigon. Immediately following completion of the Plan of Arrangement, Trigon shareholders who received Safi shares will continue to hold an interest in each part of the current business of Trigon through the continued ownership of their new Trigon Shares and the ownership of Safi shares distributed to them.

As part of the Arrangement, Trigon's common shares will be consolidated on a 5:1 basis and Trigon shareholders immediately prior to the closing of the Arrangement will receive one new Trigon share and 0.5 Safi share.

Closing of the Arrangement is subject to several conditions including, but not limited to, approval by Trigon'sshareholders and receipt of court and necessary regulatory approvals. There can be no assurance that the Arrangement will be completed as proposed or at all.

4. PRO FORMA ADJUSTMENTS

The unaudited pro forma condensed consolidated statement of financial position reflect the following adjustments as if the Arrangement had occurred on December 31, 2023:

a) To record \$2,820,000 net proceeds raised in a \$3,000,000 gross subscription receipt financing after deducting 6% cash commissions. Each subscription receipt shall entitle the holder thereof to automatically receive, upon completion of the Arrangement, one Safi share.
b) To record the repayment of a \$500,000 shareholder loan to Trigon to compensate Trigon for paying the Arrangement costs.
c) To record the conversion into shares at 25 cents of \$662,500 of Technomine Africa SARL acquisition fees payable.
d) To record the assumption of 6,175,953 warrants as part of the Arrangement in order to reflect the fair market value reduction of a Trigon share, each Trigon warrant outstanding immediately prior to the Arrangement shall be deemed to be simultaneously amended to entitle the Trigon warrant holder to receive, upon due exercise of the Trigon warrant for the original exercise price (adjusted for the 5:1 share consolidation):
one Trigon share for each Trigon share that wasissuable upon due exercise of the Trigon warrant immediately prior to the Arrangement
0.5 Safi share for each Trigon share that was issuable upon due exercise of a Trigon warrant immediately prior to the Arrangement.

As the warrant holder will be entitled to receive 0.5 Safi share, Safi valued its portion of the warrant using the Black Scholes model (\$699,835). Fair value was recognized in its warrant reserve.

5. PRO FORMA SHAREHOLDERS' EQUITY CONTINUITY

A pro forma continuity of Safi 's issued capital stock and related recorded values after giving effect to the pro forma adjustments described in Note 4 above is set out below:

		Warrants	Contributed Surplus	Warrant Reserve	Accumulated Deficit	Total Shareholders' Equity
#	\$	#	\$	\$	\$	\$

1,010			474,322	‐	(2,675,703)	(2,201,280)
	‐	‐	‐	‐	‐	‐
2,650,000		‐	‐	‐	‐	662,500
		6,175,953		699,835		(699,835) ‐
12,000,000	2,820,000		‐		‐	2,820,000
34,651,193	3,482,601	6,175,953	474,322	699,835	(3,375,538)	1,281,220
		Common Shares 20,000,183 662,500 ‐	101 ‐

As at December 31, 2023, Safi has the following common shares outstanding after giving effect to the pro forma adjustment described in Note 3:

Number of common
shares	Share price		Issue Date
		\$
1,000 \$ 0.10			April 5, 2022
10 \$ 0.10			April 27, 2022
200,011,936		‐	(i)
(180,011,753)		‐	(i)
2,650,000 \$ 0.25			(ii)
12,000,000 \$ 0.25			(iii)
34,651,193

(i) Effecting the shares of Safi for the 5:1 Trigon share consolidation as part of the Arrangement. Trigon shareholders will receive one new Trigon share and 0.5 Safi common shares.

(ii) Shares for debt conversion related to Technomine Africa SARL acquisition fees payable (\$662,500). Conversion will be at 25 cents with no warrant provided.
(iii) IPO issuance of 12 million subscription receipts at 25 cents each.

As at December 31, 2023, Safi has no has stock options outstanding after giving effect to the pro forma adjustment described in Note 3.

5. PRO FORMA SHAREHOLDERS' EQUITY CONTINUITY (CONTINUED)

As at December 31, 2023, Safi has a contractual obligation pursuant to the Arrangement Agreement to issue Safishares upon exercise of Trigon warrants, the details of which are set out below after giving effect of the pro forma adjustments described in Note 3 above.

Number of
Trigon warrants Expiry	Date
1,165,000	8‐Jan‐24
686,950	31‐Mar‐24
73,600	31‐Mar‐24
378,125	31‐Mar‐24
165,632	7‐Feb‐24
14,956	7‐Feb‐24
192,433	16‐Feb‐24
5,670	16‐Feb‐24
243,125	14‐Mar‐24
14,000	14‐Mar‐24
1,592,537	27‐Apr‐24
250,000	24‐Oct‐25
1,250,000	12‐Jul‐26
102,225	12‐Jul‐26
41,700	12‐Jul‐26
6,175,953

With the exception of the warrants issued as per note 4 (d), the portion of the exercise price remitted to Safi by Trigon shall be calculated in proportion to the share price of Safi divided by the five day volume weighted average price of Trigon immediately prior to closing of the Arrangement.

6. EFFECTIVE INCOME TAX RATE

The effective income tax rate for the resulting issuer is 0%.

SCHEDULE "J" TRIGON AUDIT COMMITTEE CHARTER

(see attached)

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;
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

A Member is independent if the Member has no direct or indirect material relationship with the Corporation.
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.
Despite subsection 2 and without limitation, the following individuals are considered to have a material relationship with the Corporation:
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

The Committee shall be responsible for making the following recommendations to the Board:
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.
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
b) the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters.
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.
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.

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

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;
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
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

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).
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.
1. Every Member shall be a director of the issuer.
1. The majority of Members shall be independent.
1. 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.

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.
1. 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.
1. Minutes shall be kept of all meetings of the Committee.

SCHEDULE "K" SPINCO AUDIT COMMITTEE CHARTER

(see attached)

AUDIT COMMITTEE CHARTER

(Implemented pursuant to National Instrument 52-110)

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;

"Board" means the Board of Directors of the Corporation;

"Charter" means this audit committee charter;

"Corporation" means Safi Silver Corp.;

"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;
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;

"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 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

A Member is independent if the Member has no direct or indirect material relationship with the Corporation.
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.
Despite subsection 2 and without limitation, the following individuals are considered to have a material relationship with the Corporation:
a) a Control Person of the Corporation;
b) an Affiliate of the Corporation; and
c) an employee of the Corporation.

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

The Committee shall be responsible for making the following recommendations to the Board:
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 Instrument, on a routine basis, whether or not there is to be a change of auditor.
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
b) the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters.
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.
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.

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

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;
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
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

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).
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.
1. Every Member shall be a director of the issuer.
1. The majority of Members shall be independent.
1. 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.

PART 5

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.
1. 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.
1. Minutes shall be kept of all meetings of the Committee.

SCHEDULE "L"

BEACON FAIRNESS OPINION

(see attached)

February 1, 2024

M5A 0P6

The Board of Directors of Trigon Metals Inc. 130 Queens Quay East, Suite 1224 Toronto, Ontario

To the Board of Directors:

Beacon Securities Limited ("Beacon") understands that Trigon Metals Inc. ("Trigon" or the "Company") is contemplating a possible corporate restructuring by way of a statutory plan of arrangement under the Canada Business Corporations Act (the "Proposed Transaction") to spin out its Moroccan assets held in Safi Silver Corp. (the "Moroccan Assets").

Pursuant to the draft arrangement agreement dated January 29, 2024 relating to the Proposed Transaction, Trigon will distribute new common shares ("SpinCo Shares") of Safi Silver Corp. ("SpinCo") to the current shareholders of Trigon (the "Trigon Shareholders") as described below, and SpinCo will cease to be a wholly-owned subsidiary of Trigon.

Beacon further understands that:

Prior to the completion of the Proposed Transaction, the Company will complete a share consolidation on the basis of one post-consolidation class A common share of Trigon for each five pre-consolidation class A common shares of Trigon, or such other consolidation ratio as determined by the Board of Directors of Trigon (the "Board").
Under the Proposed Transaction, each Trigon class A common share without par value will be exchanged for one new Trigon common share without par value (a "Trigon Share") and one half of one SpinCo Share (collectively, the "Consideration").
As a condition precedent to the Proposed Transaction, SpinCo will issue and sell subscription receipts ("Subscription Receipts") for minimum gross proceeds of C\$2,000,000 and maximum gross proceeds of C\$5,000,000, at pricing and terms to be determined in the context of the market (the "Concurrent Financing"). Each Subscription Receipt will entitle the holder thereof to automatically receive, upon completion of the Proposed Transaction, one SpinCo Share. The completion of the Concurrent Financing is a condition precedent to the closing of the Proposed Transaction.
As a condition precedent to the Proposed Transaction, SpinCo will also issue SpinCo Shares at a price equal to the price per Subscription Receipt under the Concurrent Financing to satisfy C\$662,500 of debts owed by SpinCo to Mohammed Benharref and Ali Mlali in connection with the purchase of the Silver Hill Project (the "Shares for Debt Transaction").
SpinCo intends to apply to list the SpinCo Shares on a recognized Canadian stock exchange.

The Board has engaged Beacon to render a fairness opinion in its customary form (the "Opinion"), as to the fairness, from a financial point of view, of the Consideration offered to the current Trigon Shareholders pursuant to the Proposed Transaction.

Beacon Engagement and Background

Beacon was first contacted regarding the Proposed Transaction on January 16, 2024. Beacon was formally engaged by the Board pursuant to an agreement between the Board and Beacon dated January 30, 2024 (the "Engagement Agreement"). Under the terms of the Engagement Agreement, Beacon has agreed to prepare and deliver the Opinion to the Board in connection with the Proposed Transaction. The terms of the Engagement Agreement provide that Beacon is to be paid a fixed fee for providing the Opinion, payable on the delivery of the Opinion. Trigon has also agreed to reimburse all reasonable out–of-pocket expenses incurred by Beacon in connection with its engagement under the Engagement Agreement. No other fees are payable to Beacon pursuant to the Engagement Agreement. In addition, Trigon has agreed to indemnify Beacon, its affiliates, and its present and former directors, officers, employees and agents against certain losses, claims, damages and liabilities arising from the Engagement Agreement. The fee payable to Beacon in connection with the Opinion is not contingent in whole or in part upon the conclusions reached by Beacon in the Opinion or upon the completion of the Proposed Transaction.

Subject to the terms of the Engagement Agreement, Beacon consents to the inclusion of the Opinion in its entirety, together with a summary thereof in a form acceptable to Beacon, acting reasonably, in any notice of meeting and management information circular of Trigon, if such document is required to be mailed to Trigon Shareholders in connection with seeking the approval of Trigon Shareholders of the Proposed Transaction (the "Circular"), and documents filed with or requested by the securities commissions or similar regulatory authorities in each relevant province of Canada.

Credentials and Independence of Beacon

Beacon is a Canadian independent investment banking firm with a sales, trading, research and corporate finance focus providing services for both institutional investors and corporations. Beacon was founded in 1988 and is a member of the Toronto Stock Exchange, the TSX Venture Exchange and the Canadian Investment Regulatory Organization. Beacon has participated in many transactions involving both public and private companies.

The Opinion expressed herein represents the opinion of Beacon and the form and content thereof have been approved for release by a committee of directors and other professionals of Beacon, each of whom is experienced in mergers, business combinations, divestitures, valuation and fairness opinion matters.

None of Beacon, its associates or affiliates is an insider, associate or affiliate (as those terms are defined in the Securities Act (Ontario) or the rules or policies promulgated thereunder) of Trigon or its subsidiaries, associates or affiliates (collectively, the "Interested Parties").

As of the date hereof, Beacon:

• and/or its officers, directors and/or employees own, directly or indirectly, securities in Trigon which in aggregate represent less than 1% of the issued and outstanding Class A common shares of Trigon on a fully-diluted basis;

has not been engaged as an advisor to any person or company other than the Board with respect to the Proposed Transaction; and
has not provided any financial advisory services to Trigon or any of its associates or affiliates, for which it has received compensation, other than acting as agent on Trigon's best efforts offering of \$5 million of units of Trigon in July 2023.

Other than as set forth above, there are no understandings, agreements or commitments between Beacon and the Interested Parties with respect to any future financial advisory or investment banking services which would be material to the Opinion. Beacon may, in the ordinary course of its business, provide financial advisory or investment banking services to the Interested Parties from time to time.

During the ordinary course of business, Beacon may actively trade common shares and other securities of the Interested Parties for its own account and/or for the accounts of its clients and, accordingly, may at any time hold a long or short position in such securities.

As an investment dealer, Beacon conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including those related to any of Trigon, SpinCo or the Proposed Transaction, in compliance with applicable laws, regulations, policies and rules.

Scope of the Review

In connection with rendering this Opinion, Beacon has reviewed (without attempting to verify independently the completeness, accuracy or fair presentation of) and relied upon and in some cases carried out, among other things, the following:

i. A draft of the Arrangement Agreement dated January 29, 2024;
ii. A draft of Trigon's management information circular for the Proposed Transaction dated January 29, 2024;
iii. Trigon's website at www.trigonmetals.com and corporate presentation dated December 2023;
iv. Trigon's audited consolidated financial statements for the years ended March 31, 2023 and March 31, 2022;
v. Trigon's management's discussion and analysis for the years ended March 31, 2023 and March 31, 2022;
vi. Trigon's unaudited condensed consolidated interim financial statements and management's discussion and analysis as at and for the three and six months ended September 30, 2023 and September 30, 2022;
vii. Trigon's press releases and other public documents filed by Trigon under Trigon's profile on the System for Electronic Document Analysis and Retrieval at www.sedarplus.ca ("SEDAR+") since January 17, 2023;
viii. Discussions with senior management of Trigon, members of the Board, and counsel to the Board, with respect to the information referred to herein and other matters considered by Beacon to be relevant;
ix. Various reports published by equity research analysts and industry sources deemed relevant by Beacon;
x. Selected public market trading statistics and relevant business and financial information of Trigon and other comparable publicly traded entities;
xi. Information with respect to selected precedent transactions considered by Beacon to be relevant;
xii. Such other corporate, industry and financial market information, investigations and analyses as Beacon considered necessary or appropriate in the circumstances; and
xiii. Representations contained in a certificate addressed to Beacon and dated the date hereof, from senior officers of Trigon as to certain factual matters and the completeness and accuracy of the information upon which the Opinion is based and certain other matters.

In addition, Beacon conducted ordinary course of business site visits of Trigon's facilities in September 2023. Beacon has also participated in discussions with members of Trigon's management team regarding Trigon's past and current business operations and financial condition and prospects.

Beacon has not, to the best of its knowledge, been denied access by Trigon to any information requested.

Assumptions and Limitations

The Opinion is subject to the assumptions, qualifications, explanations and limitations set forth below.

Beacon has not been asked to prepare and has not prepared a formal valuation or appraisal of Trigon, SpinCo or any of their securities or assets and the Opinion should not be construed as such. Beacon has relied upon the advice of counsel to Trigon and SpinCo that the Proposed Transaction is not subject to the formal valuation requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Beacon has, however, conducted such analyses as it considered necessary in the circumstances for the purposes of the Opinion. In addition, the Opinion is not, and should not be construed as, advice as to the price at which securities of Trigon or SpinCo may trade at any future date. Beacon is not a legal, tax or accounting expert, has not been engaged to review any legal, tax or accounting aspects of the Proposed Transaction and expresses no opinion concerning any legal, tax or accounting matters concerning the Proposed Transaction or the Consideration. Without limiting the generality of the foregoing, Beacon has not reviewed and is not opining upon, and the Opinion does not consider nor express any view as to, the tax treatment of the Consideration or the Proposed Transaction to the Trigon Shareholders. Beacon has relied upon, without independent verification, the assessment by Trigon and its legal and tax advisors with respect to such matters.

With the approval of the Board and as provided in the Engagement Agreement, Beacon has relied, without independent verification, upon all financial and other information, data, advice, opinions and representations that were obtained from public sources or that were provided to Beacon by Trigon and its affiliates, associates, advisors or otherwise and has relied upon the representations of management of Trigon to confirm that the terms agreed to between the parties to the Proposed Transaction and the Consideration under the Proposed Transaction appropriately reflects all material information relating to

Trigon, SpinCo and their respective businesses, operations and assets. Beacon has assumed that such information, data, advice, opinions and representations were complete, true, accurate and fairly presented as of the date thereof and did not omit to state any material fact or any fact necessary to be stated to make such information, data, advice, opinions and representations not misleading. This Opinion is conditional upon such completeness, truth, accuracy and fair presentation. In accordance with the terms of Beacon's engagement, but subject to the exercise of its professional judgment, Beacon has not conducted any independent investigation to verify the completeness, truth, accuracy or fair presentation of such information, data, advice, opinions or representations. With respect to the financial forecasts and budgets provided to Beacon and used in its analysis, Beacon notes that projecting future results is inherently subject to uncertainty and Beacon has assumed that they have been reasonably prepared on a basis that reflects the best currently available estimates and judgments of the management of Trigon as to the matters covered thereby. Beacon did not meet with the auditors of Trigon and has assumed the accuracy and fair presentation of the audited consolidated financial statements of Trigon and the reports of the auditors thereon.

Senior officers of Trigon have represented to Beacon, in a certificate dated as of the date hereof, among other things, that (i) the information, data, advice, opinions, representations and other materials, whether in written, electronic or oral form (the "Information") provided to Beacon by, or on behalf of, Trigon was, at the date the Information was provided to Beacon, and is, as at the date hereof, complete, true, accurate and correct in all material respects, that the Information did not contain any untrue statement of a material fact or omit to state a material fact in respect of Trigon, SpinCo or their associates, affiliates or subsidiaries (as those terms are defined in the Securities Act (Ontario)) necessary to make the Information or any statement contained therein not misleading in light of the circumstances under which the Information was provided or any statement was made and since the date of the Information and as it relates to Trigon's SEDAR+ filings, was, at the date the Information was filed, complete, true, accurate and correct in all material respects and, except to the extent superseded by subsequent Information contained in a subsequent Trigon filing available on SEDAR+, continues to be complete, true, accurate and correct in all material respects as of the date hereof; (ii) except as publicly disclosed, there has been no change in any material fact which is of a nature as to render the Information untrue or misleading in any material respect except to the extent disclosed in subsequent Information and that since the dates on which the Information was provided to Beacon, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of Trigon, SpinCo or any of their associates, affiliates or subsidiaries and no material change has occurred in the Information or any part thereof which would have or which would reasonably be expected to have a material effect on the Opinion; (iii) to the best of the officers' knowledge, information and belief, there are no independent appraisals or valuations or material non-independent appraisals or valuations including without limitation any "prior valuations" (as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions) relating to the Company, SpinCo or any of their associates, affiliates or subsidiaries or any of their respective material assets, securities or liabilities which have been prepared as of a date within two years preceding the date hereof and which have not been provided to Beacon; (iv) since the dates on which the Information was provided to Beacon, except for the Proposed Transaction, no material transaction has been entered into by the Company, SpinCo or any of their associates, affiliates or subsidiaries which has not been publicly disclosed; (v) they have no knowledge of any facts or circumstances, public or otherwise, not contained in or referred to in the Information provided to Beacon by the Company or SpinCo or any of their associates, affiliates or subsidiaries which would reasonably be expected to affect the Opinion, including the assumptions used, the procedures adopted, the scope of the review undertaken or the conclusion reached by Beacon to the extent such assumptions, procedures, review and conclusion have been communicated in writing to the Company; (vi) the Company has not filed any confidential material change reports or any confidential filings pursuant to the Securities Act (Ontario), or analogous legislation in any jurisdiction in which it is a reporting issuer or the equivalent, that remain confidential; (vii) other than as disclosed in the Information or the Arrangement Agreement, neither the Company, SpinCo or any of their associates, affiliates or subsidiaries have any material contingent liabilities (either on a consolidated or non-consolidated basis) and there are no actions, suits, claims, arbitrations, proceedings, investigations or inquiries pending or (to their knowledge) threatened against or affecting the Proposed Transaction, the Company, SpinCo or any of their associates, affiliates or subsidiaries, at law or in equity or before or by any international, multi-national, national, federal, provincial, state, municipal or other governmental department, commission, bureau, board, agency or instrumentality or stock exchange; (viii) all financial material, documentation and other data concerning the Proposed Transaction or the Company, SpinCo and/or any of their associates, affiliates or subsidiaries, excluding any projections, budgets, strategic plans, financial forecasts, models, estimates and other future-oriented financial information concerning the Company, SpinCo and/or any of their associates, affiliates or subsidiaries (collectively, "FOFI"), provided to Beacon by or on behalf of the Company were prepared on a basis consistent in all material respects with the accounting policies applied in the most recent audited consolidated financial statements of the Company and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make such financial material, documentation or other data not misleading in light of the circumstances in which such financial material, documentation and other data were provided to Beacon; (ix) all FOFI provided to Beacon (a) was reasonably prepared on a basis that reflects reasonable estimates, assumptions and judgements of the Company, (b) was prepared using assumptions identified therein, which are (and were at the time of preparation) and continue to be, reasonable in the circumstances, having regard to the Company's industry, business, financial condition, plans and prospects, as applicable, and (c) does not contain any untrue statement of a material fact or omit to state any material fact necessary to make such FOFI (as of the date of preparation thereof) not misleading in light of the assumptions used at the time, any developments since the time of their preparation, or the circumstances in which such FOFI was provided to Beacon; (x) no verbal or written offers or serious negotiations for, at any one time, all or a material part of the properties and assets owned by or the securities of the Company, SpinCo or any of their associates, affiliates or subsidiaries have been received, made or occurred within the two years preceding the date hereof and which have not been provided to Beacon; (xi) there are no agreements, undertakings, commitments or understandings (written or oral, formal or informal) materially relating to the Proposed Transaction, except as have been disclosed in writing and in reasonable detail to Beacon; and (xii) the contents of any and all documents prepared or to be prepared in connection with the Proposed Transaction by the Company for filing with regulatory authorities or delivery or communication to securityholders of the Company (collectively, the "Disclosure Documents") have been, are and will be true and correct in all material respects and have been, are and will not contain any misrepresentation (as defined in the Securities Act (Ontario)) and the Disclosure Documents have complied, comply and will comply in all material respects with all requirements under applicable laws. This Opinion is based on the securities markets, economic, general business and financial conditions prevailing as of the date of the Opinion and the conditions and prospects, financial and otherwise, of Trigon and SpinCo as they were reflected in the Information reviewed by Beacon and as they were represented to Beacon in its discussions with management of Trigon and its affiliates and advisors. In the analysis and in preparing the Opinion, Beacon has made a number of assumptions with respect to industry performance, general business and economic conditions, and other matters, many of which are beyond the control of Beacon, Trigon, SpinCo and any other party involved in the Proposed Transaction.

Beacon has not been requested to identify, solicit, consider or develop any potential alternatives to the Proposed Transaction.

Beacon has assumed that (i) the final executed form of the Arrangement Agreement will not vary in any material respect from the draft dated January 29, 2024 that Beacon reviewed; (ii) the representations and warranties made by the parties in the Arrangement Agreement are true and correct; (iii) the parties to the Arrangement Agreement will comply with all of their covenants and agreements made therein, all conditions required to complete the Proposed Transaction will be satisfied, all approvals, authorizations, consents, permissions, exemptions or orders of relevant regulatory authorities, courts of law, or third parties required in respect of or in connection with the Proposed Transaction will be obtained in a timely manner and that the Proposed Transaction will be completed in accordance with the terms of the Arrangement Agreement, in each case without adverse condition, qualification, modification, waiver or amendment to any term, provision or condition that is material to Beacon's analyses; and (iv) the Arrangement Agreement and the Circular will disclose all material facts relating to the Proposed Transaction and will satisfy all applicable legal requirements.

The Opinion has been provided for the use of the Board for its exclusive use only in considering the Proposed Transaction and, except for inclusion of the Opinion in its entirety (and/or a summary thereof in a form acceptable to Beacon) in the Circular or otherwise as provided under the Engagement Agreement, must not be published, disclosed or relied upon by any other person, or used for any other purpose, without Beacon's prior written consent. Except as expressly provided herein, the Opinion is not to be reproduced, disseminated, quoted from or referred to (in whole or in part) without Beacon's prior written consent.

The Opinion is not intended to be and does not constitute a recommendation that the Company or the Board take, or that any Trigon securityholder to vote in favour of or otherwise take, any action in connection with the Proposed Transaction, nor as an opinion concerning the trading price or value of securities of Trigon or SpinCo following the announcement, completion or termination of the Proposed Transaction. In addition, the Opinion does not address the relative merits of the Proposed Transaction as compared to other business strategies or any other possible transaction involving Trigon, SpinCo, or any of their assets or securities. The Opinion does not address the fairness of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of Trigon or class of such persons, relative to the consideration to be received by the Trigon Shareholders pursuant to the Proposed Transaction. Beacon expresses no opinion as to whether the Proposed Transaction is consistent with or in the best interests of Trigon Shareholders.

The Opinion is given as of the date hereof and, although Beacon reserves the right to update, change, supplement or withdraw the Opinion, Beacon disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Opinion which may come or be brought to Beacon's attention after the date hereof or to update, change, supplement or withdraw the Opinion after such date. The Opinion is limited to Beacon's understanding of the Proposed Transaction as of the date hereof and Beacon assumes no obligation to update the Opinion to take into account any changes regarding the Proposed Transaction after the date hereof.

In preparing the Opinion, Beacon performed a variety of financial and comparative analyses. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at the Opinion, Beacon made qualitative judgments as to the significance and relevance of each analysis and factor that it considered. Accordingly, Beacon believes that its analyses must be considered as a whole and that selecting portions of its analyses and factors, without considering all analyses and factors or the narrative description of the analyses could create a misleading or incomplete view of the processes underlying its analyses and the Opinion.

In its analyses, Beacon considered industry performance, general business, economic, market, political and financial conditions and other matters, many of which are beyond the control of Trigon. No company, transaction or business used in Beacon's analyses as a comparison is identical to Trigon, SpinCo or the Proposed Transaction, and an evaluation of the results of those analyses is not entirely mathematical. Rather, the analyses involves complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the Proposed Transaction, and public trading or other values of the companies, business segments or transactions being analyzed. The estimates contained in Beacon's analyses and the ranges of valuations resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favourable than those suggested by the analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold. Accordingly, Beacon's analyses and estimates are inherently subject to substantial uncertainty. The Opinion should be read in its entirety. The Opinion is conditional upon the correctness of all of the assumptions indicated herein.

Trigon Overview

Trigon is a Canadian mining company with operations in Namibia and Morrocco. In Namibia, Trigon holds an 80% interest in five mining licenses in the Otavi Mountainlands, where the Company is primarily focused on copper production at its wholly owned Kombat Mine, as well as future expansion opportunities and exploration on its large tenement package. In Morrocco, Trigon owns 100% of a land package that includes the Silver Hill project, a copper and silver exploration asset and the Addana Project, a silver-lead exploration asset.

Trigon's class A common shares are listed and posted for trading on the TSX Venture Exchange ("TSXV") under the symbol "TM" and the OTCQB under the symbol "PNTZF".

Fairness Methodology

In considering the fairness of the Consideration, from a financial point of view, to Trigon Shareholders, Beacon considered the Proposed Transaction from the perspective of the Trigon Shareholders as a whole and did not consider the specific circumstances of any particular Trigon shareholder, including with regard to income tax considerations.

Key Considerations

Beacon based its conclusion in the Opinion upon a number of quantitative and qualitative factors including, but not limited to:

The Proposed Transaction does not change the ownership position of the current Trigon Shareholders in the capital of Trigon. Each Trigon Shareholder will proportionately hold the same number of shares in Trigon immediately after the Proposed Transaction as were held immediately prior to the Proposed Transaction.
Each Trigon Shareholder will hold the same pro rata ownership in SpinCo as they hold in Trigon, less the dilution required for the Concurrent Financing and the Shares for Debt Transaction.
On completion of the Proposed Transaction, the proportional interest that Trigon Shareholders will have in the assets of Trigon (pre-Proposed Transaction) will remain unchanged, other than the dilution required to complete the Concurrent Financing and the Shares for Debt Transaction

of SpinCo which will dilute the interests of Trigon Shareholders in SpinCo upon completion of the Proposed Transaction.

Trigon Shareholders, through their ownership of SpinCo Shares, will continue to participate in the Moroccan Assets. SpinCo will own 100% of the Silver Hill Project and other Moroccan assets, allowing SpinCo to pursue development of the Silver Hill Project and other assets in Morocco.
The Concurrent Financing will be completed at a price determined in the context of the market.
Based on Beacon's analysis and expertise, as of the date of this Opinion, Beacon is of the view that Trigon's Class A common shares trade at a price based on its ownership of its operating assets, and that no material value is being placed on the Moroccan Assets.
Based on Beacon's review of other comparable spinout transactions, the Proposed Transaction has the potential to increase the combined trading value of Trigon and SpinCo post-Proposed Transaction, and may provide increased value to the Moroccan Assets with SpinCo as a standalone entity.
Following the Concurrent Financing, SpinCo will have available gross proceeds of at least C\$2 million to fund its operations. Beacon expects the Concurrent Financing will provide SpinCo with sufficient working capital to sustain its operations for up to one year from closing of the Concurrent Financing.
Trigon will retain all of its cash and working capital following the Proposed Transaction.
Beacon expects Trigon and SpinCo should each have sufficient ability to raise capital following the Proposed Transaction, based on the historical financing activity for comparable companies. The Proposed Transaction may improve access to financing, as each of Trigon and SpinCo should attract different investor groups based on the entities' different stages of development (exploration project versus producing mine), commodities (base metals versus precious metals), and jurisdictions (Namibia versus Morocco).
The Proposed Transaction will provide each of Trigon and SpinCo with the flexibility to secure financing and/or partners in their respective assets without diluting shareholders of the other company.
The management team of SpinCo will consist primarily of Trigon's current leadership team and will include Jed Richardson, Paul Bozoki and Damian Lopez.
The Proposed Transaction may provide greater market awareness of Trigon, SpinCo and their respective assets.

Conclusion

Based upon and subject to the foregoing and such other factors as Beacon considered relevant, Beacon is of the opinion that, as of February 1, 2024, the Consideration to be received by Trigon Shareholders pursuant to the Proposed Transaction is fair, from a financial point of view, to the Trigon Shareholders.

Sincerely,

Beacon Securities Limited

SCHEDULE "M"

STOCK OPTION PLAN

(see attached)

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 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

(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;

(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.

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.

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:

(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 or extension of the term of an Option previously granted to an Insider.

Options Granted Under the Corporation's Previous Share OptionPlans

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

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 daywhich 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 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) subject to approval from the TSXV, 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;

(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.

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.

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 parthereof.

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 non- transferability 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]

AI assistant

Trigon Metals Inc. — Proxy Solicitation & Information Statement 2024

44704_rns_2024-03-14_5526d941-0265-42cb-a0e9-8b42f914851c.PDF

NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

DATED at Toronto, Ontario as of the 11th day of March, 2024

BY ORDER OF THE BOARD OF DIRECTORS

SCHEDULES

INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISKS

NOTICE TO UNITED STATES SHAREHOLDERS

DOCUMENTS INCORPORATED BY REFERENCE

CURRENCY AND EXCHANGE RATES

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

GLOSSARY OF TERMS

SUMMARY

The Meeting

Record Date

Purpose of the Meeting

The Arrangement

The Arrangement Agreement

Fairness Opinion

Conditions to Arrangement Becoming Effective

Court Approval of the Arrangement

wish to participate in or be represented at the Court hearing should consult with their legal advisors as to the necessary requirements.

Trigon Metals Inc.

Regulatory Approvals

Concurrent Financing

Dissent Rights

Income Tax Considerations

Summary of Certain Canadian Income Tax Considerations

United States Tax Law Matters

Regulatory Law Matters and Securities Law Matters

Risk Factors

MANAGEMENT INFORMATION CIRCULAR

ABOUT THE SHAREHOLDER MEETING March 11, 2024

Solicitation of Proxies

Appointment and Revocation of Proxies

Exercise of Discretion by Proxies

Non-Registered Trigon Shareholders

Voting Securities and Principal Holders

Letter of Transmittal

PARTICULARS OF MATTERS TO BE ACTED UPON

Financial Statements

Election of Directors

Director Profiles

Other Information about the Director Nominees

Appointment of Auditors

Approval of Stock Option Plan

"BE IT RESOLVED THAT:

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

Approval of the Share Consolidation

Principal Effects of the Share Consolidation

Risks Associated with the Share Consolidation

The Corporation's total market capitalization immediately after the proposed Share Consolidation may be lower than immediately before the proposed Share Consolidation

Procedure for Implementing the Share Consolidation

Effect on Share Certificates

Effect on Non-Registered Holders

No Fractional Shares to be Issued

No Dissent Rights

Shareholder Approval of Consolidation Resolution

"BE IT RESOLVED THAT:

Recommendation of the Board

Approval of the Arrangement

Background to the Arrangement

The Arrangement

Reasons for the Arrangement

Recommendation of the Board

Fairness Opinion

Principal Steps of the Arrangement

Approval of the Arrangement Resolution

The Board has approved the terms of the Arrangement Agreement and the Plan of Arrangement and recommends that Trigon Shareholders vote FOR the Arrangement Resolution. See "The Arrangement – Recommendation of the Board" above.

The Arrangement Agreement

Representations and Warranties

Covenants

Effective Date and Conditions of the Arrangement

Conditions to the Arrangement Becoming Effective

Termination

Completion of the Arrangement

Procedure for Receipt of New Trigon Shares and Spinco Common Shares

Fractional Shares

Trigon Metals Inc. Proxy Solicitation & Information Statement 2024