VALKEA RESOURCES CORP. — Proxy Solicitation & Information Statement 2024

Aug 13, 2024

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NOTICE OF MEETING AND

INFORMATION CIRCULAR

FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 3, 2024

WITH RESPECT TO THE PROPOSED REVERSE TAKEOVER OF

OUTBACK GOLDFIELDS CORP.

AND RELATED MATTERS

DATED AS OF JULY 31, 2024

Neither the TSX Venture Exchange Inc. nor any securities regulatory authority has in any way passed upon the merits of the Reverse Takeover described in this information circular.

TABLE OF CONTENTS

GENERAL DISCLOSURE INFORMATION ........................................................................................... 7 SCIENTIFIC AND TECHNICAL INFORMATION ............................................................................... 8 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION ............... 8 GLOSSARY OF TERMS .......................................................................................................................... 10 SUMMARY ................................................................................................................................................. 17 THE MEETING ............................................................................................................................................... 17 ACQUISITION ................................................................................................................................................ 18 DISPOSITION ................................................................................................................................................. 18 CONCURRENT FINANCING ............................................................................................................................ 19 BRIDGE FINANCING ...................................................................................................................................... 20 PROPOSED CORPORATE CHANGES ............................................................................................................... 20 CHANGES TO BOARD AND MANAGEMENT OF THE COMPANY ..................................................................... 20 INTERESTS OF INSIDERS AND PROMOTERS ................................................................................................... 20 THE PROJECTS .............................................................................................................................................. 20 Paana Project ............................................................................................................................................... 20 Other Projects .............................................................................................................................................. 20 AVAILABLE FUNDS AND PRINCIPAL PURPOSES ........................................................................................... 21 DIVIDENDS .................................................................................................................................................... 22 SELECTED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION ............................................................ 22 MARKET FOR SECURITIES ............................................................................................................................. 23 CONDITIONAL ACCEPTANCE ........................................................................................................................ 23 SPONSORSHIP ................................................................................................................................................ 24 CONFLICTS OF INTEREST .............................................................................................................................. 24 INTERESTS OF EXPERTS ................................................................................................................................ 24 RISK FACTORS .............................................................................................................................................. 24 MATTERS TO BE ACTED UPON AT THE MEETING ...................................................................... 25 FINANCIAL STATEMENTS ............................................................................................................................. 25 SIZE OF BOARD ............................................................................................................................................. 25 ELECTION OF DIRECTORS ............................................................................................................................. 25 Incumbent Slate ............................................................................................................................................ 25 Conditional Slate .......................................................................................................................................... 26 APPOINTMENT AND REMUNERATION OF AUDITOR ...................................................................................... 27 APPROVAL OF PROPOSED OMNIBUS EQUITY COMPENSATION PLAN ........................................................... 27 APPROVAL OF CURRENT STOCK OPTION PLAN ............................................................................................ 31 APPROVAL OF THE ACQUISITION .................................................................................................................. 32 APPROVAL OF THE DISPOSITION ................................................................................................................... 33 OTHER MATTERS .......................................................................................................................................... 34 PROXY RELATED INFORMATION ..................................................................................................... 35 APPOINTMENT OF PROXYHOLDER ................................................................................................................ 35 VOTING BY PROXY ....................................................................................................................................... 35 COMPLETION AND RETURN OF PROXY ......................................................................................................... 35 NON-REGISTERED HOLDERS ........................................................................................................................ 36 NOTICE-AND-ACCESS .................................................................................................................................. 36 REVOCABILITY OF PROXY ............................................................................................................................ 36

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON .................................. 37

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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ................................................... 37 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS .................................... 37 RISK FACTORS ........................................................................................................................................ 38 INFORMATION CONCERNING THE COMPANY ............................................................................ 46 CORPORATE STRUCTURE .............................................................................................................................. 46 Name and Incorporation .............................................................................................................................. 46 Intercorporate Relationships ........................................................................................................................ 46 GENERAL DEVELOPMENT OF THE BUSINESS ................................................................................................ 46 Acquisition .................................................................................................................................................... 47 Concurrent Financing .................................................................................................................................. 51 Disposition ................................................................................................................................................... 52 Bridge Financing .......................................................................................................................................... 54 Other Events ................................................................................................................................................. 54 SELECTED FINANCIAL INFORMATION AND MANAGEMENT’S DISCUSSION AND ANALYSIS ......................... 54 Selected Financial Information .................................................................................................................... 54 Management Discussion and Analysis ......................................................................................................... 55 DESCRIPTION OF THE SECURITIES ................................................................................................................ 55 Shares ........................................................................................................................................................... 55 Subscription Receipts ................................................................................................................................... 55 CURRENT STOCK OPTION PLAN ................................................................................................................... 56 PRIOR SALES ................................................................................................................................................. 57 STATEMENT EXECUTIVE COMPENSATION .................................................................................................... 58 ARM’S LENGTH TRANSACTION .................................................................................................................... 61 LEGAL PROCEEDINGS ................................................................................................................................... 61 AUDITOR, TRANSFER AGENT AND REGISTRAR ............................................................................................ 61 MATERIAL CONTRACTS ................................................................................................................................ 61 INFORMATION CONCERNING THE TARGET ................................................................................ 63 CORPORATE STRUCTURE .............................................................................................................................. 63 GENERAL DEVELOPMENT OF THE BUSINESS ................................................................................................ 63 NARRATIVE DESCRIPTION OF THE BUSINESS ............................................................................................... 64 THE PAANA PROJECT .................................................................................................................................... 64 SELECTED FINANCIAL INFORMATION AND MANAGEMENT’S DISCUSSION AND ANALYSIS ......................... 64 CONSOLIDATED CAPITALIZATION ................................................................................................................ 65 PRIOR SALES ................................................................................................................................................. 65 STOCK EXCHANGE PRICE ............................................................................................................................. 65 MANAGEMENT CONTRACTS ......................................................................................................................... 65 NON-ARM’S LENGTH PARTY TRANSACTION ............................................................................................... 66 LEGAL PROCEEDINGS ................................................................................................................................... 66 MATERIAL CONTRACTS ................................................................................................................................ 66 INFORMATION CONCERNING THE PAANA PROJECT ................................................................ 67 PROPERTY DESCRIPTION AND LOCATION .................................................................................................... 67 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY .......................... 70 HISTORY ....................................................................................................................................................... 72 GEOLOGY SETTING ....................................................................................................................................... 76 EXPLORATION ............................................................................................................................................... 78 MINERALIZATION ......................................................................................................................................... 78 DRILLING ...................................................................................................................................................... 79 SAMPLING AND ANALYSIS ........................................................................................................................... 81 DATA VERIFICATION .................................................................................................................................... 84

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MINERAL RESOURCES AND RESERVES ......................................................................................................... 86 MINING OPERATIONS ................................................................................................................................... 86 EXPLORATION AND DEVELOPMENT ............................................................................................................. 86 INFORMATION CONCERNING THE RESULTING ISSUER .......................................................... 89 CORPORATE STRUCTURE .............................................................................................................................. 89 NARRATIVE DESCRIPTION OF THE BUSINESS ............................................................................................... 89 DESCRIPTION OF THE SECURITIES ................................................................................................................ 89 PRO FORMA CONSOLIDATED CAPITALIZATION............................................................................................ 90 FULLY DILUTED SHARE CAPITAL................................................................................................................. 90 AVAILABLE FUNDS AND PRINCIPAL PURPOSES ........................................................................................... 91 DIVIDENDS .................................................................................................................................................... 92 PRINCIPAL SECURITYHOLDERS .................................................................................................................... 93 DIRECTORS, OFFICERS AND PROMOTERS ..................................................................................................... 93 EXECUTIVE COMPENSATION ........................................................................................................................ 97 INDEBTEDNESS OF DIRECTORS AND OFFICERS ............................................................................................ 99 OPTIONS TO PURCHASE SECURITIES ............................................................................................................ 99 CURRENT STOCK OPTION PLAN ................................................................................................................. 100 ESCROWED SECURITIES .............................................................................................................................. 100 AUDITOR, TRANSFER AGENT AND REGISTRAR .......................................................................................... 100 AUDIT COMMITTEE ............................................................................................................................ 101 CORPORATE GOVERNANCE ............................................................................................................. 103 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS . 106 INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS ........ 106 MANAGEMENT CONTRACTS ............................................................................................................ 106 ADDITIONAL INFORMATION ........................................................................................................... 106 GENERAL MATTERS ........................................................................................................................... 107 SPONSORSHIP RELATIONSHIP ..................................................................................................................... 107 OPINIONS .................................................................................................................................................... 107 INTEREST OF EXPERTS ................................................................................................................................ 107 EXPERTISED REPORTS ................................................................................................................................ 107 OTHER MATERIAL FACTS ........................................................................................................................... 107 BOARD APPROVAL ..................................................................................................................................... 108 SCHEDULE “A” – COMPANY ANNUAL FINANCIAL STATEMENTS ....................................... 109 SCHEDULE “B” – COMPANY ANNUAL MD&A .............................................................................. 110 SCHEDULE “C” – COMPANY INTERIM FINANCIAL STATEMENTS....................................... 111 SCHEDULE “D” – COMPANY INTERIM MD&A............................................................................. 112 SCHEDULE “E” – TARGET ANNUAL FINANCIAL STATEMENTS ............................................ 113 SCHEDULE “F” – TARGET ANNUAL MD&A .................................................................................. 114 SCHEDULE “G” – TARGET INTERIM FINANCIAL STATEMENTS .......................................... 115 SCHEDULE “H” – TARGET INTERIM MD&A ................................................................................ 116 SCHEDULE “I” – PRO FORMA FINANCIAL STATEMENTS ....................................................... 117 SCHEDULE “J” – EQUITY COMPENSATION PLANS ................................................................... 118 SCHEDULE “K” – AUDIT COMMITTEE CHARTER OF THE COMPANY ................................ 119

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CERTIFICATE OF THE COMPANY .................................................................................................. 120 CERTIFICATE OF THE TARGET ...................................................................................................... 121 ACKNOWLEDGMENT PERSONAL INFORMATION .................................................................... 122

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GENERAL DISCLOSURE INFORMATION

All capitalized terms not otherwise defined herein have their meanings ascribed under the “Glossary of Terms” section of this Information Circular.

No person has been authorized by the Company to give any information or make any representations in connection with the transactions herein described other than those contained in this Information Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by the Vendor Parties or the Company, as applicable.

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

All information contained in this Information Circular with respect to the Target and the Projects and certain information relating to the Resulting Issuer has been supplied by the Vendor Parties for inclusion herein, and with respect to that information, the Company and their respective directors and officers have relied solely on the Vendor Parties. Based on its due diligence conducted in this respect, the Company has no reason to believe that such information is not accurate.

A Shareholder should rely only on the information contained in this Information Circular and should not rely on certain parts of this Information Circular to the exclusion of others. The information contained in this Information Circular is accurate only as of the date of this Information Circular, regardless of the time of delivery of this Information Circular. The business, financial condition, results of operations and prospects of the Vendor Parties and the Company may have changed since the date of this Information Circular.

The Pro Forma Financial Statements are based on the Company’s management assumptions and adjustments which are inherently subjective. The Pro Forma Financial Statements may not be indicative of the consolidated financial position and consolidated results of operations that would have occurred if the transactions had taken place on the dates indicated or of the consolidated financial position or consolidated operating results which may be obtained in the future. The consolidated actual financial position and consolidated results of operations of the Resulting Issuer for any period following the closing of the transactions contemplated by this Information Circular will likely vary from the amounts set forth in the Pro Forma Financial Statements and such variation may be material.

No person is authorized to give any information or to make any representation not contained in this Information Circular and, if given or made, such information or representation should not be relied upon as having been authorized. This Information Circular does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, 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 or solicitation. Neither delivery of this Information Circular nor any distribution of the securities referred to in this Information Circular will, under any circumstances, create an implication that there has been no change in the information set forth herein since the date of this Information Circular.

In this Information Circular, references to “$” or “dollars” are to the lawful currency of Canada, unless otherwise indicated. All references to “US$”, “USD$” or “USD” are to the lawful currency of the United States. All references to “A$” are to the lawful currency of Australia. All references to “EURO” are the lawful currency of the European Union.

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

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Aggregated figures in graphs, charts and tables contained in this Information Circular may not add due to rounding. Historical statistical data and/or historical returns do not necessarily indicate future performance. Unless otherwise indicated, the market and industry data contained in this Information Circular is based upon information from industry and other publications and the knowledge of management and experience of the Vendor Parties and the Company in the markets in which they operate. While management of the Vendor Parties and the Company believe this data is reliable, market and industry data are subject to variations and cannot be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any statistical survey. Neither the Vendor Parties nor the Company has independently verified any of the data from third- party sources referred to in this Information Circular or ascertained the underlying assumptions relied upon by such sources.

Except as otherwise indicated in this Information Circular, all information disclosed in this Information Circular is as of July 31, 2024, and the phrase “as of the date hereof” and equivalent phrases refer to that date.

SCIENTIFIC AND TECHNICAL INFORMATION

Mathieu Gosselin, P. Eng. and Markku Iljina, EurGeol (the “ Authors ”) and Dr. Christopher Leslie, P.Geo, each a Qualified Person under NI 43-101, have reviewed and approved all information of a scientific or technical nature contained in this Information Circular.

The Company commissioned the Authors to prepare the Technical Report with respect to the Paana Project in a form consistent with NI 43-101. Each of the Authors is a “Qualified Person” for the purposes of NI 43101. The information in this Information Circular regarding the Paana Project is derived from the Technical Report, titled “NI 43-101 Technical Report – Paana Project”, having an effective date of May 16, 2024. For further details, see the discussion in this Information Circular under “Information Concerning the Paana Project”. The complete Technical Report is filed on SEDAR+.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

The information provided in this Information Circular, including information incorporated by reference, may contain “forward-looking statements” or “forward-looking information” (collectively referred to hereafter as “ forward-looking statements ”) about the Company and the Resulting Issuer. In addition, the Company may make or approve certain statements in future filings with Canadian securities regulatory authorities, in press releases, or in oral or written presentations by representatives of the Company that are not statements of historical fact and may also constitute forward-looking statements.

All statements, other than statements of historical fact, made by the Company that address activities, events or developments that the Company expects or anticipates will or may occur in the future are forwardlooking statements, including, but not limited to, statements preceded by, followed by or that include words such as “may”, “will”, “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, or the negative of those words or other similar or comparable words. Forward-looking statements include statements with respect to: the timing of completion and the expected benefits of the Acquisition and the Disposition; budgeted and/or proposed exploration activities and work program for the Paana Project; the timing and use of proceeds and available funds; expected compensation of the officers and directors of the Resulting Issuer; and other statements that may relate to future financial conditions, results of operations, plans, objectives, performance or business developments of the Company and /or the Resulting Issuer. These statements speak only as of the date they are made and are based on information currently available and on the then current expectations of the Company and the Qualified Persons and assumptions concerning future events, which are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from that which was expressed or implied by such forward- looking statements, including but not limited to: the impact of

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general business and economic conditions; the absence of control over mining operations in which the Resulting Issuer will only have a minority interest or a royalty and risks related to those mining operations, including risks related to international operations, government and environmental regulation, delays in mine construction and operations, actual results of mining and current exploration activities, conclusions of economic evaluations and changes in project parameters as plans continue to be refined; problems inherent to the marketability of minerals; industry conditions, including fluctuations in the price of metals, fluctuations in foreign exchange rates and fluctuations in interest rates; government entities interpreting existing tax legislation or enacting new tax legislation in a way which adversely affects the Resulting Issuer; stock market volatility; competition; the potential impact of natural disasters, terrorist acts, health crises and other disruptions and dislocations, including the conflict between Russia and Ukraine; as well as those factors discussed in “Risk Factors”.

Consequently, all forward-looking statements made in this Information Circular and other documents of the Company are qualified by such cautionary statements and there can be no assurance that the anticipated results or developments will actually be realized or, even if realized, that they will have the expected consequences to or effects on the Company and/or the Resulting Issuer. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward-looking statements that the Company and/or persons acting on their behalf may issue. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

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GLOSSARY OF TERMS

The following terms used in this Information Circular have the following meanings:

“ Acquisition ” means the transaction contemplated by the Acquisition Agreement pursuant to which the Company will acquire all of the issued and outstanding shares in the capital of the Target, which acquisition will serve as an RTO for the Company.

“ Acquisition Agreement ” means the share purchase agreement between the Company and the Vendor Parties dated May 9, 2024, pursuant to which the Company will (a) pay to the Vendor Subsidiary $1,500,000 in cash, and (b) issue to the Vendor 13,750,000 Shares issued at a deemed price equal to the Financing Price for aggregate consideration of $7,000,000 in exchange for all of the issued and outstanding shares in the capital of the Target.

“ Acquisition Resolution ” is defined below under the heading “Matters to be Acted Upon at the Meeting – Approval of the Acquisition”.

“ Advisory Fee ” has the meaning ascribed to it under “Information Concerning the Company – Acquisition”.

“ Advisory Shares ” has the meaning ascribed to it under “Information Concerning the Company – Acquisition”.

• “ Affiliate ” means a company that is affiliated with another company as described below:

A company is an “Affiliate” of another company if:

• (a) one of them is the subsidiary of the other, or

• (b) each of them is controlled by the same Person.

A company is “controlled” by a Person if:

• (a) voting securities of the company are held, other than by way of security only, by or for the benefit of that Person, and

• (b) the voting securities, if voted, entitle the Person to elect a majority of the directors of the company.

A Person beneficially owns securities that are beneficially owned by:

• (a) a company controlled by that Person, or

• (b) an Affiliate of that Person or an Affiliate of any company controlled by that Person.

• “ Agentis ” has the meaning ascribed to it under “Information Concerning the Company – Acquisition”.

• “ Arm’s Length Transaction ” has the meaning ascribed to such term in TSXV Policy 1.1 – Interpretation .

• “ Associate ” when used to indicate a relationship with a person or company, means:

• (a) an issuer of which the person or company beneficially owns or controls, directly or indirectly, voting securities entitling him to more than 10% of the voting rights attached to

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outstanding securities of the issuer;

• (b) any partner of the person or company;

• (c) any trust or estate in which the person or company has a substantial beneficial interest or in respect of which a person or company serves as trustee or in a similar capacity;

• (d) in the case of a person, a relative of that person, including:

• (i) that person’s spouse or child, or

• (ii) any relative of the person or of his spouse who has the same residence as that person;

• (e) where the TSXV determines that two persons will, or will not, be deemed to be associates with respect to a Member firm, Member corporation or holding company of a Member corporation, then such determination will be determinative of their relationships in the application of Rule D with respect to that Member firm, Member corporation or holding company.

“ Authors ” means Mathieu Gosselin, P. Eng. and Markku Iljina, EurGeol, each a Qualified Person under NI 43-101 and the authors of the Technical Report.

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

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

“ Bridge Financing ” means the non-brokered private placement of Units at the Financing Price, for gross proceeds of $300,000.

“ CEO ” means Chief Executive Officer.

“ CFO ” means Chief Financial Officer.

“ CIRO ” means the Canadian Investment Regulatory Organization (formerly the Investment Industry Regulatory Organization of Canada).

“ Closing ” means the closing of the Acquisition.

“ Closing Date ” means the date on which the Closing occurs.

“ Company ” means Outback Goldfields Corp., a corporation existing under the laws of the Province of British Columbia.

“ Company Annual Financial Statements ” means the audited annual consolidated financial statements of the Company for the financial years ended June 30, 2023, June 30, 2022 and June 30, 2021.

“ Company Annual MD&A ” means the MD&A of the Company for the years ended June 30, 2023, June 30, 2022 and June 30, 2021.

“ Company Interim Financial Statements ” means the unaudited condensed interim consolidated financial statements of the Company for the nine months ended March 31, 2024 and comparable period in 2023.

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“ Company Interim MD&A ” means the MD&A of the Company for the nine months ended March 31, 2024 and the comparable period in 2023.

“ Company Financial Statements ” means the Company Annual Financial Statements and the Company Interim Financial Statements collectively.

“ Company MD&A ” means the Company Annual MD&A and the Company Interim MD&A collectively.

“ Concurrent Financing ” means the non-brokered private placement of Subscription Receipts at the Financing Price, consisting of the Concurrent Financing First Tranche and the Concurrent Financing Second Tranche.

“ Concurrent Financing First Tranche ” means a first tranche of the Concurrent Financing, pursuant to which the Company issued 60,350,000 Subscription Receipts (6,035,000 on a post-Consolidation basis) at the Financing Price, for gross proceeds of $2,414,000.

“ Concurrent Financing Second Tranche ” means a second tranche of the financing, pursuant to which the Company will issue: (a) assuming completion of the Minimum Concurrent Financing, an aggregate of 64,650,000 Subscription Receipts (6,465,000 on a post-Consolidation basis) at the Financing Price, for gross proceeds of $2,586,000; or (b) assuming completion of the Maximum Concurrent Financing, an aggregate of 139,650,000 Subscription Receipts (13,965,000 on a post-Consolidation basis) at the Financing Price, for gross proceeds of $5,586,000.

“ Conditional Slate ” has the meaning ascribed to it under “Matters to be Acted Upon at the Meeting – Election of Directors”.

“ Consolidation ” means the consolidation of all the issued and outstanding Shares on the basis of one postConsolidation Share for every ten pre-Consolidation Shares.

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

“ Consideration Shares ” is defined below under the heading “Summary – Acquisition”.

“ Current Stock Option Plan ” means the stock option plan of the Company, originally adopted by the board of directors on November 19, 2020.

“ Disposition ” means the transaction contemplated by the Disposition Letter of Intent pursuant to which the Company would grant to the Vendor or one of its Affiliates, (a) an option to earn a 80% interest in the JV Projects upon the exercise of which the parties will enter into a joint venture for further exploration of such projects; and (b) an option to earn a 51% interest in the Glenfine Project, upon the exercise of which the parties will enter into a joint venture for further exploration of such project.

“ Disposition Agreement ” means the definitive agreement to be entered into between the Company and the Vendor in connection with the Disposition, and which will supersede the Disposition Letter of Intent.

“ Disposition Letter of Intent ” means the letter of intent dated February 28, 2024 between the Company and the Vendor in connection with the Disposition.

“ Disposition Resolution ” is defined below under the heading “Matters to be Acted Upon at the Meeting – Approval of the Disposition”.

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“ Equity Compensation Plans ” means the Current Stock Option Plan and the Proposed Omnibus Equity Compensation Plan.

“ Escrow Agent ” means Odyssey Trust Company, in its capacity as the escrow agent under the Escrow Agreement.

“ Escrow Agreement ” is defined below under the heading “Information Concerning the Company – Description of Securities – Shares”.

“ Escrowed Proceeds ” is defined below under the heading “Summary – The Concurrent Financing”.

“ Escrow Release Conditions ” is defined below under the heading “Summary – The Concurrent Financing”.

“ Escrow Release Deadline ” is defined below under the heading “Summary – The Concurrent Financing”.

“ Escrow Shares ” is defined below under the heading “Information Concerning the Company – Description of Securities – Shares”.

“ Financing Price ” means $0.04 per Subscription Receipt. After taking into account the Consolidation, the effective Financing Price will be $0.40.

“ Glenfine Project ” means the Glenfine project, located in the Greater Fosterville area of Victoria, Australia.

“ Incumbent Slate ” has the meaning ascribed to it under “Matters to be Acted Upon at the Meeting – Election of Directors”.

“ IFRS ” means International Financial Reporting Standards.

“ Information Circular ” means this Information Circular of the Company prepared by management in accordance with the Policies of the TSXV relating to RTOs.

“ Informed Person ” is defined below under the heading “Interest of Informed Persons in Material Transactions”.

“ Insider ” if used in relation to an issuer means:

• (a) a director or senior officer of the issuer;

• (b) a director or senior officer of a company that is an Insider or subsidiary of the issuer;

• (c) a Person that beneficially owns or controls. directly or indirectly Voting Shares carrying more than 10% of the voting rights attached to all outstanding Voting Shares of the issuer; or

• (d) the issuer itself if it holds any of its own securities.

“ JV Projects ” means the Silver Spoon, Ballarat West and Yuengroon projects, located in the Greater Fosterville area of Victoria, Australia.

“ Management Proxyholders ” is defined below under the heading “Proxy Related Information – Appointment of Proxyholder”.

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“ MD&A ” means management discussion and analysis.

“ Meeting ” has means the annual and special meeting of shareholders of the Company for the purposes of approving the matters set out in this Information Circular.

“ Maximum Concurrent Financing ” means completion of the Concurrent Financing for gross proceeds of $8,000,000.

“ MI 61-101 ” means Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions .

“ Minimum Concurrent Financing ” means completion of the Concurrent Financing for gross proceeds of $5,000,000.

“ Named Executive Officers ” or “ NEO ” is defined below under the heading “Executive Compensation – Compensation Discussion and Analysis”.

“ NI 43-101 ” means National Instrument 43-101 – Standards of Disclosure for Mineral Properties

“ NI 52-110 ” means National Instrument 52-110 – Audit Committees .

“ NP 58-201 ” means National Policy 58-201 – Corporate Governance Guidelines .

“ NOBO ” or “ Non-Objecting Beneficial Owner ” is defined below under the heading “Proxy Related Information – Non-Registered Holders”.

“ Nominee ” is defined below under the heading “Proxy Related Information – Non-Registered Holders”.

“ Non-Arm’s Length Party ” means in relation to a company, a promoter, officer, director, other Insider or Control Person of that company (including an issuer) and any Associates or Affiliates of any of such Persons. In relation to an individual, means any Associate of the individual or any company of which the individual is a promoter, officer, director, Insider or Control Person.

“ Notice of Meeting ” means the notice of meeting accompanying this Information Circular.

“ OBO ” or “ Objecting Beneficial Owner ” is defined below under the heading “Proxy Related Information – Non-Registered Holders”.

“ Optionee ” is defined below under the heading “Information Concerning the Company – Current Stock Option Plan”.

“ Options ” or “ Stock Options ” means stock options of the Company to purchase Shares.

“ Option-Based Award ” is defined below under footnote (2) under the heading “Information Concerning the Resulting Issuer – Executive Compensation – Incentive Plan Awards”.

“ Other Projects ” is defined below under the heading “Summary – The Projects”.

“ Paana Project ” is defined below under the heading “Summary – The Projects”.

“ Person ” means a company or individual.

“ Post-Consolidation Share ” means the common shares in the capital of the Company following the Consolidation.

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“ Pro Forma Financial Statements ” means the unaudited consolidated pro forma financial statements of the Resulting Issuer for the period ended March 31, 2024.

“ Projects ” means the Paana Project and the Other Projects collectively.

“ Proposed Omnibus Equity Compensation Plan ” means the omnibus equity incentive compensation plan being proposed by the Company to replace the Current Stock Option Plan.

“ Receiptholder ” is defined below under the heading “Information Concerning the Company – Description of the Securities – Subscription Receipts”.

“ Related Party Transaction ” has the meaning ascribed to that term in TSXV Policy 5.9 and under MI 61101, and includes a related party transaction that is determined by the TSXV to be a Related Party Transaction. The TSXV may deem a transaction to be a Related Party Transaction where the transaction involves Non-Arm’s Length Parties, or other circumstances exist which may compromise the independence of the issuer with respect to the transaction.

“ Resulting Issuer ” means the Company as will exist upon closing of the Acquisition.

“ Resulting Issuer Board ” means the board of directors of the Resulting Issuer, as constituted following the Closing Date.

“ RTO ” means a reverse takeover transaction, as defined in the RTO Policy.

“ ” RTO Policy means TSXV Policy 5.2 - Changes of Business and Reverse Takeovers .

“ SEDAR+ ” means the System for Electronic Document Analysis and Retrieval +, accessible at www.sedarplus.ca.

“ Shareholder ” means a holder of Shares.

“ Shareholder Rights Agreement ” means the shareholder rights agreement to be entered into on the Closing Date between the Company the Vendor.

“ Shares ” means the common shares in the capital of the Company as presently constituted.

“ Subscription Receipt Agreement ” means the subscription receipt agreement dated June 21, 2024 among the Company, the Vendor and Odyssey Trust Company, as Subscription Receipt Agent with respect to the Subscription Receipts issued and issuable pursuant to the Concurrent Financing.

“ Subscription Receipts ” is defined below under the heading “Summary – The Concurrent Financing”.

“ Target ” means Sakumpu Exploration Oy, a wholly-owned subsidiary of the Vendor Subsidiary existing under the laws of Finland.

“ Target Annual Financial Statements ” means the audited annual consolidated financial statements of the Target for the financial years ended June 30, 2023 and June 30, 2022.

“ Target Annual MD&A ” means the MD&A of the Target for the years ended June 30, 2023 and June 30, 2022.

“ Target Interim Financial Statements ” means the unaudited condensed interim consolidated financial statements of the Target for the nine months ended March 31, 2024 and the comparable period in 2023.

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“ Target Interim MD&A ” means the MD&A of the Target for the nine months ended March 31, 2024.

“ Target Financial Statements ” means the Target Annual Financial Statements and the Target Interim Financial Statements collectively.

“ Target MD&A ” means the Target Annual MD&A and the Target Interim MD&A collectively.

“ Technical Report ” means the technical report entitled “NI 43-101 Technical Report – Paana Project” with an effective date of May 29, 2024, 2024 prepared by the Authors, filed on SEDAR+.

“ Transfer Agent ” means Odyssey Trust Company.

“ TSXV ” means TSX Venture Exchange Inc.

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

“ Vendor ” or “ S2 ” means S2 Resources Ltd., a corporation existing under the laws of Australia.

“ Vendor Parties ” means the Vendor and the Vendor Subsidiary collectively.

“ Vendor Subsidiary ” means Norse Exploration Pty Ltd., a wholly-owned subsidiary of the Vendor existing under the laws of Australia.

“ Warrant Exercise Price ” means $0.06 per Share. After taking into account the Consolidation, the effective Warrant Exercise will be $0.60.

“ Warrants ” means common share purchase warrants of the Company, with each whole Warrant exercisable to acquire one Post-Consolidation Share at the Warrant Exercise Price for a period of 36 months. Should the closing price at which the Shares trade equal or exceed $0.90 for 20 consecutive trading days following the date that is four months after the closing date of the Concurrent Financing, the Company may accelerate the term of the Warrants to the date which is 30 trading days following the date a notice is provided to holders of the Warrants and a press release is issued by the Company.

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SUMMARY

The following is a summary of information relating to the Meeting, the Company, the Target, the Projects and the Resulting Issuer (assuming completion of the Acquisition) and should be read together with the more detailed information and financial data and statements contained elsewhere in this Information Circular.

The Meeting

The Meeting will be held at Suite 600 – 1111 West Hastings Street, Vancouver, British Columbia, on September 3, 2024, at 11:00 a.m., Vancouver time, for the following purposes:

1. To receive the audited financial statements of the Company for the year ended June 30, 2023, together with the report of the auditor thereon.

2. To fix the number of directors at five.

3. To elect two alternate slates of directors, namely (a) a slate consisting of the five incumbent directors of the Company (the “ Incumbent Slate ”), to take office immediately following the Meeting, and (b), conditional on and effective upon the closing of the Acquisition, an alternate slate of five directors to replace the Incumbent Slate.

4. To appoint D&H Group LLP to serve as the auditor for the Company immediately following the Meeting and to authorize the directors to fix their remuneration.

5. To consider and, if thought fit, approve by ordinary resolution an omnibus equity incentive compensation plan (the “ Proposed Omnibus Equity Compensation Plan ”) to replace the Company’s rolling 10% stock option plan (the “ Current Stock Option Plan ”), as more fully set forth in this Information Circular.

6. If the Proposed Omnibus Equity Compensation Plan is not approved by the Shareholders, to consider, and, if thought fit, pass an ordinary resolution approving the Current Stock Option Plan, as more fully set forth in this Information Circular.

7. To consider and, if thought fit, to pass an ordinary resolution approving the acquisition by the Company of all of the issued and outstanding shares of Sakumpu Exploration Oy, as more fully set forth in this Information Circular and pursuant to Policy 5.2 – Changes of Business and Reverse Takeovers of the TSXV.

8. To consider and, if thought fit, to pass an ordinary resolution approving the grant by the Company to S2 Resources Ltd. of (a) an option to earn a 80% interest in the Company’s Silver Spoon, Ballarat West and Yuengroon projects, upon the exercise of which the parties will enter into a joint venture for further exploration of such projects; and (b) an option to earn a 51% interest in the Company’s Glenfine Property, upon the exercise of which the parties will enter into a joint venture for further exploration of such project, as more fully set forth in this Information Circular and pursuant to Policy 5.3 – Acquisitions and Dispositions of Non- Cash Assets of the TSXV.

9. To consider such other matters, including without limitation such amendments or variations to the foregoing resolutions, as may properly come before the Meeting or any adjournment or postponement thereof.

For a detailed description of these matters, please see “Matters to be Acted Upon at the Meeting”.

Shareholders are encouraged to vote on the matters BEFORE the Meeting by proxy to ensure that their votes are properly counted. Those Shareholders who are unable to attend the Meeting are requested to read the notes to the enclosed form of proxy and then to, complete, sign and mail the enclosed form of proxy in

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accordance with the instructions set out in the proxy and in this Information Circular.

The record date for determining the Registered Shareholders for the Meeting is July 22, 2024.

The Company is a mining issuer listed on the TSXV under the trading symbol “OZ”. The Shares began trading on the TSXV on January 6, 2022. Prior to such date, the Shares were listed on the Canadian Securities Exchange.

Trading in the Shares was halted by CIRO at the request of the Company on March 1, 2024, in connection with the announcement of the Acquisition. The market price of the Shares on the TSXV on the date immediately preceding the halt and continuing to the date of this Information Circular, was $0.03.

Acquisition

Pursuant to the Acquisition Agreement, the Company will acquire all of the issued and outstanding shares of the Target from the Vendor Subsidiary in exchange for (a) $1,500,000 in cash and (b) 13,750,000 Shares (“ Consideration Shares ”) at a deemed price equal to the Financing Price, having an aggregate value of $5,500,000. Upon closing the Acquisition, the Target will become a wholly-owned subsidiary of the Company. The TSXV has conditionally accepted the Acquisition subject to the Company fulfilling all of the requirements of the TSXV. For further details, see the discussion in this Information Circular under “Information Concerning the Company – General Development of the Business – Acquisition”.

The Company commissioned the Authors to prepare a report with respect to the Paana Project. The Authors were retained to complete the Technical Report in a form consistent with NI 43-101. Each of the Authors is a “Qualified Person” for the purposes of NI 43-101. The information in this Information Circular regarding the Paana Project is derived from the Technical Report, titled “NI 43-101 Technical Report – Paana Project”, having an effective date of May 16, 2024. For further details, see the discussion in this Information Circular under “Information Concerning the Paana Project”. The complete Technical Report is filed on SEDAR+.

Completion of the Acquisition is subject to a number of conditions, including acceptance of the TSXV. See “Information Concerning the Company – General Development of the Business – Acquisition – Acquisition Agreement”.

On July 30, 2024, the Company received the TSXV’s conditional acceptance of the Acquisition, with the TSXV’s final acceptance being subject to the fulfilment of customary closing conditions.

It is expected that the Acquisition will close in the third quarter of 2024.

The Acquisition is an Arm’s Length Transaction.

Disposition

Pursuant to the Disposition Letter of Intent, subject to completion of the Acquisition, the Company would grant to the Vendor (a) an option to earn a 80% interest in the JV Projects by incurring minimum exploration expenditures of A$1,000,000 within a period of 48 months; and (b) an option to earn a 51% interest in the Glenfine Project by incurring minimum exploration expenditures of A$200,000 within a period of 48 months.

Completion of the Disposition is subject to a number of significant conditions, including closing of the Acquisition, negotiation and execution of the Disposition Agreement, and acceptance of the TSXV. The Company has not yet entered into the Disposition Agreement or made an application to the TSXV for acceptance of the Disposition. The Disposition will not proceed unless and until the Acquisition is completed. There can be no assurance that the Disposition will be completed as proposed in the Disposition Letter of Intent or at all. See “Information Concerning the Company –

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General Development of the Business – The Disposition – Disposition Letter of Intent”.

Assuming closing of the Acquisition, it is expected that the Disposition will close in the fourth quarter of 2024.

At the time of closing the Disposition, the Vendor will be a Control Person of the Company. Accordingly, the Disposition will not be an Arm’s Length Transaction.

Concurrent Financing

The Company completed the Concurrent Financing First Tranche on June 21, 2024. The Company intends to complete the Concurrent Financing Second Tranche on or about July 31, 2024.

The Subscription Receipts are governed by the Subscription Receipt Agreement. Each Subscription Receipt will, upon satisfaction of the Escrow Release Conditions and without the payment of any additional consideration, automatically convert into one Post-Consolidation Share and one common share purchase warrant (a “ Warrant ”) in the capital of the Company, with each whole Warrant exercisable to acquire one Post-Consolidation Share at the Warrant Exercise Price for a period of 36 months. Should the closing price at which the Shares trade equal or exceed $0.90 for 20 consecutive trading days following the date that is four months after the closing date of the Concurrent Financing, the Company may accelerate the term of the Warrants to the date which is 30 trading days following the date a notice is provided to holders of the Warrants and a press release is issued by the Company.

The gross proceeds of the Concurrent Financing (the “ Escrowed Proceeds ”) have been placed into escrow and will be released to the Company, subject to the receipt of all required corporate, shareholder and regulatory approvals in connection with the Acquisition and the completion or satisfaction of the following conditions (the “ Escrow Release Conditions ”):

• (a) the execution of the Acquisition Agreement (satisfied on May 9, 2024);

• (b) the satisfaction or waiver of all conditions to the completion of the Acquisition as set out in the Acquisition Agreement; and

• (c) the Company and the Vendor having delivered a direction to Odyssey Trust Company confirming that items (a) and (b) set forth above has been satisfied.

Provided that the Escrow Release Conditions are satisfied or waived (where permitted) prior to 5:00 p.m. (Vancouver time) on the date that is 90 days after closing of the Concurrent Financing (the “ Escrow Release Deadline ”), the Escrowed Proceeds (together with interest earned thereon) will be released to the Company. However, in the event that the Escrow Release Conditions are not satisfied by the Release Deadline, or if prior to such time, the Acquisition Agreement is terminated, the Escrowed Proceeds together with the pro rata portion of any interest earned thereon (net of any applicable withholding tax) will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled.

In connection with the Concurrent Financing, certain arm’s length persons may be eligible to receive finder’s fees in accordance with TSXV policies, payable in cash and warrants (each, a “ Finder’s Warrant ”), representing up to 6% of the proceeds placed by such persons. Each Finder’s Warrant is exercisable into one Post-Consolidation Share and one Warrant at the Financing Price for a period of 36 months. The Finder’s Warrants will be subject to accelerated expiry on the same terms as the Warrants.

All securities issued in connection with the Concurrent Financing will be subject to a four-month hold period imposed by Canadian securities laws and the policies of the TSXV.

The Company intends to use the proceeds of the Concurrent Financing for the development of the Paana Project and general working capital purposes. For further information on the use of the Concurrent

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Financing proceeds, see the disclosure in this Information Circular under “Information Concerning the Paana Project” and “Information Concerning the Resulting Issuer – Available Funds and Principal Purposes”.

Bridge Financing

The Company intends to complete the Bridge Financing on or around August 15, 2024. The net proceeds of the Bridge Financing are expected to be $300,000 and will be used to pay for costs associated with proceeding to completion of the Acquisition (e.g. audit fees, legal fees and costs of preparing the necessary documentation for the Acquisition). The Company expects to issue 7,500,000 Units (750,000 Units on a post-Consolidation Basis) pursuant to the Bridge Financing.

The Bridge Financing is subject to approval of the TSXV.

Proposed Corporate Changes

In connection with the Acquisition, the Company intends to change its name to “Valkea Resources Corp.” but retain its trading symbol “OZ” on the TSXV.

Changes to Board and Management of the Company

Subject to Shareholder approval, Mark Bennett (a nominee of the Vendor) will become a director of the Resulting Issuer and Craig Parry, Chris Donaldson, Louis Archambeault and Eric Zaunscherb will remain as directors of the Resulting Issuer. Chris Donaldson will remain as the President and CEO of the Resulting Issuer, Ota Hally will remain as the CFO and will be appointed as the Corporate Secretary of the Resulting Issuer. Additionally, Craig Parry will remain as the Chairman of the Resulting Issuer.

Please see “Information Concerning the Resulting Issuer – Directors, Officers and Promoters” for additional information.

Interests of Insiders and Promoters

Assuming completion of the Acquisition, the Vendor will become a control person of the Company. The directors and officers of the Company will become directors and officers of the Resulting Issuer.

Except as set out above and in their capacity as shareholders of the Company and Resulting Issuer, no other Insider, promoter or control person of the Company and no Associate or Affiliate of any such person, has any interest in the Acquisition or the Disposition.

The Projects

Paana Project

The “ Paana Project ” consists of two granted exploration licenses and two exploration license applications. The granted licenses cover an area of 43 square kilometers while the applications cover an area of 51 square kilometers.

The Paana Project is the “Qualifying Property” and a “Principal Property” for purposes of TSXV policies and considered “material” for purposes of NI 43-101. The Company has obtained the Technical Report on the Paana Project, which is summarized in this Information Circular below under “Information Concerning the Paana Project”. The full text of the Technical Report can be found on SEDAR+.

Other Projects

The “ Other Projects ” comprise:

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• the Rova project, which consists of one pending exploration license application covering an area of 48 square kilometers;

• the Pahasvuoma project, which consists of which consists of one pending exploration license application covering an area of 20 square kilometers;

• the Putaanperä project, which consists of which consists of one granted exploration license covering an area of 7 square kilometers;

• the Palvanen/Mesi project, which consists of two granted exploration licences covering an area of 52 square kilometres. In June 2021, the Target entered into a farm-in option agreement on this project with Kinross Gold Corporation (“ Kinross ”). Under the agreement, Kinross can spend up to US$9,500,000 (approximately C$12,800,000) to earn a 70% interest in this project, with a minimum expenditure requirement of US$3,500,000 (approximately C$4,700,000) over the first three years. The Target would retain a 30% interest in this project if Kinross successfully completes the earn-in; and

• the Sikavaara project, which consists of two exploration licence applications covering an area of 37 square kilometres. In August 2021, the Target entered into a farm-in option agreement on this project with Rupert Resources Ltd. (“ Rupert ”). Under this agreement, Rupert can spend up to EUR3,400,000 (approximately C$5,000,000) to earn a 70% interest in the this project, with an initial expenditure requirement of EUR1,200,000 (approximately C$1,750,000) over the first three years. The Target would retain a 30% interest in this project if Rupert successfully completes the earn-in.

None of the Other Projects are considered a “Principal Property” for purposes of TSXV policies or considered “material” for purposes of NI 43-101.

Available Funds and Principal Purposes

The following table shows the foreseeable available funds to the Resulting Issuer, based on currently available information:

	Funds	Funds
Item	Assuming Completion of the Minimum Concurrent Financing	Assuming Completion of the Maximum Concurrent Financing
Estimated working capital of the Company as at June 30, 2024	$50,000	$50,000
Estimated working capital of the Target as at June 30, 2024	Nil	Nil
Proceeds of the Bridge Financing	$300,000	$300,000
Net proceeds of the Concurrent Financing	$4,700,000(1)	$7,520,000(2)
Total	$4,800,000	$7,870,000

Note:

(1) Assuming gross proceeds of $5,000,000 to be raised under the Minimum Concurrent Financing. The Company expects to pay finder’s fees in the aggregate of $300,000 on the Escrow Release Date in connection with the Minimum Concurrent Financing.

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• (2) Assuming gross proceeds of $8,000,000 to be raised under the Maximum Concurrent Financing. The Company expects to pay finder’s fees in the aggregate of $480,000 on the Escrow Release Date in connection with the Maximum Concurrent Financing.

The following table shows the principal purposes for which the available funds will be used by the Resulting Issuer, based on currently available information:

	Purpose	Purpose
Item	Assuming Completion of the Minimum Concurrent Financing	Assuming Completion of the Maximum Concurrent Financing
Cash payment to the Vendor in connection with the Acquisition	$1,500,000	$1,500,000
Legal and other costs relatingto the Acquisition(1)	$652,000	$652,000
Estimated general & administrative expenses for 12 months(2)	$950,000	$950,000
Phase I exploration program on the Paana Project(3)	$1,011,000	$1,011,000
Landholder payments due within 90 days of the ClosingDate	$193,700	$193,700
Indirect Finnish exploration overhead	$250,000	$250,000
Early stage exploration of the Other Projects	$150,000	$150,000
Unallocated Working Capital	$343,300	$3,163,300
Total	$4,800,000	$7,870,000

Notes:

(1) Total estimated cost of $652,000 includes the Advisory Fee, legal costs, auditor fees and applicable filing and listing fees.

(2) Estimated general & administrative expenses include: executive remuneration, office lease, audit, legal and listing fees, and marketing costs.

(3) As recommended in the Technical Report. See “Information Concerning the Paana Project”.

See the disclosure in this Information Circular under “Information Concerning the Paana Project” and “Information Concerning the Resulting Issuer – Available Funds and Principal Purposes”.

Dividends

The Company has not paid any dividends on its outstanding shares, nor is there any intention of paying dividends in the foreseeable future. Any decision to pay dividends on the shares of the Resulting Issuer will be made by its Board on the basis of the Resulting Issuer’s earnings, financial requirements and other conditions.

Selected Pro Forma Consolidated Financial Information

The following tables set out certain financial information for the Company and pro forma financial

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information for the Company after giving effect to the Acquisition and certain other adjustments, and is presented in Canadian dollars.

The following information should be read in conjunction with the financial statements and reports thereon included in this Information Circular, being the:

• The Company Annual Financial Statements. See Schedule “A”.

• The Company Annual MD&A. See Schedule “B”.

• The Company Interim Financial Statements. See Schedule “C”.

• The Company Interim MD&A. See Schedule “D”.

• The Target Annual Financial Statements. See Schedule “E”.

• The Target Annual MD&A. See Schedule “F”.

• The Target Interim Financial Statements. See Schedule “G”

• The Target Interim MD&A. See Schedule “H”.

• The Pro Forma Financial Statements. See Schedule “I”.

Balance Sheet and Income	Company as at and for the 9	Target as at and for the 9	Resulting Issuer as at and
Statement Data	months ended March 31,	months ended March 31,	for the 9 months ended
	2024	2024	March 31, 2024
Assets: Current Assets Non-Current Assets Total Assets	$465,083 $13,914,280 $14,379,363	$204,028 $1,361 $205,389	$3,217,111 $21,388,815 $24,605,926
Liabilities: Current Liabilities Non-Current Liabilities Total Liabilities	$50,299 Nil $50,299	$26,562 Nil $26,562	$76,862 Nil $76,862
Shareholders’ Equity	$14,329,064	$178,827	$24,529,064
Revenue	Nil	Nil	Nil
Net Income (Loss)	($648,945)	($213,762)	($862,707)

Market for Securities

The Shares are currently listed on the TSXV under the trading symbol “OZ”. The closing price of the Shares on February 29, 2024, being the last day Shares traded prior to the announcement of the Acquisition, was $0.03. See “Information Concerning the Company – Stock Exchange Price.”

Upon completion of the Acquisition, the Shares will continue to be listed on the TSXV as a Tier 2 Mining Issuer under the trading symbol “OZ”.

Conditional Acceptance

The TSXV has conditionally accepted the Acquisition, subject to the Company fulfilling all of the requirements of the TSXV.

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The Company has not yet made an application to the TSXV for acceptance of the Disposition. Any such application will be made after entering into the Disposition Agreement and closing of the Acquisition.

Sponsorship

The Company has applied for a waiver from the Sponsorship requirements of the TSXV. Please see “General Matters – Sponsorship”.

Conflicts of Interest

The directors and officers of the Company and the Resulting Issuer are and will be involved in other projects, including projects in the mining industry and may have a conflict of interest in allocating their time between the business of the Company, the Resulting Issuer and other businesses or projects in which they are or will become involved. Please see “Information Concerning the Resulting Issuer – Conflicts of Interest”.

For information concerning the director and officer positions held by the proposed directors and officers of the Resulting Issuer, please see “Information Concerning the Resulting Issuer – Other Reporting Issuer Experience”.

Interests of Experts

To the best of the Company’s knowledge, no direct or indirect interest in the Company is held or will be received by any experts. Please see “General Matters – Interest of Experts” for more information.

Risk Factors

The securities of the Company should be considered highly speculative due to the nature of the Company’s business and the present stage of its development. A prospective investor should consider carefully the risk factors set out below. In addition, prospective investors should carefully review and consider all other information contained in this Information Circular before making an investment decision. An investment in securities of the Company should only be made by persons who can afford a total loss of their investment. For more information, see below under the heading “Risk Factors”.

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MATTERS TO BE ACTED UPON AT THE MEETING

Financial Statements

The audited financial statements of the Company for the financial year ended June 30, 2023 and the auditors’ report thereon will be presented to the Meeting. The audited financial statements, auditors’ report and management’s discussion and analysis have been delivered to those Shareholders who indicated to the Company that they wished to receive copies of same. Copies are available on SEDAR+.

Size of Board

The Company proposes to set the number of directors at five.

In the absence of instructions to the contrary, proxies given pursuant to the solicitation by management will be voted FOR setting the number of directors of the Company at five.

Election of Directors

The Board currently consists of five members, being the “ Incumbent Slate ”. The Board has proposed that the Incumbent Slate be nominated for re-election at the Meeting and take office immediately following the Meeting and has proposed that an alternate slate of five directors, being the “ Conditional Slate ”, be elected at the Meeting to replace the Incumbent Slate conditional on and effective upon the completion of the Acquisition. In the event that the Acquisition is not completed, each member of the Incumbent Slate will continue to hold office until the next annual meeting of shareholders or until his or her successor is duly elected or appointed unless prior thereto he or she resigns or his or her office becomes vacant by reason of death or other cause. In the event that the Acquisition is completed, each member of the Conditional Slate will hold office until the next annual meeting of shareholders or until his or her successor is duly elected or appointed unless prior thereto he or she resigns or his or her office becomes vacant by reason of death or other cause.

Craig Parry, Chris Donaldson, Louis Archambeault and Eric Zaunscherb, all existing directors of the Company, form part of the Incumbent Slate and Conditional Slate. If both the Incumbent Slate and the Conditional Slate, conditional on the completion of the Acquisition, are elected, upon closing of the Acquisition: (a) Craig Parry, Chris Donaldson, Louis Archambeault and Eric Zaunscherb will remain on the Board; and (b) Mark Bennett will be appointed as a new director of the Resulting Issuer.

In the absence of instructions to the contrary, proxies given pursuant to the solicitation by management will be voted FOR the election of the Incumbent Slate and the Conditional Slate, conditional on the completion of the Acquisition.

Management does not contemplate that any of the nominees of either the Incumbent Slate or the Conditional Slate will be unable to serve as a director.

Incumbent Slate

The following table sets out the names of the Incumbent Slate nominees for election as directors, the offices they hold within the Company, their occupations, the length of time they have served as directors of the Company, and the number of Shares which each beneficially owns, directly or indirectly, or over which control or direction is exercised, as of the date of this Information Circular (prior to taking into account the Consolidation).

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Name of Nominee and	Present Principal	Director Since	Shares Beneficially Owned
Present Offices Held	Occupation During the Last		or Controlled(1)
	Five Years
Craig Parry British Columbia, Canada Chairman	Mining entrepreneur and executive	March 6, 2018	4,669,667
Chris Donaldson British Columbia, Canada President, CEO and Director	Mining executive	October 1, 2020	2,990,333(1) 75,667 (indirect)
Ota Hally British Columbia, Canada CFO and Director(2)	Mining executive	July 9, 2018	645,000 167 (indirect)
Louis Archambeault British Columbia, Canada Director(2)	Mining executive and advisor	July 9, 2018	233,333
Eric Zaunscherb Ontario, Canada Director(2)	Mining executive	November 19, 2020	60,000

Notes:

(1) Based upon information furnished to the Company by individual nominees. Unless otherwise indicated, such Shares are held directly and include the Subscription Receipts acquired in connection with the Concurrent Financing First Tranche.

• (2) Member of the Audit Committee.

• (3) Mr. Donaldson intends to subscribe for an additional 1,250,000 Units (125,000 Units on a post-Consolidation basis) pursuant to the Bridge Financing.

No proposed director on the Incumbent Slate is being elected under any arrangement or understanding between the proposed director and any other person or company.

Conditional Slate

The following table sets out the names of the Conditional Slate nominees for election as directors, their proposed offices, their occupations and the number of Shares which each beneficially owns, directly or indirectly, or over which control or direction is exercised, as of the date of this Information Circular (prior to taking into account the Consolidation).

Name of Nominee and	Present Principal	Director Since	Shares Beneficially
Present Offices Held	Occupation During the Last		Owned or Controlled(1)
	Five Years
Craig Parry British Columbia, Canada Chairman(2)	Mining entrepreneur and executive	March 6, 2018	4,669,667
Chris Donaldson British Columbia, Canada President, CEO and Director	Mining executive	October 1, 2020	2,990,333(1,4) 75,667 (indirect)
Louis Archambeault British Columbia, Canada Director(2)	Mining executive and advisor	July 9, 2018	233,333
Eric Zaunscherb Ontario, Canada Director(2)	Mining executive	November 19, 2020	60,000
Mark Bennett Sydney, Australia Director	Mining executive; Executive Chairman of the Vendor	-	13,750,000(3)

Notes:

• (1) Based upon information furnished to the Company by individual nominees. Unless otherwise indicated, such Shares are held directly and include the Subscription Receipts acquired in connection with the Concurrent Financing First Tranche.

• (2) Member of the Audit Committee.

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• (3) These Shares will be beneficially owned or controlled by the Vendor and only issued upon the closing of the Acquisition.

• (4) Mr. Donaldson intends to subscribe for an additional 1,250,000 Units (125,000 Units on a post-Consolidation basis) pursuant to the Bridge Financing. These Shares are not included in the table above.

The directors on the Conditional Slate are being elected in connection with the Acquisition. Mark Bennett is being elected pursuant to the Shareholder Rights Agreement.

Appointment and Remuneration of Auditor

D&H Group LLP is the current auditor of the Company. Management recommends, and the persons named in the accompanying proxy intend to vote in favour of the re-appointment of D&H Group LLP as the auditor of the Company to hold office immediately following the Meeting until the next annual general meeting of the Company at a remuneration to be fixed by the Board.

In the absence of instructions to the contrary, proxies given pursuant to the solicitation by management will be voted FOR the election of the re-appointment of D&H Group LLP as the as the auditor of the Company to hold office immediately following the Meeting until the next annual general meeting of the Company at a remuneration to be fixed by the Board.

Approval of Proposed Omnibus Equity Compensation Plan

The Company is seeking shareholder approval of its omnibus equity incentive compensation plan (the “ Proposed Omnibus Equity Compensation Plan ”) which will replace the stock option plan last approved by the shareholders at its last annual general meeting held on December 12, 2022 (the “ Current Stock Option Plan ”). The Equity Compensation Plan has not been conditionally approved by the TSXV and remains subject to TSXV acceptance. The Proposed Omnibus Equity Compensation Plan is included in Schedule “J”.

There are currently 585,000 Stock Options outstanding under the Current Stock Option Plan, representing 0.78% of the current outstanding Shares. As of the date of this Information Circular, the Company was eligible to grant up to 6,926,159 Stock Options under the Current Stock Option Plan. If the Proposed Omnibus Equity Compensation Plan is approved, the existing Stock Options will be governed by the Proposed Omnibus Equity Compensation Plan. If the Proposed Omnibus Equity Compensation Plan is not approved, the Current Stock Option Plan will remain in place and the Company will seek confirmation of the Current Stock Option Plan in accordance with the policies of the TSXV. See “Approval of Current Stock Option Plan”.

Below is a summary of the material terms of the Proposed Omnibus Equity Compensation Plan. For the purposes of the description of the Proposed Omnibus Equity Compensation Plan below, unless otherwise defined herein, capitalized terms shall have the meaning ascribed thereto in the Proposed Omnibus Equity Compensation Plan. See Schedule “J”.

As of the date of this Information Circular, no awards have been granted or issued by the Company under the Proposed Omnibus Equity Compensation Plan. The material terms of the Proposed Omnibus Equity Compensation Plan are as follows:

1. Only a Director, Officer, Employee, Management Company Employee or Consultant of the Company or of any of its subsidiaries (the “ Participant ”) is eligible to participate in the Proposed Omnibus Equity Compensation Plan. Except in relation to Consultant Companies, Awards may be granted only to an individual or to a Company that is wholly owned by individuals eligible to receive Awards.

2. The Proposed Omnibus Equity Compensation Plan is a “rolling up to 10% and fixed up to 10%” Security Based Compensation, as defined in Policy 4.4 - Security Based Compensation of the TSXV. The Proposed Omnibus Equity Compensation Plan is a: (a) “rolling” plan pursuant to which the

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number of Shares that are issuable pursuant to the exercise of Stock Options granted under the Proposed Omnibus Equity Compensation Plan, and the Current Stock Option Plan, shall not exceed 10% of the Shares of the Company as at the date of any Option grant, and (b) “fixed” plan under which the number of Shares that are issuable pursuant to all Awards other than Options granted under the Proposed Omnibus Equity Compensation Plan and under any other Security Based Compensation Plan of the Company, in aggregate is a maximum of 10% of the Issued Shares of the Company as at such effective date as may be determined by the Board (which maximum number is currently 3,208,705), and in each case, subject to adjustment as provided in the Proposed Omnibus Equity Compensation Plan.

1. The Committee shall have full and exclusive discretionary power to interpret the terms and the intent of the Proposed Omnibus Equity Compensation Plan and any Award Agreement or other agreement ancillary to or in connection with the Proposed Omnibus Equity Compensation Plan, to determine eligibility for Awards, and to adopt such rules, regulations and guidelines for administering the Proposed Omnibus Equity Compensation Plan as the Committee may deem necessary or proper.

2. Unless the Company has obtained the requisite disinterested shareholder approval pursuant to Policy 4.4, the maximum aggregate number of Shares that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Person must not exceed 5% of the Issued Shares, calculated as at the date any Security Based Compensation is granted or issued to the Person, except as expressly permitted and accepted by the TSXV for filing under Part 6 of Policy 4.4 shall not be included in calculating this 5% limit.

3. The maximum aggregate number of Shares that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Consultant must not exceed 2% of the Issued Shares, calculated as at the date any Security Based Compensation is granted or issued to the Consultant, except that securities that are expressly permitted and accepted for filing under Part 6 of Policy 4.4 shall not be included in calculating this 2% limit.

4. The maximum aggregate number of Shares that are issuable pursuant to all Options granted in any 12 month period to all Investor Relations Service Providers in aggregate shall not exceed 2% of the Issued Shares, calculated as at the date any Option is granted to any such Investor Relations Service Provider.

5. All Awards and Shares issuable thereunder are subject to any applicable resale restrictions under Securities Laws and the Exchange Hold Period (as defined in the policies of the TSXV) and shall have affixed thereto any legends required under Securities Laws and the policies of the TSXV.

6. Notwithstanding the expiry date, redemption date or settlement date of any Award, such expiry date, redemption date or settlement date, as applicable, of the Award shall be extended to the tenth business day following the last day of a Blackout Period if the expiry date would otherwise occur in a Blackout Period.

7. Options can be exercisable for a maximum of ten years from the date of grant, subject to extension where the expiry date falls within a Blackout Period.

8. Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and any such other provisions as the Committee shall determine.

9. The Option Price for each grant of an Option under the Proposed Omnibus Equity Compensation Plan shall be determined by the Committee and shall be specified in the Award Agreement. The minimum exercise price of an Option shall not be less than the Discounted Market Price (as defined in the policies of the TSXV), provided that, if the Company does not issue a news release to

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announce the grant and the exercise price of an Option, the Discounted Market Price is the last closing price of the Shares before the date of grant of the Option less the applicable discount.

1. If a Participant dies while an Employee, Director of, or Consultant to, the Company or an Affiliate then the right to exercise such Options terminates on the earlier of: (i) the date that is 12 months after the Termination Date; and (ii) the date on which the exercise period of the particular Option expires. Any Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Company on the Termination Date.

2. Except as may otherwise be set out in a Participant’s employment agreement (which shall have paramountcy), where a Participant’s employment or term of office or engagement terminates (for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice)) then (i) any Options held by the Participant that are exercisable at the Termination Date continue to be exercisable by the Participant until the earlier of: (A) the date that is three months after the Termination Date; and (B) the date on which the exercise period of the particular Option expires; and (ii) any Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Company on the Termination Date,

3. Each Restricted Share Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Restricted Share Units granted, the settlement date for Restricted Share Units, and any such other provisions as the Committee shall determine, provided that no Restricted Share Unit shall vest (i) earlier than one year, or (ii) later than five years, after the date of grant, except that the Committee may in its sole discretion accelerate the vesting for a Participant who dies or who ceases to be an eligible Participant under the Proposed Omnibus Equity Compensation Plan in connection with a Change of Control.

4. A Participant shall have no voting rights with respect to any Restricted Share Units granted under the Proposed Omnibus Equity Compensation Plan.

5. If a Participant dies while an Employee, Director of, or Consultant to, the Company or an Affiliate then (i) any Restricted Share Units held by the Participant that have not vested as at the Termination Date shall vest immediately; and (ii) any Restricted Share Units held by the Participant that have vested as at the Termination Date shall be paid to the Participant’s estate in accordance with the terms of the Proposed Omnibus Equity Compensation Plan and Award Agreement.

6. Unless determined otherwise by the Committee, or as may otherwise be set out in a Participant’s employment agreement (which shall have paramountcy), where a Participant’s employment or term of office or engagement terminates for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), then any Restricted Share Units held by the Participant that have vested before the Termination Date shall be paid to the Participant, and any Restricted Share Units held by the Participant that are not yet vested at the Termination Date will be immediately cancelled and forfeited to the Company on the Termination Date.

7. Each Deferred Share Unit grant shall be evidenced by an Award Agreement that shall specify the number of Deferred Share Units granted, the settlement date for Deferred Share Units, and any other provisions as the Committee shall determine, including, but not limited to a requirement that Participants pay a stipulated purchase price for each Deferred Share Unit, restrictions based upon the achievement of specific performance criteria, time-based restrictions, restrictions under applicable laws or under the requirements of any stock exchange or market upon which the Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Deferred Share Units.

8. Each Award Agreement shall set forth the extent to which the Participant shall have the right to

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retain Deferred Share Units following termination of the Participant’s employment or other relationship with the Company or Affiliates. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Deferred Share Units issued pursuant to the Proposed Omnibus Equity Compensation Plan, and may reflect distinctions based on the reasons for termination. Any settlement or redemption of any Deferred Share Units shall occur within one year following the Termination Date.

1. The Compensation Committee (the “ Committee ”), at any time and from time to time, may grant Performance Shares and/or Performance Units to Participants in such amounts and upon such terms as the Committee shall determine, provided that, no Performance Shares and/or Performance Units shall vest earlier than one year after the date of grant, except that the Committee may in its sole discretion accelerate the vesting required for a Participant who dies or who ceases to be an eligible Participant under the Proposed Omnibus Equity Compensation Plan in connection with a Change of Control.

2. Each Performance Share and Performance Unit shall have an initial value equal to the FMV of a Share on the date of grant. The Committee shall set performance criteria for a Performance Period in its discretion, which, depending on the extent to which they are met, will determine, in the manner determined by the Committee and set forth in the Award Agreement, the value and/or number of each Performance Share or Performance Unit that will be paid to the Participant.

3. Subject to the terms of the Proposed Omnibus Equity Compensation Plan and the applicable Award Agreement, after the applicable Performance Period has ended, the holder of Performance Shares and/or Performance Units shall be entitled to receive payout on the value and number of Performance Shares and/or Performance Units, determined as a function of the extent to which the corresponding performance criteria have been achieved.

4. If a Participant dies while an Employee, Director of, or Consultant to, the Company or an Affiliate, then (i) the number of Performance Shares or Performance Units held by the Participant that have not vested shall be adjusted as set out in the applicable Award Agreement (the “Deemed Awards”); (ii) any Deemed Awards shall vest immediately; (iii) any Performance Shares and Performance Units held by the Participant that have vested shall be paid to the Participant’s estate in accordance with the terms of the Proposed Omnibus Equity Compensation Plan and Award Agreement; and (iv) any settlement or redemption of any Performance Units or Performance Shares shall occur within one year following the Termination Date.

5. Unless determined otherwise by the Committee, or as may otherwise be set out in a Participant’s employment agreement (which shall have paramountcy), where a Participant’s employment or term of office or engagement terminates for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), then (i) any Performance Units or Performance Shares held by the Participant that have vested before the Termination Date shall be paid to the Participant in accordance with the terms of the Proposed Omnibus Equity Compensation Plan and Award Agreement; (ii) any Performance Units or Performance Shares held by the Participant that are not yet vested at the Termination Date will be immediately cancelled and forfeited to the Company on the Termination Date; and (iii) any settlement or redemption of any Performance Units or Performance Shares shall occur within one year following the Termination Date.

6. Subject to the provisions of Proposed Omnibus Equity Compensation Plan or the Award Agreement, in the event of a Change of Control, the Committee shall have the discretion to unilaterally determine that all outstanding Awards shall be cancelled upon a Change of Control, and that the value of such Awards, as determined by the Committee in accordance with the terms of the Proposed Omnibus Equity Compensation Plan and the Award Agreements, shall be paid out in cash in an amount based on the Change of Control Price within a reasonable time subsequent to the Change of Control,

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subject to the approval of the TSXV.

1. Subject to certain exceptions set out in the Proposed Omnibus Equity Compensation Plan, and as otherwise provided by law, or TSXV rules, the Committee or Board may, at any time and from time to time, alter, amend, modify, suspend or terminate the Proposed Omnibus Equity Compensation Plan or any Award in whole or in part without notice to, or approval from, shareholders, including, but not limited to for the purposes of: (i) making any amendments not inconsistent with the Proposed Omnibus Equity Compensation Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board, it may be expedient to make, including amendments that are desirable as a result of changes in law or as a “housekeeping” matter; or (ii) making such changes or corrections which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

At the Meeting, the Shareholders will be asked to consider, and, if thought fit, to pass the following ordinary resolution approving the Proposed Omnibus Equity Compensation Plan (the “ Proposed Omnibus Equity Compensation Plan Resolution ”):

“BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1. The Proposed Omnibus Equity Incentive Compensation Plan is authorized, approved, and confirmed.

2. Any one director or officer of the Company, signing alone, be authorized to execute and deliver all such documents and instruments and to do such further acts, as may be necessary to give full effect to these resolutions or as may be required to carry out the full intent and meaning thereof.”

An ordinary resolution is a resolution passed at the Meeting by a simple majority of the votes cast by shareholders voting Shares at the Meeting.

In the absence of instructions to the contrary, proxies given pursuant to the solicitation by management will be voted FOR the Proposed Omnibus Equity Compensation Plan Resolution.

Approval of Current Stock Option Plan

The Company received shareholder approval of the Current Stock Option Plan at its last annual general meeting held on December 12, 2022. The TSXV requires listed companies that have “rolling” stock option plans in place to receive shareholder approval of such plan on a yearly basis at the Company’s annual general meeting. See “Information Concerning the Company – Current Stock Option Plan”.

In the event the Shareholders any do not approve the Proposed Omnibus Equity Compensation Plan Resolution at the Meeting, the Shareholders will be asked to consider, and, if thought fit, to pass the following ordinary resolution approving the Current Stock Option Plan (the “ Current Stock Option Plan Resolution ”):

“BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1. The Current Stock Option Plan is authorized, approved, and confirmed.

2. Any one director or officer of the Company, signing alone, be authorized to execute and deliver all such documents and instruments and to do such further acts, as may be necessary to give full effect to these resolutions or as may be required to carry out the full intent and meaning thereof.”

An ordinary resolution is a resolution passed at the Meeting by a simple majority of the votes cast by shareholders voting Shares at the Meeting.

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In the absence of instructions to the contrary, proxies given pursuant to the solicitation by management will be voted FOR the Current Stock Option Plan Resolution.

Approval of the Acquisition

At the Meeting, the Shareholders will be asked to consider, and, if thought fit, to pass the following ordinary resolution approving the Acquisition (the “ Acquisition Resolution ”):

“BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1. The acquisition of all the issued and outstanding shares of Sakumpu Exploration Oy by the Company from S2 Resources Ltd. pursuant to the Acquisition Agreement (as such term is defined in the management information circular of the Company dated July 31, 2024 (the “ Information Circular ”), in exchange for (a) $1,500,000 in cash, and (b) 13,750,000 common shares of the Company (the “ Consideration Shares ”) at a deemed price equal to the Financing Price, having an aggregate value of $5,500,000 (the “ Acquisition ”), as more particularly described in the Information Circular, be and is hereby authorized and approved.

2. Subject to the acceptance of the TSX Venture Exchange (the “ TSXV ”), the completion of the Acquisition on such terms and conditions as the board of directors of the Company may determine in its sole discretion, and all matters related and transactions ancillary thereto in accordance with the terms of the Acquisition Agreement, be and are hereby authorized and approved.

3. Notwithstanding the approval of these resolutions by the shareholders of the Company, or the approval of the Acquisition by the TSXV, the board of directors of the Company is hereby authorized and empowered without further notice to, or approval of, the shareholders of the Company (but subject to the terms of the Acquisition Agreement), to: (a) amend, modify or supplement the Acquisition Agreement in accordance with the respective terms and (b) not proceed with the Acquisition at any time prior to the closing of the Acquisition, respectively.

4. Any one director or officer of the Company be, and is hereby, authorized, empowered and instructed, acting for, in the name and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise, and to deliver or cause to be delivered all such other documents and to do or to cause to be done all such other acts and things as in such person’s opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing.”

Please see “Information Concerning the Company – General Development of the Business – Acquisition” for more information regarding the Acquisition.

The Board, after consultation with representatives of the Company’s management team and legal advisors and having taken into account such other matters as it considered necessary and relevant, unanimously determined that the Acquisition and the entering into of the Acquisition Agreement are in the best interests of the Company and authorized the Company to enter into the Acquisition Agreement and all related agreements. Accordingly, the Board unanimously recommends that Shareholders vote FOR the Acquisition Resolution.

In the absence of instructions to the contrary, proxies given pursuant to the solicitation by management will be voted FOR the Acquisition Resolution.

For the Acquisition to be implemented, the Acquisition Resolution must be passed by a simple majority (50% plus one vote) of the votes cast at the Meeting by Shareholders and who, being entitled to, vote in person or by proxy at a meeting of the shareholders of Company.

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Approval of the Disposition

At the Meeting, the Shareholders will be asked to consider, and, if thought fit, to pass the following ordinary resolution approving the Disposition (the “ Disposition Resolution ”):

“BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1. The granting to S2 Resources Ltd. of (a) an option to earn a 80% interest in the Company’s Silver Spoon, Ballarat West and Yuengroon projects; and (b) an option to earn a 51% interest in the Company’s Glenfine property, as more particularly described in the management information circular of the Company dated July 31, 2024, be and is hereby authorized and approved.

2. Subject to the acceptance of the TSX Venture Exchange (the “ TSXV ”), the completion of the Disposition on such terms and conditions as the board of directors of the Company may determine in its sole discretion, and all matters related and transactions ancillary thereto, be and are hereby authorized and approved.

3. Notwithstanding the approval of these resolutions by the shareholders of the Company, or the approval of the Disposition by the TSXV, the board of directors of the Company is hereby authorized and empowered without further notice to, or approval of, the shareholders of the Company (but subject to the terms of the Disposition Agreement), to: (a) enter into, amend, modify or supplement the Disposition Agreement in accordance with the respective terms and (b) not proceed with the Disposition at any time prior to the closing of the Disposition, respectively.

4. Any one director or officer of the Company be, and is hereby, authorized, empowered and instructed, acting for, in the name and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise, and to deliver or cause to be delivered all such other documents and to do or to cause to be done all such other acts and things as in such person’s opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing.”

Please see “Information Concerning the Company – General Development of the Business – Disposition” for more information regarding the Disposition.

The Board, after consultation with representatives of the Company’s management team and legal advisors and having taken into account such other matters as it considered necessary and relevant, unanimously determined that the Disposition and the entering into of the Disposition Letter of Intent are in the best interests of the Company and authorized the Company to enter into the Disposition Letter of Intent and all related agreements. Accordingly, the Board unanimously recommends that Shareholders vote FOR the Disposition Resolution.

In the absence of instructions to the contrary, proxies given pursuant to the solicitation by management will be voted FOR the Disposition Resolution.

For the Disposition to be implemented, the Disposition Resolution must be passed by a simple majority (50% plus one vote) of the votes cast at the Meeting by Shareholders and who, being entitled to, vote in person or by proxy at a meeting of the shareholders of Company. Pursuant to MI 61-101, the Company must also obtain minority approval for the Disposition. Minority approval is determined by excluding votes attached to securities that are beneficially owned or over which control or direction is exercised by interested parties, any party related to an interested party and a joint actor with any interested party or related party. In relation to this approval, the “minority shareholders” for the purpose of MI 61-101 will be all holders of Shares excluding the Shares held directly or indirectly by the Vendor. The Company intends to seek approval from a simple majority of the minority shareholders who cast votes at the Meeting to

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satisfy the requirement of minority approval under MI 61-101. See “Information Concerning the Company – General Development of the Business – The Disposition – Related Party Transaction”.

Other Matters

It is not known whether any other matters will come before the Meeting other than those set forth above and in the Notice of Meeting accompanying this Information Circular, but if any other matters do arise, the persons named in the proxy intend to vote on any poll, in accordance with their best judgment, exercising discretionary authority with respect to amendments or variations of matters ratified in the Notice of Meeting accompanying this Information Circular and other matters which may properly come before the Meeting or any adjournment.

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PROXY RELATED INFORMATION

The Company is providing this Information Circular and a form of proxy in connection with management’s solicitation of proxies for use at the Meeting to be held on September 3, 2024, and at any adjournments thereof. The Company will conduct its solicitation by mail and officers and employees of the Company may, without receiving special compensation, also telephone or make other personal contact. The Company will pay the cost of solicitation.

Appointment of Proxyholder

The purpose of a proxy is to designate persons who will vote the proxy on a shareholder’s behalf in accordance with the instructions given by the shareholder in the proxy. The persons whose names are printed in the enclosed form of proxy are officers or Directors of the Company (the “ Management Proxyholders ”).

A shareholder has the right to appoint a person other than a Management Proxyholder, to represent the shareholder at the Meeting by striking out the names of the Management Proxyholders and by inserting the desired person’s name in the blank space provided or by executing a proxy in a form similar to the enclosed form. A proxyholder need not be a shareholder.

Voting by Proxy

Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Shares represented by a properly executed proxy will be voted or be withheld from voting on each matter referred to in the Notice of Meeting in accordance with the instructions of the shareholder on any ballot that may be called for and if the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly.

If a shareholder does not specify a choice and the shareholder has appointed one of the Management Proxyholders as proxyholder, the Management Proxyholder will vote in favour of the matters specified in the Notice of Meeting and in favour of all other matters proposed by management at the Meeting.

The enclosed form of proxy also gives discretionary authority to the person named therein as proxyholder with respect to amendments or variations to matters identified in the Notice of the Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting.

Completion and Return of Proxy

Completed forms of proxy must be deposited at the office of the Company’s registrar and transfer agent no later than 11:00 a.m. (Vancouver Time) on August 29, 2024, or not later than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the Meeting, unless the chairman of the Meeting elects to exercise his discretion to accept proxies received subsequently.

To vote your proxy Online please visit: https://login.odysseytrust.com/pxlogin and click on VOTE. You will require the CONTROL NUMBER printed with your address to the right on your proxy form. If you vote by Internet, do not mail this proxy.

1. By Email to proxy@odysseytrust.com; or

2. By mail or personal delivery to Odyssey Trust Company, United Kingdom Building, 350 – 409 Granville Street, Vancouver, B.C. V6C 1T2; or

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1. By fax to Odyssey, to the attention of the Proxy Department at 1-800-517-4553 (toll free within Canada and the U.S.) or 416-263-9524 (international); or

2. By internet by going to https://login.odysseytrust.com/pxlogin and following the online voting instructions given to you.

Non-Registered Holders

Only shareholders whose names appear on the records of the Company as the registered holders of shares or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are “non-registered” shareholders because the shares they own are not registered in their names but instead registered in the name of a nominee such as a brokerage firm through which they purchased the shares; bank, trust company, trustee or administrator of self-administered RRSP’s, RRIF’s, RESP’s and similar plans; or clearing agency such as The Canadian Depository for Securities Limited (a “ Nominee ”). If you purchased your shares through a broker, you are likely a non-registered holder.

In accordance with securities regulatory policy, the Company has distributed copies of the Meeting materials, being the Notice of Meeting, this Information Circular and the Proxy, to the Nominees for distribution to non-registered holders.

Nominees are required to forward the Meeting materials to non-registered holders to seek their voting instructions in advance of the Meeting. Shares held by Nominees can only be voted in accordance with the instructions of the non-registered holder. The Nominees often have their own form of proxy, mailing procedures and provide their own return instructions. If you wish to vote by proxy, you should carefully follow the instructions from the Nominee in order that your Shares are voted at the Meeting.

If you, as a non-registered holder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or proxy provided by the Nominee and return the form to the Nominee in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

Non-registered holders who have not objected to their Nominee disclosing certain ownership information about themselves to the Company are referred to as “non-objecting beneficial owners” (“ NOBOs ”). Those non-registered holders who have objected to their Nominee disclosing ownership information about themselves to the Company are referred to as “objecting beneficial owners” (“ OBOs ”).

In accordance with the requirements of NI 54-101, the Company has elected to send the Meeting materials directly to NOBOs. By choosing to send these materials to you directly, the Company (and not the brokers (or their agents or nominees) holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the Meeting materials.

The Company does not intend to pay for Nominees to deliver the Meeting materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary to OBOs. As a result, OBOs will not receive the Meeting Materials unless their Nominee assumes the costs of delivery.

Notice-And-Access

The Company is not sending the Meeting materials to shareholders using “notice-and-access”, as defined under NI 54-101.

Revocability of Proxy

In addition to revocation in any other manner permitted by law, a shareholder, his or her attorney authorized in writing or, if the shareholder is a corporation, a corporation under its corporate seal or by an officer or

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attorney thereof duly authorized, may revoke a proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of the Company, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof, or with the chairman of the Meeting on the day of the Meeting.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as set out herein, no person who has been a director or executive officer of the Company at any time since the beginning of the Company’s last financial year, no proposed nominee for election to the Board, Incumbent Slate and Conditional Slate, and no Associate or Affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than the interests of individuals who are eligible participants and/or optionees under the Proposed Omnibus Equity Compensation Plan and the Current Stock Option Plan (as more particularly set out under “Particulars of Other Matters to be Acted Upon - Approval of Proposed Omnibus Equity Compensation Plan” and “Particulars of Other Matters to be Acted Upon - Approval of Current Stock Option Plan”).

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company is authorized to issue an unlimited number of common shares without par value, of which 58,370,530 Shares are issued and outstanding as at July 31, 2024. Persons who are registered shareholders at the close of business on July 22, 2024 will be entitled to receive notice of and vote at the Meeting and will be entitled to one vote for each Share held. The Company has only one class of shares.

To the knowledge of the Directors and executive officers of the Company, no person beneficially owns, controls or directs, directly or indirectly, Shares carrying 10% or more of the voting rights attached to all shares of the Company.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For the purposes of this Information Circular, “ Informed Person ” means: a director or executive officer of the Company; a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company; any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company, or a combination of both, carrying more than 10% of the voting rights attached to all outstanding voting securities of the Company, other than voting securities held by the person or company as underwriter in the course of a distribution; and the Company if it has purchased, redeemed or otherwise acquired any of its own securities, for so long as it holds any of its securities.

Other than in their capacity as a Shareholder and being treated equally to all other Shareholders, no informed person, no proposed director of the Company and no Associate or Affiliate of any such informed person or proposed director (Incumbent Slate and Conditional Slate), has any material interest, direct or indirect, in any material transaction since the commencement of the Company’s last completed financial year or in any proposed transaction, which, in either case, has materially affected or will materially affect the Company or its subsidiaries, except as follows:

Mark Bennett, a proposed Director of the Resulting Issuer, is currently the Executive Chairman of the Vendor. See “The Transaction”.

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RISK FACTORS

Investment in securities of the Company should be considered speculative due to the high-risk nature of the Company’s business and the present stage of the Company’s development. The following risk factors, as well as risks currently unknown to the Company, could materially adversely affect the future business, operations and financial condition of the Company and could cause them to differ materially from the estimates described in forward-looking statements herein relating to the Company or the Company’s business, property or financial results, each of which could cause investors to lose part or all of their investment in the Company’s securities. The risks set out below are not the only risks the Company faces; risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial may also materially and adversely affect the Company’s business, financial condition, results of operations and prospects. Investors should carefully consider the following risk factors prior to making an investment in the Company. While the Company engages in certain risk management practices, there can be no assurance that such measures will limit the occurrence of events that may negatively impact the Company as many factors are beyond the control of the Company.

Exploration, Development and Operating Risks

Mineral exploration and mining operations generally involve a high degree of risk. The Company’s operations are subject to all the hazards and risks normally encountered in the exploration, development and production of precious and base metals, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although adequate precautions to minimize risk will be taken, milling operations are subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas that may result in environmental pollution and consequent liability.

The exploration for and development of mineral deposits involves significant risks that 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 that 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 or development programs planned by the Company will result in a profitable commercial mining operation. 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, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

There is no certainty that the expenditures made by the Company towards the search and evaluation of mineral deposits will result in discoveries of commercial quantities of ore.

Liquidity and Controlling Shareholder Risk

Following completion of the Acquisition, the Vendor is expected to be a Control Person of the Company and will hold approximately 41.9% of the issued and outstanding Shares. Through its shareholdings and the Shareholder Rights Agreement, the Vendor may be able to exert significant influence on the board of directors of the Company, or to cause or prevent a change of control of the Company. Under Canadian law, an offer to purchase the Shares held by the Vendor, depending on the offer price, would not necessarily result in an offer to purchase the remaining Shares.

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The extent of the public float and trading volume and pricing of the Shares may be negatively affected by the significant holding of Shares of the Vendor following the completion of the Acquisition

Insurance and Uninsured Risks

The Company’s business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to the Company’s properties or the properties of others, delays in mining, monetary losses and possible legal liability.

Although the Company maintains insurance to protect against certain risks in such amounts as it considers reasonable, its insurance will not likely cover all the potential risks associated with a mining company’s operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Company or to other companies in the mining industry on acceptable terms. The Company might also become subject to liability for pollution or other hazards which may not be insured against or which the Company may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Environmental Risks and Hazards

All phases of the Company’s operations are subject to environmental regulation in the various jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations.

Environmental hazards may exist on the claims on which the Company holds interests which are unknown to the Company at present and which have been caused by previous or existing owners or operators of such claims.

Government approvals, approval of local inhabitants and permits are currently, and may in the future be required in connection with the Company’s operations. To the extent such approvals are required and not obtained, the Company may be suspended, curtailed or prohibited from continuing its mining operations or from proceeding with planned exploration or development of mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining and

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exploration companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Climate Change

Climate change may have an adverse effect on the Company’s operations, infrastructure and availability of mineral resources. Climate change may, among other things cause or result in changes in rainfall levels, higher temperatures, reduced water availability, increase sea levels, increase extreme weather events and resource shortages. Extreme weather events such as flooding or inadequate water supplies could disrupt operations, create resource shortages, damage property and equipment and increase health and safety risks on site. Such events or conditions could have other adverse effects on the Company’s workforce and the communities around the Company’s projects, such as an increased risk of food insecurity, shortage of consumables, water scarcity and prevalence of disease. Climate change may also result in lack of snow or adequate winter conditions required to drill in Finland.

Infrastructure

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s operations, financial condition and results of operations.

Land Title

The Company has not conducted surveys of the claims in which it holds direct or indirect interests and, therefore, the precise area and location of such claims may be in doubt. Accordingly, the Company’s mineral interests may be subject to prior unregistered liens, agreements, transfers or claims, and title may be affected by, among other things, undetected defects. In addition, the Company may be unable to complete exploration on its projects or to enforce its rights with respect to its mineral interests.

Finnish Exploration Claims

The Projects consist of nine granted exploration permits for 14,454 hectares and four exploration permit applications and a reservation area for a combined total of 21,009 hectares.

Amendments in Legislation

The Finnish Mining Act (621/2011, “ Mining Act ”, in Finnish: kaivoslaki ) and the Finnish Nature Conservation Act (9/2023, “ NCA ”, in Finnish: luonnonsuojelulaki ) have been amended several times, most recently in 2023. The latest amendments to the Mining Act and the new NCA have entered into force on June 1, 2023. The latest reforms have further strengthened the opportunities for local influence and environmental considerations. This places additional responsibilities on the operator and exposes it to resistance from local actors.

The maximum reservation period for an exploration permit is shortened from a maximum of 24 months to a maximum of 12 months from the date of the reservation notification. However, the authority may decide that the reservation decision will be valid for a maximum of two years if the party making the reservation demonstrates that there are special reasons in favour of deviating from the validity of the reservation provided, unless other reasons emerging during the processing of the reservation notice prevent the reservation decision from being granted for a period longer than twelve months.

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When an extension is being applied for an exploration permit that has been valid for at least ten years, an extension requires the applicant to demonstrate that the authorities or institutions responsible for the management of the area or the owners of the properties covering at least half of the exploration area have given their consent to the extension of the permit.

In instances where consent has not been acquired, the operator retains the option to petition the Finnish government for assistance in extending the exploration permit. The Finnish government reserves may endorse such applications provided that the execution of the project is deemed necessary for an important public interest. The project’s local and regional economic and employment impact and society’s raw material supply needs are considered when considering whether a project is necessary for an important public interest.

Municipalities were given a key role in approving mining activities. In accordance with the latest changes, mining activities must be based on a detailed plan or a legally binding local master plan in accordance with the Finnish Land Use and Building Act (132/1999, “ Land Use and Building Act ”, in Finnish: maankäyttö ja rakennuslaki , the Act will be will be divided into the Finnish Land Use Planning Act (in Finnish: alueidenkäyttölaki ) and the Finnish Building Act (in Finnish: rakentamislaki ) as of January 1, 2025). Municipalities have a monopoly on local master plan and detailed land use plans in Finland. The change means that if a municipality refuses to zone an area, mining activities cannot be initiated. In addition, decisions regarding the approval of plans can be appealed, which can result to delays in starting mining activities.

Impediments to granting of a mining permit have been amended so that a mining permit may not be granted if the operations are estimated to cause danger to public safety, highly significant detrimental environmental effects, or substantially weakens the living conditions or industrial conditions of the locality, and the said danger or impacts cannot be remedied through permit regulations. Previously, weakening of both living conditions and industrial conditions of the locality were necessary for permit issuance.

For a company intending to conduct mining activities in a Natura 2000 area, there are several issues to consider. The NCA imposes requirements regarding mining and exploration activities. Mining is prohibited in national parks (in Finnish: kansallispuisto ) and nature reserves (in Finnish: luonnonpuisto ), it may still be permitted in other nature conservation areas. However, mining activities are in principle prohibited in areas with protected habitat types or species. These habitats are safeguarded by law, and any disturbance requires an exemption permit from the Centre for Economic Development, Transport and the Environment (ELY Centre), granted only for specific reasons outlined in the NCA.

Furthermore, the NCA stipulates that the natural values underlying the protection of a Natura 2000 site must not be significantly impaired. The competent authority cannot approve a project or plan if it will significantly damage these natural values. However, the Finnish Government may grant exemptions for projects deemed to serve overriding public interests, provided there are no viable alternatives. If the site contains priority habitats or species as per the EU Habitats Directive (92/43/EEC), government approval requires justification based on human health, public safety, environmental interest, or other public interests. In such cases, an opinion from the European Commission is necessary. Therefore, companies must navigate stringent regulations and potential environmental and legal challenges when undertaking mining activities in Natura 2000 areas.

No Revenue and Negative Cash Flow

The Company has negative cash flow from operating activities and does not currently generate any revenue. The Company has not commenced development or commercial production on any property. There can be no assurance that significant losses will not occur in the near future or that the Company will be profitable in the future. The Company’s operating expenses and capital expenditures may increase in subsequent years as a result of the consultants, personnel and equipment associated with advancing exploration, development and commercial production of the Company’s properties. The Company expects to continue to incur losses

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unless and until such time as it enters into commercial production and generates sufficient revenues to fund its continuing operations. The development of the Company’s properties will require the commitment of substantial resources to conduct time-consuming exploration and development. There can be no assurance that the Company will ever generate positive operating cash flow or achieve profitability.

Competition

The mining industry is competitive in all of its phases. The Company faces strong competition from other mineral exploration and mining companies in connection with the acquisition of properties producing, or capable of producing, precious and base metals. Many of these companies have greater financial resources, operational experience and technical capabilities than the Company. As a result of this competition, the Company may be unable to maintain or acquire attractive mining properties on terms it considers acceptable or at all. Consequently, the Company’s operations and financial condition could be materially adversely affected.

The Company also faces strong competition from other mineral exploration and mining companies for mineral exploration services and supplies, including qualified exploration staff and exploration and drilling contractors, due to large levels of activity in the mineral sector over the past few years. Accordingly, the availability and cost of necessary mineral exploration services and supplies may pose challenges to the timely and cost-effective completion of exploration programs, and the Company will be compelled to pay market rates in order to carry on its business. Consequently, the Company’s exploration progress, operations and financial condition could be materially adversely affected.

Additional Capital

The exploration and development of the Company’s mineral interests will require substantial additional financing. The only source of future funds presently available to the Company is through the issuances of debt and/or equity, or the offering by it of an interest in any of its properties to be earned by another party or parties carrying out further exploration or development thereof. There is no assurance such sources will be available on favourable terms or at all. If available, future equity financings may result in substantial dilution to current shareholders. Failure to obtain sufficient financing may result in delaying or indefinite postponement of exploration, development or production on any part or all of the Company’s mineral interests or even a loss of property interest.

Acquisition of Additional Mineral Properties

There is no assurance that the Company will be able to acquire other mineral properties of merit, whether by way of option or otherwise, should the Company wish to acquire any additional properties.

Commodity Prices

The price of the Shares, the Company’s financial results and exploration, development and mining activities may in the future be significantly adversely affected by declines in the price of gold and cobalt. Precious and base metal mineral prices fluctuate widely and are affected by numerous factors beyond the Company’s control such as the sale or purchase of such commodities by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of major precious and base metal mineral-producing countries throughout the world.

The prices of gold and cobalt have fluctuated widely in recent years, and future serious price declines could cause continued development of and commercial production from the Company’s mineral interests to be impracticable. Depending on the price of gold and cobalt, cash flow from mining operations may not be sufficient and the Company could be forced to discontinue production and may lose its interest in, or may be forced to sell, some of its properties. Future production from the Company’s mineral interests will be

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dependent on precious and base metal mineral prices that are adequate to make these properties economic.

In addition to adversely affecting the Company’s reserve estimates and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause delays or may interrupt operations until the reassessment can be completed.

Exchange Rate Fluctuations

Exchange rate fluctuations may affect the costs that the Company incurs in its operations. Precious and base metal minerals are generally sold in US dollars and the Company’s costs are incurred principally in Euros and Canadian dollars. The appreciation of non-US dollar currencies against the US dollar could increase the cost of precious and base metal mineral exploration and production in US dollar terms.

Government Regulation

The mining, processing, development and mineral exploration activities of the Company are subject to various laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters.

Although the Company’s exploration and development activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail exploration, production or development. Amendments to current laws and regulations governing operations and activities of exploration, mining and milling or more stringent implementation thereof could have an adverse impact on the Company.

In particular, the Company’s current activities, including any exploration and development activities and commencement of production on its properties, require permits from various governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine, dam and radiation safety and other matters. Companies engaged in exploration activities and in the development and operation of mines and related facilities generally experience increased costs, and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits. The Company provides no assurance that we will obtain, on reasonable terms or on a timely basis, any of the permits we require for exploration, construction of mining facilities and conduct of mining operations, or that such laws and regulations would not have an adverse effect on any mining project that we may undertake.

As the Resulting Issuer’s principal project will be in Finland, it must comply with the applicable laws, regulations and policies of such country and may face additional risks related to changes in laws or policies, foreign taxation, delays or the inability to obtain necessary governmental permits and increased financing costs.

Existing and possible future environmental legislation, regulations and actions could cause additional expense, capital expenditures, restrictions and delays in the Company’s activities, the extent of which cannot be predicted.

Failure to comply with applicable laws, regulations, and permits may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. The Company may be required to compensate those suffering loss or

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damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

Political Risk

After completion of the Acquisition and the Disposition, the Company will operate or hold investments in Finland and Canada. The Company does not currently regard the political nature of these countries as a deterrent to operations or investment. Future government actions concerning economic policy or the operations and regulations of critical resources such as mines could have a significant effect on the Company. The Company does not have, nor does it plan to purchase, any type of political risk insurance, for any of the countries in which it operates.

Market Price of Shares

Securities of micro-cap and small-cap companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in North America and globally, and market perceptions of the attractiveness of particular industries. The price of the Shares is also likely to be significantly affected by short-term changes in precious and base metal mineral prices or in its financial condition or results of operations as reflected in its quarterly earnings reports. Other factors unrelated to the Company’s performance that may have an effect on the price of the Shares include the following: the extent of analytical coverage available to investors concerning the Company’s business may be limited if investment banks with research capabilities do not follow the Company’s securities; lessening in trading volume and general market interest in the Company’s securities may affect an investor’s ability to trade significant numbers of Shares; the size of Company’s public float may limit the ability of some institutions to invest in the Company’s securities; and a substantial decline in the price of the Shares that persists for a significant period of time could cause the Company’s securities, if listed on an exchange, to be delisted from such exchange, further reducing market liquidity.

As a result of any of these factors, the price of the Shares at any given point in time may not accurately reflect the Company’s long-term value.

Dividend Policy

No dividends on the Shares have been paid by the Company to date. Payment of any future dividends will be at the discretion of the Company’s board of directors after taking into account many factors, including the Company’s operating results, financial condition and current and anticipated cash needs.

Dilution to Shares

As of July 31, 2024, the Company had 58,370,500 Shares issued and outstanding. Any increase in the number of Shares issued and outstanding and the possibility of sales of such shares may have a depressive effect on the price of the Shares. In addition, as a result of such additional Shares, the voting power of the Company’s existing shareholders may be diluted.

Future Sales of Shares by Existing Shareholders

Sales of a large number of Shares in the public markets, or the potential for such sales, could decrease the trading price of the Shares.

Key Executives

The Company is dependent on the services of key executives, including the directors of the Company and a small number of highly skilled and experienced executives and personnel. Due to the relatively small size

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of the Company, the loss of these persons or the Company’s inability to attract and retain additional highly skilled employees may adversely affect its business and future operations.

Conflicts of Interest

Certain of the directors and officers of the Company also serve as directors and/or officers of other companies involved in natural resource exploration and development and consequently there exists the possibility for such directors and officers to be in a position of conflict. The directors and officers have a duty to the Company, however, to avoid conflicts of interest and deal with them appropriately if they do arise. Any decision made by any of such directors and officers involving the Company should be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of the Company and its shareholders. In addition, each of the directors is required to declare and refrain from voting on any matter in which such directors may have a conflict of interest in accordance with the procedures set forth in the BCBCA and other applicable laws.

Use of Proceeds

The Company intends to allocate the net proceeds of the Concurrent Financing as described in this Information Circular. However, management will have the discretion in the actual application of the net proceeds, and may elect to allocate the proceeds differently if they believe it would be in the Company’s best interest to do so as circumstances change. The failure by management to apply these funds effectively could have a material adverse effect on the business of the Resulting Issuer.

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INFORMATION CONCERNING THE COMPANY

Corporate Structure

Name and Incorporation

The Company was incorporated under the Business Corporations Act (Ontario) (the “ OBCA ”) on March 6, 2018 under the name “Skarb Exploration Corp.”. On December 9, 2020, the Company changed its name to “Outback Goldfields Corp.”. On January 15, 2021, the Company discontinued from the Province of Ontario under Section 181 of the OBCA and the continuance of the Company into the Province of British Columbia under Section 302 of the BCBCA.

The Company’s head office is located at Suite 600 – 1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3 and its registered and records office is located at 353 Water Street, Suite 401, Vancouver, British Columbia V6B 1B8. The Shares are listed for trading on the TSXV.

Intercorporate Relationships

The Company has one direct subsidiary, Outback Goldfields Australia Pty Ltd., which was incorporated in Australia.

General Development of the Business

The Company’s principal business is the acquisition, exploration and development of resource properties for the mining of precious or base metals. The Shares are listed on the TSXV under the symbol “OZ” and began trading on the TSXV on January 6, 2022. Prior to such date, the Shares were listed on the Canadian Securities Exchange.

During the year ended June 30, 2023, at the Yeungroon project, a grid-based, shallow reconnaissance-style drill program was executed to drill through barren cover rocks and map and sample the top of bedrock. This Phase 2 air-core drill program expanded on the previously reported Phase 1 air-core drill program executed in mid-2022, comprised 2,400 meters of shallow, top of bedrock drilling primarily along east-west oriented roads. A highly portable air-core drill rig was used to sample and map the top of bedrock below cover. A footprint of approximately 6.0 kilometers wide and 3.2 kilometers long was tested along three roads spaced approximately 1.5 kilometers apart. Holes were vertical and collared on 100-meter centers along the roads and were drilled to an average depth of 17 meters. Cuttings from each drill run were analyzed using a portable x-ray fluorescence spectrometer (pXRF). The focus for these analyses was pathfinder element geochemical concentrations (e.g., arsenic). Based on these results, together with the identification of quartz chips in the drill cuttings, a total of 1462 samples were then selected for follow up laboratory testing using low-detection fire assay gold analyses. These analyses represent only 60% of total meters drilled therefore additional gold analyses from other holes are warranted. The program was successful at defining a new broad zone of gold anomalism associated with a large-scale, open-ended arsenic anomaly. Further details are provided in the Company’s press releases available on the Company’s website.

The Silver Spoon Exploration Licence was granted in March, 2023, near the world-class Fosterville gold mine in central Victoria, Australia. Silver Spoon is contiguous with Agnico Eagle’s Fosterville exploration licences to the west and only 10 km north of Mandalay Resources Costerfield mine. Previous exploration at Silver Spoon was focused on the Crosbie target, located near a contact with the Devonian aged Crosbie granite. The Crosbie granite is prospective for gold-antimony mineralization, a hallmark geochemical signature of the nearby Fosterville gold mine. The Crosbie target is marked by an open-ended, 900 by 300 meter, gold-in-soil anomaly with anomalous gold in rock-chip samples. A systematic exploration program has commenced consisting of property-wide soil and rock geochemical surveys over prospective areas as well as to verify and expand on results from the Crosbie anomaly.

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Exploration at Ballarat West was focused on the Berry Sauce corridor centred approximately 5 km northwest of the Ballarat gold fields which produced over 13 million ounces of gold in the past. Select samples from the over 2,000 collected soils samples were analyzed at SGS for full multi-element geochemistry for analytical control on the companies routine pXRF analyses. Additional infill soil grids were completed between the completed widely spaced reconnaissance sample traverses. With the granting of the Silver Spoon licence and focus on the Yeungroon project, further Ballarat West work has been reduced in order for the Company to focus on the most prospective priorities. As such, for IFRS purposes the project was written down on the Company’s books.

Exploration at Glenfine was reduced following the October 2022 release of the Golden Jacket mine target drilling. Although the program yielded insightful geological information and defined possible extensions to mineralization, the Company prioritized its other projects for current work programs.

Acquisition

The Company entered into the Acquisition Agreement on May 9, 2024. Trading in the Shares was halted by CIRO at the request of the Company on March 1, 2024, in anticipation of the announcement of the Acquisition. On July 30, 2024, the Company received the TSXV’s conditional acceptance of the Acquisition, with the TSXV’s final acceptance being subject to the fulfilment of customary closing conditions.

Pursuant to the Acquisition Agreement, the Company will purchase all of the issued and outstanding shares of the Target from the Vendor Subsidiary in exchange for (a) $1,500,000 in cash, and (b) 13,750,000 Consideration Shares at a deemed price equal to the Financing Price, having an aggregate value of $5,500,000. Upon closing of the Acquisition, the Target will become a wholly-owned subsidiary of the Company. The Resulting Issuer will continue to operate within the mining sector, involved initially in exploration and development of precious and base metals properties, and continue to be listed on the TSXV as a Tier 2 mining issuer.

Following closing of the Acquisition, the proposed Resulting Issuer Board will be comprised of Craig Parry (currently Chairman of the Company), Chris Donaldson (currently President, CEO and a director of the Company), Louis Archambeault (currently a director of the Company), Eric Zaunscherb (a director of the Company) and Mark Bennett (a nominee of the Vendor).

The Company will undergo the Consolidation and change its name to “Valkea Resources Corp.” in connection with the closing of the Acquisition.

The Company commissioned the Authors to prepare a report with respect to the Paana Project. The authors were retained to complete the Technical Report in a form consistent with NI 43-101. Each of the Authors is a “Qualified Person” for the purposes of NI 43-101. The information in this Information Circular regarding the Paana Project is derived from the Technical Report, titled “NI 43-101 Technical Report – Paana Project”. For further details, see the discussion in this Information Circular under “Information Concerning the Paana Project”. The complete Technical Report is filed on SEDAR+.

Agentis Capital Mining Partners (“ Agentis ”) acted as financial advisor to the Company in connection with the Acquisition. In consideration for its services, Agents will earn an advisory fee comprised of (a) a cash fee in the amount of $300,000 (the “ Advisory Fee ”), and (b) an equity fee of $200,000, payable in Shares at a deemed price equal to the Financing Price (the “ Advisory Shares ”).

Acquisition Agreement

The following discussion of the Acquisition Agreement is intended to provide a general review and summary only. For details, reference should be made to the Acquisition Agreement available on SEDAR+, which is incorporated by reference in its entity in this Information Circular. Shareholders are encouraged to read the Acquisition Agreement in its entirety. Upon request, the Company will promptly provide a copy

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of the Acquisition Agreement free of charge to a securityholder of the Company.

General

Pursuant to the Acquisition Agreement, the Vendor Subsidiary will sell, and the Company will purchase, all of the issued and outstanding shares of the Target. The consideration payable to the Vendor Parties under the Acquisition Agreement is an aggregate of $7,000,000, payable as follows: (i) $1,500,000 in cash, and (b) 13,750,000 Consideration Shares at a deemed price equal to the Financing Price, having an aggregate value of $5,500,000.

Covenants

The Acquisition Agreement contains various customary covenants for transactions of this nature, including those of the Vendor Parties with respect to the Vendor Parties and the Target, and those of the Company with respect to the Company.

The mutual covenants relate to, among other things: actions to satisfy closing conditions, notice of certain events and public statements.

The covenants of the Vendor Parties relate to, among other things: conduct of business of the Target, access, insurance matters, provision of technical information, financial statements, title opinion and this Information Circular.

The covenants of the Company relate to, among other things: shareholder approval for the Acquisition, this Information Circular and conduct of business.

Representations and Warranties

The Acquisition Agreement contains various customary representations and warranties for transactions of this nature, including those of the Vendor Parties with respect to the Vendor Parties and the Target, and those of the Company with respect to the Company.

The representations and warranties of the Vendor Parties relate to, among other things: securities law matters, existence of the Vendor Parties and the Target, execution, delivery and enforceability of the Acquisition Agreement, no conflict, ownership of the shares of the Target, equity interests and other outstanding investment obligations of the Target , consents, other agreements to purchase, options, financial statements of the Target, liabilities, indebtedness, mining rights, permits, real and personal property agreements, agreements and commitments, environmental matters, books and records, insurance, compliance with laws, non-governmental organizations and community groups, cultural heritage and nature reserve areas, litigation, taxes, employment matters, intellectual property, unlawful contributions, finders’ fees, transactions with related parties, subsidies and grants and bankruptcy proceedings.

The representations and warranties of the Company relate to, among other things: existence and corporate approvals, execution, delivery and enforceability of the Acquisition Agreement, no conflict, consents and regulatory approvals, the Shares, reporting issuer status of the Company, transfer agent for the Company, bankruptcy proceedings and unlawful contributions.

Mutual Conditions in Favour of the Company and the Vendor Parties

The respective obligations of the Company and the Vendor Parties to complete the transaction are subject to the satisfaction, on or before the Closing Date, of the following conditions precedent, each of which may only be waived by the mutual consent of the parties:

• (a) no preliminary or permanent injunction or other order, decree or ruling issued by a governmental authority, and no statute, rule, regulation or executive order promulgated or

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enacted by a governmental authority, which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the Acquisition, will be in effect;

• (b) completion of the Concurrent Financing by no later than July 31, 2024;

• (c) approval of the Acquisition by the Shareholders; and

• (d) receipt of TSXV approval.

The Company’s Conditions

The obligations of the Company to complete the transactions contemplated by the Acquisition Agreement are also subject to the satisfaction, on or before the Closing Date, of each of the following conditions precedent (each of which is for the exclusive benefit of the Company and may be waived by the Company):

• (a) the truth and accuracy of the representations and warranties made by the Vendor Parties in the Acquisition Agreement;

• (b) the performance by the Vendor Parties of all their respective covenants, conditions and agreements required by the Acquisition Agreement;

• (c) no material adverse change with respect to the Target or the Paana Project will have occurred; and

• (d) all of the Vendor Parties’ closing deliveries being tabled.

The Vendor Parties’ Conditions

The obligations of the Vendor Parties to complete the transactions contemplated by the Acquisition Agreement are also subject to the satisfaction, on or before the Closing Date, of each of the following conditions precedent (each of which is for the exclusive benefit of the Vendor Parties and may be waived by the Vendor Parties):

• (a) the truth and accuracy of the representations and warranties made by the Company in the Acquisition Agreement;

• (b) the performance by the Company of all its respective covenants, conditions and agreements required by the Acquisition Agreement;

• (c) no material adverse change with respect to the Company will have occurred; and

• (d) all of the Company’s closing deliveries being tabled.

Termination of the Acquisition Agreement

The Acquisition Agreement may be terminated at any time prior to the Closing Date:

• (a)

• by written agreement of the Company and the Vendor Parties;

• (b) by either the Company on the one hand, or the Vendor Parties on the other hand, if after the date hereof, there will be enacted or made any applicable law, or a governmental authority will have issued any final order permanently restraining or enjoining or otherwise prohibiting the Acquisition;

• (c) by the Vendor Parties by written notice to the Company, if (A) any representation or

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warranty of the Company in the Acquisition Agreement is untrue or incorrect, (B) the Company is in default in any material respect of any of its covenants or obligations in the Acquisition Agreement, or (C) a material adverse change with respect to the Company will have occurred;

• (d) by the Company by written notice to the Vendor Parties, if (A) any representation or warranty of the Vendor Parties contained in the Acquisition Agreement is untrue or incorrect, (B) the Vendor Parties are in default in any material respect of any of their covenants or obligations in the Acquisition Agreement, or (C) a material adverse change with respect to the Target will have occurred; or

• (e) if the Acquisition is not completed by the date that is 90 days from closing of the Concurrent Financing.

Shareholder Rights Agreement

As indicated above, in connection with the Acquisition Agreement, the Company will be granting certain rights to the Vendor under the Shareholder Rights Agreement. The following is a discussion of the Shareholder Rights Agreement intended to provide a general review and summary only. For details, reference should be made to the form of Shareholder Rights Agreement appended to the Acquisition Agreement at Schedule “E”.

Nomination Right

For so long as the Vendor’s ownership interest is at least 10%, the Vendor will be entitled to designate one nominee to serve as a director of the Company. For so long as the Vendor’s ownership interest is at least 20%, the Vendor will be entitled to designate two nominees to serve as directors of the Company.

The Vendor has informed the Company that it intends to nominate one nominee to serve as a director of the Company at the Meeting, being Mark Bennett.

Subject to the Vendor’s prior written consent, until the market capitalization of the Company exceeds $50,000,000, the maximum size of the Board will be limited to five directors.

Registration Rights

At any one time during any two calendar year period, the Vendor may require the Company to qualify the securities of the Company held by the Vendor for distribution under Canadian securities laws.

For so long as the Vendor’s ownership interest is at least 20%, if the Company proposes to qualify, distribute or register any securities of the Company under Canadian securities laws in a form and manner which would permit qualification of securities of the Vendor, the Company is required to include in such qualification or registration all securities of the Vendor in respect of which the Company has received a request from the Vendor for inclusion.

Participation Rights

For so long as the Vendor’s ownership percentage is at least 10%, the Company must provide the Vendor with notice of the issuance of securities of the Company. The Vendor will be entitled to subscribe for and to be issued equity securities on the same terms and conditions as such offering (the “ Participation Right ”) to maintain its pro rata equity ownership percentage in the Company.

- Top Up Rights

For so long as the Vendor’s ownership percentage is at least 10%, the Vendor is also entitled to subscribe for and to be issued equity securities of the Company up to such number of securities that will allow it to

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maintain or acquire the pro rata ownership percentage that the Vendor would have had prior to any dilutive issuances of securities by the Company, including issuances through any security-based compensation agreements or other issuance of shares where the Participation Right did not apply (the “ Top-Up Right ”). The Top-Up Right becomes exercisable from time to time following dilutive issuances.

Restrictions on Transfers and Sale of Securities

Pursuant to the Shareholder Rights Agreement, the Vendor has agreed (a) not to dividend or otherwise distribute any Shares to its shareholders; (b) not to sell or agree to sell (or announce any intention to do so) any Shares for a period of 12 months following the date of the Shareholder Rights Agreement; and (c) for so long as its ownership percentage is at least 20%, to notify the Company of any intention to sell securities of the Company and then cooperate with the Company in respect of such sale.

The Vendor has also agreed to customary standstill provisions during a period of 12 months following the date of the Shareholder Rights Agreement.

Termination of the Shareholder Rights Agreement

Except in certain circumstances, the Shareholder Rights Agreement will automatically terminate and be of no further force and effect, on the date which is 30 days after the Vendor’s ownership percentage ceases to be at least 10% for a continuous period of at least three months.

Concurrent Financing

The Company completed the Concurrent Financing First Tranche on June 21, 2024. The Company intends to complete the Concurrent Financing Second Tranche on or about July 31, 2024.

The Subscription Receipts are governed by the Subscription Receipt Agreement. Each Subscription Receipt will, upon satisfaction of the Escrow Release Conditions and without the payment of any additional consideration, automatically convert into one Post-Consolidation Share and one common share purchase warrant (a “ Warrant ”) in the capital of the Company, with each whole Warrant exercisable to acquire one Post-Consolidation Share at the Warrant Exercise Price for a period of 36 months. Should the closing price at which the Shares trade equal or exceed $0.90 for 20 consecutive trading days following the date that is four months after the closing date of the Concurrent Financing, the Company may accelerate the term of the Warrants to the date which is 30 trading days following the date a notice is provided to holders of the Warrants and a press release is issued by the Company.

The gross proceeds of the Concurrent Financing have been placed into escrow and will be released to the Company, subject to the receipt of all required corporate, shareholder and regulatory approvals in connection with the Acquisition and the completion or satisfaction of all Escrow Release Conditions as set out in the Subscription Receipt Agreement. Provided that the Escrow Release Conditions are satisfied or waived (where permitted) prior to the Escrow Release Deadline, the Escrowed Proceeds (together with interest earned thereon) will be released to the Company. However, in the event that the Escrow Release Conditions are not satisfied by the Release Deadline, or if prior to such time, (a) the Acquisition Agreement is terminated or (b) the Company announces to the public that it does not intend to complete the Acquisition, the Escrowed Proceeds together with the pro rata portion of any interest earned thereon (net of any applicable withholding tax) will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled.

In connection with the Concurrent Financing, certain arm’s length persons may be eligible to receive finder’s fees in accordance with TSXV policies, payable in cash and warrants (each, a “ Finder’s Warrant ”), representing up to 6% of the proceeds placed by such persons. Each Finder’s Warrant is exercisable into one Post-Consolidation Share and one Warrant at the Financing Price for a period of 36 months. The Finder’s Warrants will be subject to accelerated expiry on the same terms as the Warrants.

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All securities issued in connection with the Concurrent Financing will be subject to a four-month hold period imposed by Canadian securities laws and the policies of the TSXV.

The Company intends to use the proceeds of the Concurrent Financing for the development of the Paana Project and general working capital purposes. For further information on the use of the Concurrent Financing proceeds, see the disclosure in this Information Circular under “Information Concerning the Paana Project” and “Information Concerning the Resulting Issuer – Available Funds and Principal Purposes”.

Disposition

The Company entered into the Disposition Letter of Intent on February 28, 2024. Pursuant to the Disposition Letter of Intent, the Company will grant to the Vendor (a) an option to earn a 80% interest in the JV Projects by incurring minimum exploration expenditures of A$1,000,000 within a period of 48 months; and (b) an option to earn a 51% interest in the Glenfine Project by incurring minimum exploration expenditures of A$200,000 within a period of 48 months.

Disposition Letter of Intent

The following discussion of the Disposition Letter of Intent is intended to provide a general review and summary only. For details, reference should be made to the Disposition Letter of Intent available on SEDAR+, which is incorporated by reference in its entity in this Information Circular. Shareholders are encouraged to read the Disposition Letter of Intent in its entirety. Upon request, the Company will promptly provide a copy of the Disposition Letter of Intent free of charge to a securityholder of the Company.

The Disposition Letter of Intent outlines the principal terms and conditions for the Disposition. Specifically, the Disposition Letter of Intent contemplates that:

• The Vendor will have the sole and exclusive option (the “ JV Option ”) to acquire an 80% interest in the JV Projects by incurring minimum exploration expenditures of A$1,000,000 within 48 months (the “ JV Earn-In Period ”) on the JV Projects (the “ JV Project Expenditures ”). Upon completion of the JV Project Expenditures, the Vendor will have earned a 80% interest in the JV Projects. Upon 60 days’ notice in writing to the Company, the parties will enter into a joint venture (the “ Joint Venture ”) for the further exploration and/or development of the JV Projects, during which 60 day period the parties will negotiate in good faith and enter into a customary form of joint venture agreement (the “ Joint Venture Agreement ”) governing the terms and conditions of the Joint Venture. The Company, or an associated company, will retain a 2% net smelter returns royalty on the JV Projects, which will include a buyback provision of 2% for C$2,000,000. The Vendor will be the operator of the JV Projects during the JV Earn-In Period and will be responsible for meeting all amounts required to maintain the JV Projects in good standing.

• The Vendor will have the sole and exclusive option (the “ Glenfine Option ”) to acquire a 51% interest in the Glenfine Project by incurring minimum expenditures of A$200,000 within 48 months (the “ Glenfine Earn-In Period ” and, together with the JV Earn-In Period, the “ Option Period ”) on the Glenfine Project (the “ Glenfine Expenditure s”). Upon completion of the Glenfine Expenditures, the Vendor will have earned a 51% interest in the Glenfine Project. Upon 60 days’ notice in writing to the Company, the parties will enter into a joint venture (the “ Glenfine Joint Venture ”) for the further exploration and/or development of the Glenfine Project, during which 60 day period the parties will negotiate in good faith and enter into a customary form of joint venture agreement (the “ Glenfine Joint Venture Agreement ”) governing the terms and conditions of the Glenfine Joint Venture with the JV Owners, as necessary. The Vendor will be the operator of the Glenfine Project during the Glenfine Earn-In Period and is responsible for meeting all amounts required to maintain the Glenfine Project in good standing.

Cape Clear Minerals Pty Ltd. and Predictive Discovery Limited (the “ JV Owners ”) own a 49%

52

joint venture interest in the Glenfine Project, pursuant to a mining and joint venture agreement dated July 7, 2020. Pursuant to such agreement, the JV Owners have an option (the “ Pre-Emptive Right ”), exercisable within 45 business days after receiving a formal disposal notice from the Company, to acquire the JV Interest upon the same terms as the Glenfine Option.

The Disposition Letter of Intent includes customary provisions governing operations during the Option Period, including. The Disposition Letter of Intent also requires the Company to deal exclusively and in good faith with the Vendor in regards to the Disposition until the earlier of (a) the date of the execution of the Disposition Agreement, or (b) the date, if any, upon which the Disposition Letter of Intent is terminated in accordance with its terms.

The Disposition Letter of Intent will terminate on the earlier of (a) the entering into the Disposition Agreement; (b) termination of the Acquisition; or (c) such other date as may be mutually agreed to between the Company and the Vendor.

Disposition Agreement

Pursuant to the Disposition Letter of Intent, the Company and the Vendor agreed to use their commercially reasonable efforts to consummate the Disposition in a timely manner and to enter into the Disposition Agreement on or before December 31, 2024. The Disposition Agreement will include the key terms of the Joint Venture Agreement and the Glenfine Joint Venture Agreement and will provide for a number of conditions to be met at or prior to closing of the Disposition, including, but not limited to: (i) the Company having obtained all required security holder approval for the Disposition; (ii) all government, regulatory, share exchange and other third party approvals and consents which are necessary in order to allow the parties to complete the Disposition will have been obtained; and (iii) in the case of the Glenfine Option, the waiver of the Pre-Emptive Right by the JV Owners.

Completion of the Disposition is subject to a number of significant conditions, including closing of the Acquisition, negotiation and execution of the Disposition Agreement, and acceptance of the TSXV. The Company has not yet entered into the Disposition Agreement or made an application to the TSXV for acceptance of the Disposition. The Disposition will not proceed until the Acquisition is completed. There can be no assurance that the Disposition Agreement will be entered into. Even if the Disposition Agreement is entered into, there can be no assurance that the Disposition will be completed.

Related Party Transaction

The Company is a reporting issuer in the Provinces of British Columbia, Alberta and Ontario, and is subject to Policy 5.9 of the TSXV and MI 61-101. MI 61-101 is intended to regulate insider bids, issuer bids, business combinations, going private transactions and related party transactions to ensure that all stakeholders are treated in a manner that is fair, and perceived to be fair, by requiring in certain transactions, enhanced disclosure, valuation, review and approval processes. As the Vendor will be a control person of the Company at the time of the Disposition, the Disposition will constitute a Related Party Transaction and will therefore be subject to the requirements of MI 61-101 and specifically the requirements of Part 5 set out therein.

Prior Offers

Other than with respect to the Disposition Letter of Intent entered into with the Vendor, as described above, during the 24 months before the Disposition was agreed to pursuant to the Disposition Letter of Intent, the Company did not receive any bona fide prior offer that relates to the subject matter of or is otherwise relevant to the Disposition.

Prior Valuations

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To the knowledge of the Company and its directors and senior officers, after reasonable inquiry, there are no prior formal valuations (as such term is defined in MI 61-101) relating to the Disposition or that is otherwise relevant to the transaction made in the 24 months preceding the date hereof.

Shareholder Approval Required

The Disposition will be a Related Party Transaction within the meaning of MI 61-101. Subject to certain exemptions found under MI 61-101, no Related Party Transaction shall be carried out in respect of an issuer unless minority approval for the Related Party Transaction has been obtained. Minority approval is determined by excluding votes attached to securities that are beneficially owned or over which control or direction is exercised by interested parties, any party related to an interested party and a joint actor with any interested party or related party. In relation to this approval, the “minority shareholders” for the purpose of MI 61-101 will be all holders of Shares excluding the Shares held directly or indirectly by the Vendor. The Company intends to seek approval from a simple majority of the minority shareholders who cast votes at the Meeting to satisfy the requirement of minority approval under MI 61-101.

Exemption from Formal Valuation Requirement

Since the Disposition will constitute a Related Party Transaction under MI 61-101 and Policy 5.9 of the TSXV, the Company is required to obtain a formal valuation in respect of the Disposition, unless an exemption to this requirement is available under MI 61-101. Given that the securities of the Company are listed on the TSXV, the Company may and is relying upon the exemption described in Section 5.5(b) of MI 61-101, which provides that an issuer is exempt from the formal valuation requirement if none of its securities are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the AIM Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc.

Bridge Financing

The Company intends to complete the Bridge Financing on or around August 15, 2024. The net proceeds of the Bridge Financing are expected to be $300,000 and will be used to pay for costs associated with proceeding to completion of the Acquisition (e.g. audit fees, legal fees and costs of preparing the necessary documentation for the Acquisition). The Company expects to issue 7,500,000 Units (750,000 Units on a post-Consolidation Basis) pursuant to the Bridge Financing.

The Bridge Financing is subject to approval of the TSXV.

Other Events

On January 6, 2022, the Shares were listed and began trading on the TSXV under the trading symbol “OZ”. Prior to such date, the Shares were listed on the Canadian Securities Exchange.

Selected Financial Information and Management’s Discussion and Analysis

Selected Financial Information

The following table summarizes certain financial information from the Company Annual Financial Statements and the Company Interim Financial Statements, which are attached to this Information Circular as Schedules “A” and “C”, respectively. The Company Financial Statements have been prepared in accordance with IFRS.

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	Nine Months Ended	Year Ended	Year Ended	Year Ended
	March 31, 2024	June 30, 2023	June 30, 2022	June 30, 2021
	(unaudited)	(audited)	(audited)	(audited)
Total Expenses	655,860	1,200,593	2,737,222	3,029,166
Amounts incurred in connection with the Acquisition	40,000	NIL	NIL	NIL

Note:

(1) Amounts incurred in 2024 in respect of the Acquisition have been expensed until the signing of the Definitive Agreement in May 2024. Amounts incurred subsequent to that are accounted for as deferred transaction costs. Should the transaction not close as contemplated, these costs will be expensed in the period the transaction is terminated.

Management Discussion and Analysis

The Company has prepared the Company Annual MD&A and the Company Interim MD&A. These documents are attached to this Information Circular as Schedules “B” and “D”, respectively.

Description of the Securities

Shares

The Company is authorized to issue an unlimited number of common shares without par value, of which, as at the date hereof, 58,370,530 Shares are issued and outstanding as fully paid and non-assessable common shares in the capital of the Company.

In addition, the Company proposes to issue 13,750,000 Shares to the Vendor under the terms of the Acquisition Agreement, at a deemed price equal to the Financing Price.

The Company issued 60,350,000 Subscription Receipts (6,035,000 on a post-Consolidation basis) at the Financing Price in connection with the Concurrent Financing First Tranche.

Pursuant to the Concurrent Financing Second Tranche, the Company will issue: (a) assuming completion of the Minimum Concurrent Financing, an aggregate of 64,650,000 Subscription Receipts (6,465,000 on a post-Consolidation basis) at the Financing Price; or (b) assuming completion of the Maximum Concurrent Financing, an aggregate of 139,650,000 Subscription Receipts (13,965,000 on a post-Consolidation basis) at the Financing Price.

The 13,750,000 Consideration Shares issued to the Vendor under the terms of the Acquisition Agreement will be subject to escrow under the Form 5D – Value Securities Escrow Agreement (“ Escrow Agreement ”) required by the policies of the TSXV. The Escrow Agreement will provide for the release of 10% of the Vendor’s Escrow Shares on the completion of the Closing, and for the release of 15% of the Escrow Shares on the date that is six months, 12 months, 18 months, 24 months, 30 months and 36 months from the Closing Date. See below under the heading “Information Concerning the Resulting Issuer – Escrowed Securities”.

The holders of Shares are entitled to vote at all meetings of shareholders of the Company, to receive dividends if, as and when declared by the directors and, subject to the rights of holders of any shares ranking in priority to or on a parity with the Shares, to participate rateably in any distribution of property or assets upon the liquidation, winding-up or other dissolution of the Company. There are no pre-emptive rights, dividend rights, conversion or exchange rights, sinking or purchase fund provisions, provisions affecting the issuance of additional Shares, or provisions requiring shareholders to make additional capital contributions.

Subscription Receipts

The Company completed the Concurrent Financing First Tranche on June 21, 2024. The Company intends

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to complete the Concurrent Financing Second Tranche on or about July 31, 2024. See above under the heading “Information Concerning the Company – General Development of the Business – Concurrent Financing.”

The Subscription Receipts are governed by the terms of the Subscription Receipt Agreement. Each Subscription Receipt will, upon satisfaction of the Escrow Release Conditions and without the payment of any additional consideration, automatically convert into one Post-Consolidation Share and one common share purchase warrant (a “ Warrant ”) in the capital of the Company, with each whole Warrant exercisable to acquire one Post-Consolidation Share at the Warrant Exercise Price for a period of 36 months. Should the closing price at which the Shares trade equal or exceed $0.90 for 20 consecutive trading days following the date that is four months after the closing date of the Concurrent Financing, the Company may accelerate the term of the Warrants to the date which is 30 trading days following the date a notice is provided to holders of the Warrants and a press release is issued by the Company.

Provided that the Escrow Release Conditions are satisfied or waived (where permitted) prior to the Escrow Release Deadline, the Escrowed Proceeds (together with interest earned thereon) will be released to the Company. However, in the event that the Escrow Release Conditions are not satisfied by the Release Deadline, or if prior to such time, (a) the Acquisition Agreement is terminated or (b) the Company announces to the public that it does not intend to complete the Acquisition, the Escrowed Proceeds together with the pro rata portion of any interest earned thereon (net of any applicable withholding tax) will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled.

The rights of holders of the Subscription Receipts may be modified under the Subscription Receipt Agreement, pursuant to a special resolution approved: (A) by holders of Subscription Receipts (“ Receiptholders ”) at a meeting at which there are present in person or by proxy Receiptholders holding in the aggregate more than 25% of the total number of Subscription Receipts then outstanding by an affirmative vote of Receiptholders voting as a single class who hold in the aggregate not less than 66⅔% of the total number of Subscription Receipts represented at the meeting and voted on the resolution; or (B) by written consent of holders of Subscription Receipts representing at least 66⅔% of the outstanding Subscription Receipts.

Holders of Subscription Receipts are not shareholders of the Company. Holders of Subscription Receipts will only (i) receive Post-Consolidation Shares upon the satisfaction or waiver of the Escrow Release Conditions or (ii) be paid the original purchase price per Subscription Receipt held (plus an amount equal to a pro rata share of the interest or other income earned thereon, less any applicable withholding tax, if any). Nothing in the holding of a Subscription Receipt confers or will be construed as conferring upon the holder thereof any right or interest whatsoever as a shareholder of the Company, including (but not limited to) the right to vote at, to receive notice of or to attend meetings of shareholders or any other proceedings of the Company, or the right to receive dividends or other distributions.

Current Stock Option Plan

The following is intended as a brief description of certain key terms of the Current Stock Option Plan, and is qualified in its entirety by the full text of the Current Stock Option Plan. This is a “rolling” plan as the number of Shares reserved for issuance pursuant to the grant of stock options will increase as the Company’s issued and outstanding share capital increases. The Current Stock Option Plan provides that the directors of the Company may grant options to purchase Shares on terms that the directors may determine, within the limitations of the Current Stock Option Plan. The exercise price of an option issued under the Current Stock Option Plan is determined by the directors but may not be less than the closing market price of the Shares on the day preceding the date of granting of the option less any available discount, in accordance with TSXV Policies. No option may be granted for a term longer than ten years. An option may expire on such earlier date or dates as may be fixed by the Board, subject to earlier termination in the event the optionee ceases to be eligible under the Current Stock Option Plan by reason of death, retirement or otherwise. The Current Stock Option Plan provides for the following restrictions: (i) no Participant may be

56

granted an option if that option would result in the total number of stock options granted to the Participant in the previous 12 months, exceeding 5% of the issued and outstanding Shares unless the Company has obtained disinterested shareholder approval in accordance with TSXV Policies; (ii) the aggregate number of options granted to Participants conducting Investor Relations Activities (as defined in TSXV Policies) in any 12 month period must not exceed 2% of the issued and outstanding Shares, calculated at the time of grant; and (iii) the aggregate number of options granted to any one consultant in any 12 month period must not exceed 2% of the issued and outstanding Shares, calculated at the time of grant. In addition, options granted to consultants conducting Investor Relations Activities (as defined in TSXV Policies) will vest 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 such longer vesting.

Prior Sales

In the past 12 months preceding the date the date of this Information Circular, the Company has issued the following securities:

Date of Issuance	Type of Security	Quantity	Issue Price(1)	Gross Proceeds	Consideration
					Received
June 21, 2024	Subscription Receipts	60,350,000	$0.04	$2,414,000	Cash

Note:

(1) The Subscription Receipts were offered at a Financing Price of $0.04. After taking into account the Consolidation, the effective Financing Price will be $0.40.

The Shares have been listed on the TSXV since January 6, 2022, under the trading symbol “OZ”. The following table sets forth the reported high and low prices and the trading volume for the Shares for the periods indicted as reported by the TSXV (all on a pre-Consolidation basis).

Period	Low ($)	High ($)	Volume
July 2024	N/A	N/A	N/A
June 2024	N/A	N/A	N/A
May 2024(1)	N/A	N/A	N/A
April 2024(1)	N/A	N/A	N/A
March 2024(1)	N/A	N/A	N/A
February 2024	0.03	0.04	696,337
January 2024	0.03	0.035	138,893
October 1, 2023 to December 31,2023	0.03	0.06	2,504,987
July 1, 2023 to September 30,2023	0.045	0.07	1,148,864
April 1, 2023 to June 30, 2023	0.05	0.098	825,629
January 1, 2023 – March 31,2023	0.06	0.14	2,931,472
October 1, 2022 to December 31,2022	0.045	0.09	1,834,586

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Period	Low ($)	High ($)	Volume
July 1, 2022 to September 30,2022	0.055	0.13	2,312,147
April 1, 2022 to June 30, 2022	0.10	0.21	3,216,146

Note:

• (2) The Shares were halted from trading on March 1, 2024, and remain halted as at the date hereof in connection with the Acquisition.

Statement Executive Compensation

Named Executive Officers

For the purposes of the remainder of this Information Circular, a Named Executive Officer of the Company means each of the following individuals (collectively the “ Named Executive Officers ” or “ NEOs ”):

• (a) the Chief Executive Officer of the Company (“ CEO ”);

• (b) the Chief Financial Officer of the Company (“ CFO ”);

• (c) each of the three most highly compensated executive officers of the company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000; and

• (d) each individual who would be a NEO under (c) above but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of that financial year.

Director and Named Executive Officer Compensation

Director and Named Executive Officer Compensation, Excluding Compensation Securities

Set out below is a summary of compensation paid or accrued during the Company’s two most recently completed financial years to the Company’s NEOs and directors for services provided and for services to be provided, directly or indirectly, to the Company or any subsidiary thereof.

TABLE OF	TABLE OF	COMPENSATION EXCLUDING COMPENSATION	COMPENSATION EXCLUDING COMPENSATION	COMPENSATION EXCLUDING COMPENSATION	COMPENSATION EXCLUDING COMPENSATION	SECURITIES
Name and Position	Year	Salary,	Bonu	Committee	Value of	Value of all	Total
		Consulting	s ($)	or Meeting	Perquisite	Other	Compensatio
		Fee,		Fees	s ($)	Compensatio	n ($)
		Retainer or		($)		n ($)
		Commission
		($)
Chris Donaldson President, CEO and Director	2023 2022	208,333 265,000	NIL 46,876	Nil Nil	Nil Nil	Nil Nil	208,333 311,876
Ota Hally CFO	2023 2022	114,396 120,646	Nil 15,625	Nil Nil	Nil Nil	Nil Nil	114,396 138,980
Craig Parry Chairman	2023 2022	100,000 100,000	Nil Nil	Nil Nil	Nil Nil	Nil Nil	100,000 100,000

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TABLE OF	TABLE OF	COMPENSATION EXCLUDING COMPENSATION	COMPENSATION EXCLUDING COMPENSATION	COMPENSATION EXCLUDING COMPENSATION	COMPENSATION EXCLUDING COMPENSATION	SECURITIES
Name and Position	Year	Salary,	Bonu	Committee	Value of	Value of all	Total
		Consulting	s ($)	or Meeting	Perquisite	Other	Compensatio
		Fee,		Fees	s ($)	Compensatio	n ($)
		Retainer or		($)		n ($)
		Commission
		($)
Louis Archambeault Director	2023 2022	Nil Nil	Nil Nil	42,000 42,000	Nil Nil	Nil Nil	42,000 42,000
Eric Zaunscherb Director	2023 2022	Nil Nil	Nil Nil	36,000 36,000	Nil Nil	Nil Nil	36,000 36,000

Stock Options and Other Compensation Securities

The following table sets forth all compensation securities granted or issued to each NEO and director of the Company in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries:

		Compensation Securities	Compensation Securities	Compensation Securities
Name and	Type of	Number of	Date of	Issue,	Closing	Closing	Expir
Position	compensation	compensation	issue or	conversion	price of	price of	y
	security	Securities,	grant	or exercise	security or	security or	Date
		number of		price	underlying	underlying
		underlying		($)	security on	security at
		securities and			date of	year end
		percentage of			grant ($)	($)
		class
Chris Donaldson President, CEO and Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Ota Hally(1) CFO	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Craig Parry(2) Executive Chairman	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Louis Archambeault(3) Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Eric Zaunscherb Director	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Notes:

(1) Mr. Hally also held 133,333 Stock Options.

• (2) Mr. Parry also held 160,000 Stock Options.

(3) Mr. Archambeault also held 95,000 Stock Options.

Equity Compensation Plans

The Company is seeking shareholder approval of the Proposed Omnibus Equity Compensation Plan which

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will replace the Current Stock Option Plan. The Proposed Omnibus Equity Compensation Plan has not been conditionally approved by the TSXV and remains subject to TSXV acceptance. The full Proposed Omnibus Equity Compensation Plan is included in Schedule “J”.

The purposes of the Current Stock Option Plan are: (i) to promote a significant alignment between Officers and employees of the Company and its Affiliates (as defined below) and the growth objectives of the Company; (ii) to associate a portion of participating employees’ compensation with the performance of the Company over the long term; and (iii) to attract, motivate and retain the critical employees to drive the business success of the Company. The maximum number of Shares issuable under the Current Stock Option Plan, together with the number of Shares issuable under outstanding options granted otherwise than under the Current Stock Option Plan, shall not exceed 10% of the Shares outstanding from time to time.

As of the date of this Information Circular, the Company was eligible to grant up to 6,926,159 options under the Current Stock Option Plan.

Equity Incentive Based Awards

The Current Stock Option Plan has been used to provide share purchase options which are granted in consideration of the level of responsibility of the executive as well as his or her impact or contribution to the longer-term operating performance of the Company. In determining the number of options to be granted to the executive officers, the Board takes into account the number of options, if any, previously granted to each executive officer, and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the TSXV and closely align the interests of the executive officers with the interests of shareholders.

The directors and officers of the Company from time to time may be granted incentive Stock Options in accordance with the policies of the TSXV and pursuant to the Current Stock Option Plan.

Exercise of Compensation Securities

No compensation securities were exercised by any Director or Named Executive Officer of the Company or any of its subsidiaries in the most recently completed financial year.

Management Contracts

The Company has in place the following employment, consulting or management agreements in respect of services provided to the Company or any of subsidiaries that were performed by a director or Named Executive Officer:

CEO Agreement

The Company entered into a consulting agreement (the “ CEO Agreement ”) with Chris Donaldson effective October 1, 2020, for his services as CEO. Pursuant to the terms of the CEO Agreement, the Company has agreed to pay Mr. Donaldson a base salary of $250,000. The CEO Agreement is for an indefinite term. Mr. Donaldson could also receive up to 75% of the base salary in bonus payments upon meeting certain conditions. Mr. Donaldson may resign by giving the Company 90 days’ notice in which he shall not be entitled to any severance payment but shall be entitled to receive all annual salary earned to and including the last written notice day together with any final expenses and any bonuses not yet paid. The Company may terminate the CEO Agreement without cause at any time by giving 12 months written notice or payment in lieu of thereof, as part of the final wages. Severance shall be payable and will consist of final wages. In the event of termination after a change of control without cause within 12 months after the change of control, the Company shall provide Mr. Donaldson with a lump sum of up to 36 months’ pay, equivalent to the number of months of the aggregate of his annual salary and two times the average of the bonus paid during the two years prior to the date of termination.

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CFO Agreement

The Company entered into a consulting agreement (the “ CFO Agreement ”) with Ota Hally effective October 1, 2020, for his services as CFO. Pursuant to the terms of the CFO Agreement, the Company has agreed to pay Mr. Hally a base salary of $100,000. The CFO Agreement is for an indefinite term. Mr. Hally could also receive up to 50% in bonus payments upon meeting certain conditions. Mr. Hally may resign by giving the Company 90 days’ notice in which he shall not be entitled to any severance payment but shall be entitled to receive all annual salary earned to and including the last written notice day together with any final expenses and any bonuses not yet paid. The Company may terminate the CFO Agreement without cause at any time by giving 12 months written notice or payment in lieu in thereof, as part of the final wages. Severance shall be payable and will consist of final wages. In the event of termination after a change of control without cause within 12 months after the change of control, the Company shall provide Mr. Hally with a lump sum of up to 36 months’ pay, equivalent to the number of months of the aggregate of his annual salary and two times the average of the bonus paid during the two years prior to the date of termination.

Oversight and Description of Director and Named Executive Officer Compensation

The objective of the Company’s compensation program is to compensate the executive officers for their services to the Company at a level that is both in line with the Company’s fiscal resources and competitive with companies at a similar stage of development.

The Company has not defined financial entitlements for directors. Directors of the Company are eligible to participate in the Current Stock Option Plan

Pension Plan Disclosure

The Company does not have a pension plan that provides for payments or benefits to the Named Executive Officers or directors at, following, or in connection with retirement.

Arm’s Length Transaction

The Acquisition is an Arm’s Length Transaction.

At the time of closing the Disposition, the Vendor will be a Control Person of the Company. Accordingly, the Disposition will not be an Arm’s Length Transaction.

Legal Proceedings

There are no legal proceedings to which the Company is or is likely to be a party or which are known to the Company to be pending or contemplated which are material to the business and affairs of the Company.

Auditor, Transfer Agent and Registrar

The auditor of the Company is D&H Group LLP at Suite 10, 1333 West Broadway, Vancouver, BC V6H 4C1.

The transfer agent and registrar of the Shares is Odyssey Trust Company at Suite 350 – 409 Granville Street, Vancouver, BC V6C 1T2.

Material Contracts

Except for contracts made in the ordinary course of business, the following are the only material contracts entered into by the Company which are currently in effect or are anticipated to be in effect prior to closing of the Acquisition:

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• the Acquisition Agreement;

• the Disposition Letter of Intent; and

• the Subscription Receipt Agreement.

The material contracts of the Company are available on SEDAR+. The material contracts of the Resulting Issuer will be available on SEDAR+ upon closing of the Acquisition.

These contracts will be the material contracts of the Resulting Issuer upon closing of the Acquisition.

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INFORMATION CONCERNING THE TARGET

Corporate Structure

Name and Incorporation

The Target, a company incorporated under the laws of Finland on October 7, 2014, is an indirect whollyowned subsidiary of the Vendor through the Vendor Subsidiary. The head and registered records office of the Target is located at corporate offices of Kalliolaw Attorneys Ltd, Etelaränta 12, 00130 Helsinki.

There have been no material amendments to the constating documents of the Target.

Intercorporate Relationships

The Target does not have any subsidiaries.

General Development of the Business

Three-Year History

Financial Year ended June 30, 2022

The principal continuing activity of the Target was mineral exploration. During this period, the Target continued to ensure its tenements remained in good standing.

On August 16, 2021, the Target entered into a binding farm-in agreement with Rupert Resources Ltd. (“ Rupert ”) on two exploration licence applications covering an area of 37 square kilometres in the Central Lapland Greenstone Belt in northern Finland. Under the agreement, Rupert can spend up to EUR3,400,000 to earn a 70% interest in the Sikavaara East and Sikavaara West licences, with an initial expenditure requirement of EUR1,200,000 over the first three years.

On May 20, 2022, the Target and the Vendor, entered into an agreement to sell the Keulakkopää exploration permit in Central Lapland Greenstone Belt in northern Finland to Aurion Resources Ltd. (“ Aurion ”). Pursuant to the Agreement, upon completion, Aurion issued 200,000 common shares (the “ Aurion Shares ”) to the Vendor. The Aurion Shares were subject to a statutory four month and one day hold period from completion, and subject to a voluntary escrow agreement which provided that the Aurion Shares be released to the Vendor when the Finnish mining authorities approved the extension of the permit. The Finnish mining authorities approved the extension of the permit on December 20, 2022.

Financial Year ended June 30, 2023

On September 20, 2022 Chairperson Anna Neuling resigned from her role and Andrea Betti was appointed Chairperson of the Target.

Ms. Betti is an accounting and corporate professional with over 20 years’ experience in accounting, corporate governance, finance and corporate banking. She has acted as Chief Financial Officer and Company Secretary for a number of companies in the private and publicly listed sectors. Ms. Betti is currently a Director of a corporate advisory company based in Perth that provides corporate and other advisory services to public listed companies.

On April 18, 2023 Alli Seppanen resigned from her role as Director of the Target and Juuso Pontinen was appointed.

Mr. Pontinen is a Legal Associate who has worked at Intertrust Finland for two years focusing on corporate secretarial and directorship services. He is a Finnish national, a Finnish resident and a Finnish law qualified

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lawyer, whose professional background is with the Finnish Trade Register.

In April 2023, the Vendor completed the sale of the Aurion Shares.

On June 5, 2023, the Vendor on behalf of the Target advised that it signed a binding agreement with KG Finland Exploration Oy, a subsidiary of Kinross Gold Corporation (“ Kinross ”) to buy two Exploration Licence Applications (“ ELAs ”) from the Target. The ELAs are part of a series of tenements over which Kinross has a right of first refusal (“ ROFR ”) under the terms of its farm-in agreement with the Vendor. Kinross elected to exercise its ROFR following receipt by the Vendor of an offer from a third party. Under the terms of the agreement, the Vendor received a cash consideration of US$150,000 on completion, when the Finnish Mining Authority (“ TUKES ”) transferred the ELAs. This was transferred to the Target through the intercompany loan account. A further US$25,000 consideration is payable on the ELAs being granted by TUKES.

The ROFR does not apply to the Acquisition.

Financial period ended March 31, 2024

The principal continuing activity of the Target was mineral exploration. During this period, the Target continued to ensure the tenements remained in good standing.

On March 4, 2024 the Vendor announced the Acquisition.

Paana Project

For a description of the history of the Paana Project, please below under the heading “Information Concerning the Paana Project – History.”

Significant Acquisitions and Dispositions

The Target has not completed any significant acquisitions or significant dispositions since the beginning of its most recently completed financial year.

Narrative Description of the Business

General

The Target is a wholly-owned subsidiary of the Vendor and holds the Projects on behalf of the Vendor. As such, the Target business is dependent on foreign operations in Finland.

The Target’s business is not materially affected by intangibles such as licenses, patents and trademarks, nor is it significantly affected by seasonal changes other than weather. The Company is not aware of any aspect of the Target’s business that may be affected in the current financial year by renegotiation or termination of contracts.

As at June 30, 2023, the Target had no employees and only one local Board director who is located in Finland. Consultants may also be retained from time to time for specific corporate activities, development and exploration programs.

The Paana Project

See below under the heading “Information Concerning the Paana Project.”

Selected Financial Information and Management’s Discussion and Analysis

Selected Financial Information

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The following table summarizes certain financial information from the Target Annual Financial Statements and the Target Interim Financial Statements, which are attached to this Information Circular as Schedules “A” and “C”, respectively. The Target Financial Statements have been prepared in accordance with IFRS and are presented in Euros, the functional and reporting currency of the Target.

	Nine Months Ended	Year Ended	Year Ended
	March 31, 2024	June 30, 2023	June 30, 2022
	(unaudited)	(audited)	(audited)
Total Revenues	Nil	Nil	Nil
Loss from continuing operations	($146,102)	($119,725)	($1,094,900)
Net loss, in total	($146,102)	($119,725)	($1,094,900)
Total assets	$140,369	$222,246	$334,854
Total long-term financial liabilities	Nil	Nil	Nil
Cash dividends declared	Nil	Nil	Nil

Note:

(1) Amounts incurred in 2024 in respect of the Acquisition have been accounted for as deferred transaction costs. Should the transaction not close as contemplated, these costs will be expensed in the period the transaction is terminated.

Management Discussion and Analysis

The Target has prepared the Target Annual MD&A and the Target Interim MD&A. These documents are attached to this Information Circular as Schedules “F” and “H”, respectively.

Consolidated Capitalization

The following table sets forth the consolidated capitalization of the Target as at March 31, 2024 and as at the date of this Information Circular:

	Authorized	Outstanding as at March 30,	Outstanding as at the
		2024	date of this
			Information Circular
Common shares	100	100	100
Loan capital	Nil	Nil	Nil

Prior Sales

Except in connection with the Acquisition, no securities of the Target have been sold within the 12 months before the filing statement or are to be sold. It is anticipated that the Target’s debt will be capitalized immediately prior to closing of the Acquisition. See above under the heading “Information Concerning the Company – General Development of the Business – Acquisition”.

Stock Exchange Price

No securities of the Target are listed or trade on any Canadian or foreign stock exchange or market.

Management Contracts

As an indirect subsidiary of the Vendor, the management functions of the Target are carried out by the management of the Vendor.

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Upon closing of the Acquisition, the management functions of the Target will be carried out by the management of the Resulting Issuer.

Non-Arm’s Length Party Transaction

Except for transactions involving the Vendor and the Vendor Subsidiary, the Target has not completed any acquisition of assets or services or provision of assets or services in any transaction within the five years before the date of this Information Circular where the Target obtained such assets or services from: (a) any director, officer or promoter of the Target; (b) a principal securityholder of the Target, either before or after giving effect to the Acquisition; or (c) an Associate or Affiliate of any of the persons referred to in (a) or (b) above.

Legal Proceedings

The Target is not a party to any legal proceedings currently material to it or of which any of its property is the subject matter, and no such proceedings are known by the Company to be contemplated.

Material Contracts

Except for contracts entered into in the ordinary course of business, there have been no material contracts entered into by the Target in the two years immediately prior to the date hereof.

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INFORMATION CONCERNING THE PAANA PROJECT

The following represents information summarized from the Technical Report filed in connection with the Paana Project. The following summary does not purport to be a complete summary of the Paana Project and is qualified in its entirety with reference to the full text of the Technical Report, which is available for review under the Company’s profile on SEDAR+ at www.sedarplus.ca. Readers should read this summary in conjunction with the Technical Report. Capitalized or abbreviated terms used in this section and not otherwise defined shall carry the meanings of such terms in the Technical Report. See “Interest of Experts”.

Property Description and Location

Location

The Paana Project is situated in the northernmost region of Finland, Lapland, approximately 1,000 km north of the country’s largest city and capital, Helsinki. In WGS84, the latitude and longitude coordinates of the property center are circa 68°4’26.4”N and 25°2’25.2”E respectively. In EUREF-FIN, the coordinates are approximately 7,552,410 N and 418,350 E.

Minerals Act

The latest amendments to the Mining Act came into force on June 1, 2023. The amended law increases the influence of local residents and put more emphasis on environmental considerations. According to the Mining Act, prospecting and advanced exploration are subject to an exploration permit.

Priority for an exploration permit can be obtained by submitting a reservation notification or being the first to submit an application for an ore processing permit. In addition, the reservation notification cannot concern an area that has previously been a reservation area until one year has passed since the expiry or cancellation of the reservation decision. A reservation decision shall remain valid for a maximum of twelve months from the date of the reservation notification.

For the purpose of preparing an application for an exploration permit, an applicant may reserve an area for himself. The reservation can be made by submitting a notification to the Finnish Mining Authority (Tukes). A priority based on reservation notification is valid once the reservation notification including the information on the person submitting the reservation notification, the area being reserved and preparing an application for an exploration permit and no impediment exists, as specified in the Mining Act, to approval of the reservation.

The permit holder of an exploration permit has the following right in the exploration area referred to in the permit:

• to explore the structures and composition of geological formations;

• to conduct other exploration in order to prepare for mining activity and other exploration in order to locate a deposit; and

• to investigate a deposit quality, extent, and degree of exploitation, as provided for in more detail in the exploration permit.

The holder of the exploration permit may build, or transfer to the exploration area, temporary structures and equipment necessary for exploration activity, as specified in more detail in the exploration permit. In no circumstances does an exploration permit authorize exploitation of the deposit.

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An exploration permit is first granted for a maximum of four years. Tukes may extend the validity of an exploration permit for a maximum of three years at a time, in such a manner that in total, the permit may remain valid for a maximum of fifteen years, i.e. successive extension period of three years, three years, three years and finally two years At least half of the landowners must agree if the exploration permit is to be extended beyond year 10. Each extension is based on the performance of the company including incurred exploration investments, and timely and adequate annual reporting. The prerequisites for extension of the validity of an exploration permit are:

• exploration has been effective and systematic;

• further research is necessary in order to establish the possibilities for exploiting the deposit;

• the permit holder has complied with the obligations laid down in the Mining Act as well as the permit regulations; and

• extension to the validity will not cause an undue burden to public or private interests.

The holder of the exploration permit must notify, in writing, landowners of properties included in the exploration area, and other stakeholders, in advance of all work on the terrain and of any temporary structures. Key stakeholders other than landowners include reindeer herding co-operatives and businesses within the license area or affected by the exploration activity. Moreover, notification shall be submitted to the appropriate local reindeer herding co-operatives in a reindeer herding area.

The reindeer herding area is delineated for reindeer herding (Reindeer Husbandry Act 848/1990). The area covers circa 123 k sq km, approximately 36% of Finland’s total area. The reindeer herding area comprises completely the Lapland region and northern parts of Northern Ostrobothnia and Kainuu regions.

Areas of Kuivasalmen Paliskunta, including the permit area, are located within the zone in which all state land is designated as “an area specifically intended for reindeer herding” by the Reindeer Husbandry Act Section 2. No use of state land must cause considerable harm or hindrance to reindeer herding.

The Paana Project area is within Kuivasalmi reindeer herding co-operative lead by reindeer master (poroisäntä). All exploration works must be communicated to reindeer master in good time beforehand. Due to the activities of reindeer husbandry carried out in the area at various times, it is not always possible to perform exploration activities at the desired time. It is strongly recommended to have open and frequent communications with the paliskunta’s reindeer master.

Ownership and Exploration Permit

The Acquisition includes two valid exploration licenses that comprise the Aarnivalkea mineral prospect. The Aarnivalkea mineral prospect is located within the Paana Central exploration license. The exploration licenses are 100% owned by the Target, a Finnish registered company 100% owned subsidiary of S2. Paana West exploration permit application was submitted on March 24, 2017 and was granted almost seven years later on February 2, 2024.

Tukes has not given decisions to the Target regarding the extension of the validity of the Paana W2 exploration permit and the Paanapyytö first exploration permit as listed in Table 4 2. It is worth noting that once an exploration permit application has been submitted to Tukes then there is no time limit for Tukes to make a decision. The requisite exploration permit for the proposed work on the property, namely Paana Central, has already been granted. There are no agreements, royalties or encombrances on the Paana Project.

The Paana Project area is circa 6 by 15 km area that comprises the following exploration permits and application for renewal and application for exploration permit: Paana Central, Paana W2, Paana West and

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Paanapyytö, which are inside the reindeer herding area.

Exploration Permit Fee

The reservation notification fee amount is determined by the size of the reservation area at the price of 1 EUR/ha. The exploration permit holder shall pay annual exploration compensation (exploration fee) to the owners of land included in the exploration area. The exploration fee is paid on a prorate to all public and private landowners. The annual amount of exploration fee per hectare based on how many years the exploration permit was granted is listed in Table 4-3 in the Technical Report. These annual fees per hectare are expected to adjusted to higher amount since they have not been updated in a long time.

Tukes application fees for an exploration permit application are listed Table 4-4 in the Technical Report. At the time of lodging an application, a total of 20% of the base fee must be paid as a registration fee. The remainder of the base fee must be paid at the time the application decision is granted. Extra fee of 104 EUR per hour is invoiced by Tukes for application requiring more work than normal.

The estimated annual exploration permit cost for the Paana Project is listed in Table 4-5 of the Technical Report. The financial obligation of the exploration permits annual fees must be met to retain the exploration permits.

Agreement

On February 16, 2024, the Company announced entering into a letter of intent with S2 to acquire S2’s wholly-owned Finnish subsidiary, the Target. The Target mineral assets include all of S2 portfolio of gold projects in Finland. The Company will purchase the Target from S2 for a total consideration of CA$7.0 million, comprising CA$1.5 million in cash and CA$5.5 million in shares in the Company. acquisition is subject to undertaking a financing to raise gross proceeds of CA$5 million.

This transaction may constitute a “Reverse Takeover” of Outback in accordance with Policy 5.2 – Changes of Business and Reverse Takeovers of the TSX Venture Exchange .

In addition, the Company will grant S2 an option to earn an interest in the Company’s Glenfine, Silver Spoon, Ballarat West and Yeungroon gold projects, located in the Victorian Goldfields, Victoria, Australia.

S2 will maintaining material exposure to the exploration upside of the Central Lapland Greenstone Belt (CLGB) whilst being able to focus its own funds on its Australian exploration activities.

On completion of the Acquisition the Company will have a 100% interest in the Paana project. As a result of the Acquisition, the Target will be a wholly owned subsidiary of the Company, and AbraSilver holds indirect ownership of the project through Huayra.

On June 3, 2021, S2, through its wholly owned subsidiary, the Target, concluded a binding farm-in agreements with Kinross Gold Corporation (S2 Resources, 2021). The farm-in agreements stipulate that: if, at any time during the earn-in period, the Target receives an offer from a third party to sell, divest, farmout or enter into a joint venture arrangement for all or any part of the licenses containing the Aarnivalkea gold prospect (the “Aarni’ Licenses” incorporating Paana Central ML2018:0081, Paana East ML2017:0029, Paana West ML2017:0028 and Paana W2 ML2018:0107), Kinross will be offered a Right of First Refusal (ROFR) to match the third party terms and conditions.

The ROFR over the Aarnivalkea property is not triggered by any change of control of the Target (such as resulting from a demerger or spin-out of the Target by S2 or a change of control transaction relating to S2). However, in these circumstances, the ROFR over the Aarnivalkea property continues to apply to future purported dealings by the Target over its direct interest in the Aarnivalkea property in accordance with its

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terms. The ROFR will continue on these terms if Kinross completes the required earn-in expenditures and forms a joint venture to with the Target.

Environment

Natura 2000 is a network of protected areas in the European Union, established under the Birds Directive and the Habitats Directive. The network consists of Special Protection Areas (SPAs) designated for the conservation of bird species and Special Areas of Conservation (SACs) designated for the conservation of habitats and species other than birds. These areas are selected based on their importance for the conservation of biodiversity and the preservation of rare, threatened, or endemic species and habitats. As illustrated in Figure 4-2 in the Technical Report, the Paanapyytö exploration permit area application borders on a Natura 2000 area and a small mine reserve area. Arktiira Oy holds a mining permit just south of Paana Project, quartz is exploited within the LeviJaspis KL2017:0001 mining concession.

Mineral exploration and mining activities can pose significant risks to the sensitive ecosystems found within Natura 2000 areas. These activities often involve the extraction of natural resources such as metals, minerals, and aggregates, which can result in habitat destruction, soil and water pollution, and disturbance to wildlife populations. In Natura 2000 areas, where the conservation of biodiversity is a priority, such activities are closely scrutinized and regulated to minimize their environmental impact.

In Finland, where mining is an important industry, the presence of valuable mineral deposits within or near Natura 2000 areas can create tensions between conservation efforts and economic interests. Balancing the need for mineral resource extraction with the conservation of biodiversity is a complex challenge that requires careful planning, environmental impact assessments, and stakeholder engagement to ensure sustainable development and the protection of natural habitats and species. There are no other known environmental liabilities.

Other Significant Factors

There are two Cultural Heritage targets: Sätkänäjärvi and Lautajänkänmaa. These Cultural Heritage targets should not be damaged during mineral exploration activities. There are no other known significant factors and risks.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Accessibility

Paana project is located within the Kittilä municipality. The village of Kittilä is located in the geographic center of the municipality and has circa 3,000 inhabitants. The nearest village is Lompolo which is located circa 10 km via a logging road from Aarnivalkea West mineral prospect.

Kittilä village has municipal and government offices, public and commercial services, a library and a health clinic. It is located about 150 km to Rovaniemi and 960 km to Helsinki. Rovaniemi is considered the capital of the Finnish Lapland, i.e. its administrative center. In Paana itself basically no resources or infrastructure are currently in place.

By road the distance from Kittilä to Paana is circa 70 km and it takes roughly one hour car driving northwest bound via paved Route 79 then following Route 956. The public roads are maintained and kept snow free year-round, but the logging road is maintained only during periodic logging activities. Logging road crosses Paana Central, Paana West, and the northern Paanapyytö exploration license areas, rest of the Paana project area is accessible by access tracks and winter roads. Some swampy areas at Aarnivalkea prospect are best suitable for drilling during winter in order to minimize ground damages.

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There are two main airports in Northern Finland: Kittilä Airport (KTT) and Ivalo (IVL) for general aviation and mostly seasonal international traffic. Both Kittilä and Ivalo airports have less frequent domestic flights to Helsinki compared to Rovaniemi Airport. Kittilä Airport is only 60 km away by car from the Paana project, whereas Kuusamo is located circa 200 km by road. i.e. circa 3 hours car driving.

The major airport in Rovaniemi Airport (RVN) with several weekly and daily regular flights from and to Helsinki Vantaa Airport (HEL) and seasonally also direct flights abroad is roughly 250 km driving distance from Paana project.

Climate

Finland has an inland climate, which results in cold winters and hot summers. North of the Arctic Circle, winter and summer temperature differences in Finland are extreme, but generally enjoys a temperate, mild climate and more even, thanks to the Gulf Stream in the Atlantic Ocean. In northern Finland, winters are long, frigid, snowy and overcast, and summers temperatures are cool with a lot more hours of sunshine and daylight. Typically, north of the Arctic Circle, the winters last from October to May and temperature can drop below -30°C where during the summers temperature can reach 30°C.

The Köppen-Geiger climate classification updated (Version 18.03.2017) world map, calculated from temperature and precipitation normal of the period 1986-2010, classify the Paana Project’s location climate as Dfc: Subarctic with cool summer, wet all year.

The typical climate information presented in this chapter was referenced from the © WeatherSpark.com website for Kittilä. Figure 5-1 to Figure 5-3 of the Technical Report show the estimated climate data in Kittilä, based on statistical analysis of historical hourly weather reports and model reconstruction from January 1, 1980 to December 31, 2016. The estimated climate value is computed as the weighted average of the individual contributions from each of the following weather stations: Kittilä Airport, Sodankylä Airfield and Pello.

Temperature

The warm season lasts for 3 months, from early June to end of August, with an average daily high temperature above 13°C. The cold season lasts for 4 months, from mid-November to mid-March, with an average daily high temperature below -3°C. The daily average high and low temperature in Kittilä is illustrated in Figure 5-2 of the Technical Report, with 25th to 75th and 10th to 90th percentile bands. The thin dotted lines are the corresponding average perceived temperatures.

Precipitation

In Figure 5-3 of the Technical Report is illustrated the wetter season lasts six months, from early May to early November and the rest of the year is the drier season. The annual snowy period lasts for seven and half months, from end of September to mid-May.

In general, the climate does not present a significant challenge to mineral exploration activities. Diamond drilling can be conducted year-round on the Paana Project. Typically, there is only a four-to-six-week period around Easter during the spring snow thaw when field activities are restricted to avoid damage to forestry roads.

Physiography

Most of Finland consists of hilly lowlands, which mainly consist of moraine soils. About three-quarters of the land surface is covered by forest, mainly coniferous forest, and less than one-tenth is arable land. The northwestern parts of Finland are part of the Scandinavian mountain chain.

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Finland is sometimes called “the land of a thousand lakes”. With its around 187,000 lakes, Finland is, in relation to its size, the world’s richest country in lakes. Approximately one tenth of the land surface is under water.

Over a third of Finland lies north of the Arctic Circle and has two months of midnight sun. The Paana project area is between 225 and 265 m above sea level. The landform is gently undulating forested hills composed of composed of mixed pine (Pinus silvestris), spruce (Picea abies) and birch (Betula pendula and B. pubescens) with a very low understory of blueberry, heather, lichens, and mosses. The land is separated by bogs and marshes. While it is possible to drill on the bogs and marshes, heavy mechanized equipment is best suited for this task in the winter to avoid unnecessary environmental damage.

Local Resources

Kittilä town is the perfect size for cost-effective exploration. Despite its remote location, the region is well developed and has excellent infrastructure. Thanks to Agnico-Eagle Finland Kittilä and Boliden Kevitsa mines, the area has easy access to highly skilled contractors, including drilling, geophysical, and analytical services.

Infrastructure

The license area lacks the necessary infrastructure, including power, water, and sewage lines. The nearest high-voltage power line is located circa 30 km from the Paana Central exploration permit to the south.

Electricity

Finland, along with Norway, Sweden, and Denmark, is part of the Nord Pool electricity market. Nord Pool is one of the largest power markets in Europe, facilitating the trading of electricity among its member countries. The market operates as a power exchange where electricity producers, consumers, and traders can buy and sell electricity in real-time or through forward contracts.

In the Nord Pool market, electricity prices are determined based on supply and demand dynamics, reflecting factors such as generation costs, fuel prices, weather conditions, transmission constraints, and demand patterns. Prices can vary throughout the day and across different regions, responding to changes in market conditions and grid congestion. Finland generally has competitive electricity prices for industrial users compared to many other European countries.

History

The Paana Project area has been subject to mineral exploration for iron, copper and gold occurrences over the past 45 years. The known mineral prospects within the Paana Project are as follows: Aarnivalkea gold and Sätkenäjärvi iron mineral prospects.

The Aarnivalkea prospect is a greenfield discovery with historic Base of Till (BoT) drillholes that had not been assayed for gold by previous owner before S2.

The following section of the report has been sourced by S2 in the Central Lapland project Information Memorandum prepared by Markus Staubmann (S2 Resources, 2020).

Prior Ownership

Puma Mining Oy, is a prior mineral exploration permit holder over the Sätkenäjävi iron mineral occurrence within the Paana Project as listed in:

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• Claim reservation in 2010; and

• Reservation from 2013 to 2015

Previous iron ore and base metals mineral exploration undertaken on the Paana Project have been done by Outokumpu.

Sirius Europa Pty Ltd, a 100% owned subsidiary of Sirius, partially acquired the property as the acquisition of a 67% stake in Norse Exploration Pty Ltd, who had full ownership of Sakumpu subsidiary. In September 2015, the Paana Project was vended into S2 as part of the demerger scheme, executed during the acquisition of Sirius by Independence Group NL. The original agreement between Norse and S2 was amended in November 2015, with S2 acquiring the additional 33% of Norse for a consideration of A$1.26 million in the form of S2 shares providing 100% ownership of Norse and its wholly owned subsidiary Sakumpu as shown in Figure 6-1 of the Technical Report. The current project area retains some of this original ground holding but has more recently been the result of S2’s ongoing focused exploration targeting.

In 2018, S2 was the first mineral exploration permit holder over the Aarnivalkea mineral occurrence within the Paana Project according to the Mining Register Map Service administered by Tukes.

Previous Production

No previous mining production is known to have taken place over the Paana Project.

Finnish state entity Otanmäki 1966.

In 1966, Otanmäki Oy conducted regional geology, regional geophysics and detailed geology in the Sätkenäjärvi iron mineral occurrence area.

GTK 1973-1979

Between 1973 and 1979, regional geochemical saprock, till, peat, and stream-sediment surveys were conducted by geologist Matti Äyräs. Gold was not analyzed. Base metals and Mg indicated the presence of mafic and ultramafic rocks in the region. The regional geochemistry exploration resulted in the identification of geochemical anomaly.

The till characterization program involved the collection of samples at 100 m intervals along lines spaced between 1 and 2 kilometers. The analytical method employed a semiquantitative OES-quantometer, which did not include the analysis of gold or arsenic.

In 1979, GTK completed a regional, low-altitude aeromagnetic, electromagnetic and radiometric geophysical survey over the Paana area, which resulted in the identification of geophysical anomalies.

Outokumpu (1979-1984)

Between 1979 and 1984, the public listed company Outokumpu Oyj, conducted five deep diamond drilling (DDH) within the Paana area, targeting iron. To date, no samples from the Outokumpu historic drill core have been viewed or re-sampled.

GTK (1997)

In 1997, GTK conducted 12 short DDH (with a max. length of 27.55 m) for vertical reconnaissance along a forestry road across Paana West and Paana Central. The drill core sampling was non-systematic, with only two samples were analyzed for gold, which returned 0.4 m at 0.3 ppm Au and 3.1% As from 5.8 m to

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6.2 m in DDH R10.

In April 2018, all drill cores were re-logged and re-sampled by S2, with the mineralization exhibiting a typical orogenic gold geochemical signature, comprising Au-As-Bi-Sb-Te-W.

GTK and academic partners

As part of the Finnish Reflection Experiment (FIRE) (Kukkonen et al., 2006), GTK collaborated with the University of Helsinki and University of Oulu. A detailed structural analysis of the CLGB was conducted at the southern edge of Paana East, which helped to infer the location of the Hanhimaa and Muusa Shear Zones, which continues through the Paana area. The A4 profile’s analyzed portion was used for this purpose.

In 2007, GTK completed more detailed seismic profiles for the CLGB three-dimensional (3D) modeling project. The results of this survey led to the identification of a new tectonic structure, the Kapsajoki Shear Zone, which runs parallel to the east of the Hanhimaa Shear Zone and into the Paana East Exploration Permit Application (Patison et al., 2006).

GTK (2009)

Three DDH were drilled in the Paana West application area. Despite the absence of any records or assay data on this drilling, it is possible that they were testing the Muusa Shear Zone, given the close proximity of the holes to this structure.

S2 Exploration

Although S2 acquired the Paana Project in 2015, significant exploration activities commenced only from mid-2017 due to the company’s prior focus on other mineral projects. From mid-2017, S2 conducted comprehensive review of its ground holdings and advanced various early-stage mineral prospects through surface geochemical sampling and reconnaissance drilling. The company employed a systematic approach to testing and evaluating geochemical and structural targets utilizing ionic leach and BoT drilling techniques. This was undertaken with the objective of identifying the most prospective areas for deeper drilling. The main mineral exploration activities undertaken by S2 on the Paana Project are listed in Table 6-2 of the Technical Report.

Base of till drilling

S2 conducted extensive reconnaissance BoT programs with the objective of identifying the bedrock source of the gold anomalism previously defined in the summer ionic leach geochemical survey. BoT drilling is conducted using a percussion flow through sample bit, which can collect a 20 cm sample of bedrock material at the base of glacial till deposits up to 20 m thick.

In the winter of 2019, S2 conducted a reconnaissance BoT drilling program beneath an ionic leach goldarsenic soil anomaly on the Paana exploration permit. The data compilation process involved the acquisition of existing data from GTK, including regional geophysics, geochemistry datasets, and drill data. In 2019, 2,277 BoT drilling holes and 61 diamond drill holes were completed, with BoT drilling primarily following up on ionic leach anomalies. The program continued into 2020 and 2021, with extensive BoT and diamond drilling, and UAV magnetic surveys despite the global pandemic caused by the novel coronavirus (COVID19).

The BoT program comprised 1,363 holes drilled on a 400 by 20 m grid, with selected infill to 100 x 10 meters. The close spacing is necessary because there is very little or no mechanical or chemical dispersion and the sample is effectively a sample of fresh rock or rubble buried beneath transported glacial till.

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BoT drilling, undertaken by Moreenityo Macklin Oy, collects 20 cm bedrock samples at the base of glacial deposits. These samples are analyzed for gold and multi-elements. In 2020 and 2021, further Unmanned Aerial Vehicle (UAV) magnetic surveys and diamond drilling were conducted, revealing significant northsouth trending structures.

Samples were delivered by S2 personnel to the ALS Minerals Sodankylä, Finland laboratory for preparation, which included weighing and then screening to produce a sieved fraction <180 microns, which is then analyzed for gold and base metals. The prepared samples are then forwarded to the ALS Minerals Loughrea, Ireland, for analysis.

Andy Thompson has personally inspected all sample chips. The location of BoT collars was determined with a handheld GPS, with an accuracy of within 3 meters. At this stage, drill holes are considered to be BoT geochemical samples, with a diameter of 400 by 20 meters for initial reconnaissance and 100 meters by 10 meters for detailed infill.

The BoT samples are visually inspected to ascertain their likelihood of being basement samples. This is done in order to determine whether the hole has failed to reach the basement due to the presence of boulders or excessive cover thickness. The diamond drill core recoveries are recorded by the driller and written on core block markers. The exact recovery is then recorded on a meter basis after core mark-up and recorded in the database.

Diamond drill collars are pegged using a Trimble Differential Global Positioning System (DGPS) to an accuracy of +/- 1m. Drill rigs are aligned to Grid west using the Standard Finnish National Grid ETRSTM35FIN. The holes are downhole surveyed using a Deviflex tool. The BoT program defined a 1.3 km long corridor of deformed and altered greenstones with extensive gold mineralization.

Exploration activities

In 2015, a regional structural interpretation of the CLGB was conducted by Rankin Consulting, with the objective of identifying zones of potential gold mineralization. This work identified 77 target zones, which were ranked based on criteria such as structure type, proximity to other structures, favorable lithology, alteration, and proximity to known mineralization (Rankin Consultancy PL trading as Geointerp, 2016). S2 employed these target zones to identify prospective areas for exploration. Furthermore, S2 and GTK collaborated on a prospectivity modeling exercise using fuzzy logic to model gold deposit potential.

Geological mapping

In 2017, initial systematic soil sampling for ionic leach analysis (677 samples) and rock chip sampling (16 samples) was conducted, revealing anomalous Au and Au pathfinder elements. In 2018, the second phase of soil sampling (858 samples) was completed.

Petrographic

Two preliminary petrographic reports were generated, one related to the original BoT drilling and another with selected samples from the first round of diamond drilling (A & A Crawford Geological Research Consultants, 2019) (A & A Crawford Geological Research Consultants, 2021). These analyses revealed the presence of abundant free gold grains associated with pyrite, pyrrhotite, and/or arsenopyrite.

S2’s exploration has been concentrated in the Paana Central area, where the Aarnivalkea gold mineral prospect and Paana East prospects have been identified. The Aarnivalkea West and East explored areas are approximately 1.5 km apart within the Paana Central exploration permit.

Geophysical surveys

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S2 completed a regional geochemical soil survey, collecting 15,325 first-pass and infill samples. This survey highlighted several anomalous trends and discrete anomalies.

Geology Setting

Regional Geology

The Fennoscandian shield

The Lapland region bedrock in northern Finland is situated within the broader geological context of the Fennoscandian Shield, a significant major crustal component of the Eastern European craton (Lahtinen et al., 2018). The formation of the East European Craton, occurring approximately between circa 2.0 and 1.7 billion years ago, resulted from the successive collisions of three semi-autonomous crustal segments: Sarmatia, Volgo-Uralia, and Fennoscandia. The latter encompasses Archean remnants and Proterozoic crust, with notable events including major cratonic rifting, basin opening, and the development of passive margins. Paleoproterozoic collisional sutures between these segments were reactivated during Meso- and Neoproterozoic periods.

The Fennoscandian Shield is one of the major Precambrian shield areas in the world. It forms the northmost part of the Precambrian Eastern European craton, that is mostly covered by Paleozoic sedimentary rocks. Archean rocks are exposed in northwest Russia, east and north Finland, and north Sweden. They form the Archean domain, which includes three Mesoto Neoarchean terrains, the Kola province, the Belomorian province, and the Karelian province as illustrated in Figure 7-1 of the Technical Report.

The Lapland region predominantly consists of Precambrian rocks, comprising the Karelian and Kola cratons within the Fennoscandian Shield. The Karelian craton, for instance, exhibits a complex Archean history, evidenced by multiple generations of greenstone belts. These belts point to a sequence of geological events, including continental core generation, accretion events forming a protocontinent, major cratonic rifting, and subsequent orogenic episodes.

During the Paleoproterozoic era, the geological landscape witnessed significant tectonic activity, leading to the formation of rift-related basins. These basin’s evolution is characterized by various lithostratigraphic units, showcasing a deposition of volcanic and sedimentary rocks alongside phases of deformation and metamorphism during the Svecofennian Orogeny.

Central Lapland Greenstone Belt (CLGB)

The Paleoproterozoic CLGB represented in Figure 7-2 of Technical Report, stands as a prominent geological feature in the Fennoscandian Shield, stretching across circa 450 km from Norway through Finnish Lapland to the western part of Russian Karelia, covering an area of roughly 30 k sq km. The majority of the CLGB comprises of a volcano-sedimentary sequence deposited on the Archean basement during multiple episodes of rifting around 2.44 to 2.0 Ga. As shown in Figure 7-2 of the Technical Report, the core of the CLGB includes the mafic volcanic rock-dominated Kittilä terrane.

Its evolution spans several hundred million years, marked by intracontinental rifting, basin opening, and eventual cessation by the Svecofennian orogeny. Figure 7-3 of the Technical Report illustrates CLGB’s lithostratigraphy, revealing distinct units such as the Salla Group, Kuusamo Group, Sodankylä Group, and others, each representing different phases of volcanic and sedimentary deposition. The CLGB is divided into five lithostratigraphic groups: Salla, Onkamo, Sodankylä, Savukoski, and Kittilä groups, overlain by molasse-like sedimentary units of the Lainio and Kumpu Groups. The supracrustal rocks of the CLGB have been divided into seven lithostratigraphical groups, which from oldest to youngest are the Vuojärvi, Salla, Kuusamo, Sodankylä, Savukoski, Kittilä, and Kumpu Groups (see Figure 7-3 of the Technical Report).

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The CLGB consists of a supracrustal sequence of maficultramafic metavolcanic rocks, mafic dikes and sills, quartzites, phyllites and graphitic schists that were deposited between 2.40 and 1.95 Ga during the protracted rifting of the Archaean Karelian craton. Metamorphism and deformation of these rocks took place during the Svecofennian orogeny (1.93-1.80 Ga). Calc-alkaline intermediate-felsic volcanism and deposition of clastic sediments (Salla Group) was followed by accumulation of komatiitic-tholeiitic volcanic rocks and terrestrial to shallow marine sedimentary units (Sodankylä Group) during the early stages of intracratonic rifting between 2.44 and ca. 2.2 Ga. Komatiites-picrites and high-Mg basalts erupted and shallow to deep marine sediments were accumulated during the re-activation of rifting between ca. 2.2 – 2.05 Ga (Savukoski Group; see Figure 7-4 in the Technical Report). Continental break-up commenced at around 2.05 Ga and extensive komatiitic and basaltic lavas, as well as carbonaceous material rich deep marine sediments (Kittilä Group; see Figure 7-4 in the Technical Report).

The geological evolution of the CLGB spans several hundred million years, starting around 2.44 billion years ago with intracontinental rifting of the Archean Karelian basement. This was followed by a prolonged period of basin opening with significant sedimentary and volcanic activity, culminating in the cessation of basin formation around 1.92 billion years ago due to the Svecofennian orogeny. Structurally, the region has experienced multiple deformation events:

• D1/D2: N-to NE-directed thrusting associated with the Svecofennian orogeny, exemplified by structures like the Sirkka Shear Zone.

• D3: Development of N-S to NE-SW strike-slip shear zones that displace or intersect the earlier thrust zones, such as the Kiistala shear zone .

Moreover, the region’s Phanerozoic and Cenozoic evolution, influenced by factors like glacial erosion and preglacial weathering, has left significant imprints on the geological landscape. The uplift of northern Fennoscandia and subsequent glacial advances have shaped the topography and geological formations, impacting mineral exploration efforts.

The geological setting of northern Finland has been influenced by tectonic events related to the uplift of northern Fennoscandia, which began in the Late Cretaceous in response to the opening of the North Atlantic. This uplift continued intermittently throughout the Cenozoic, leading to the development of low-relief palaeosurfaces in Finnish Lapland.

Local and Property Geology

The Paana Project area covers interpreted extensions of the Hanhimaa and Muusa Shear zones and is considered highly prospective for structurally controlled lode gold mineralization with many geological similarities to the Suurikuusikko deposit located circa 16 km to the SE (S2 Resources, 2020).

The Panaa area lies within a zone of major bending of the greenstone belt structural grain from N-S and NE-SW in the north and south respectively. The majority of the area comprises variably (non- to weakly) magnetic metasediments / metavolcanics assigned to the Vesmajärvi mafics with intermixed banded ironstones typically towards the western application. Two domal, N-S elliptical granitoid complexes to the north of the area lie within the axes of relatively strike-extensive F2 antiforms. The trend of mineralization at the Aarnivalkea mineral prospect is estimated to be dipping steeply to the east at approximately 75 to 80 degrees.

According to S2, drilling has confirmed the presence of a significant bedrock shear zone system with intense hydrothermal alteration, widespread gold anomalism, and high-grade gold mineralization. The gold mineralization is associated with intense albite-sericite-carbonate alteration, with abundant disseminated arsenopyrite and multi-generational deformed quartz veining.

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Mineralization

The Aarnivalkea mineral prospects within Paana Project have been undergoing exploration activities on Aarnivalkea West and Aarnivalkea East areas. The Aarnivalkea West and Aarnivalkea East areas are circa 2 km away from each other within Paana Central exploration license. The Hanhimaa Shear Zone, a major shear zone that is known to host several gold occurrences, is crossing the target from north to south. The mineralization is situated within a zone of significant structural deformation of the greenstone belt, exhibiting a transition from north-south alignment in the northern half of the property to an east-west orientation in the southern half. The majority of the area is comprised of variably (non- to weakly) magnetic metasediments/metavolcanics, which have been assigned to the Vesmajärvi mafics and are typically intermixed with banded ironstones, which are concentrated towards the western application. At Aarnivalkea West, there are shear-hosted quartz-carbonate gold-bearing veins as well as disseminated gold hosted in altered (albite+séricite) metavolcanics and sediments peripheral to the higher-grade veins.

The drilling at Aarnivalkea West has confirmed the presence of a shallow dipping gold mineralization, which can be followed for approximately 800 m trending NNW and dipping east at circa 75 to 80 degrees. Density of drilling is too sparse to really comment on grade continuity. The depth extension is unknown, but in cross section 7,551,760 mN, the gold mineralization has been intersected approximately 200 m down dip as shown in Figure 8-2 of the Technical Report. The section through holes 62 and 69 have intersected gold 350 m down dip.

Exploration

No exploration results have been reported or commissioned by Outback. The results of previous operators’ exploration activities are included in Section 6 of the Technical Report.

Mineralization

Gold is either the only economically important metal or an important by-product in eleven wellcharacterized deposit types - paleoplacer, orogenic, porphyry, epithermal, Carlin, placer, reduced intrusionrelated, Volcanogenic Massive Sulfide (VMS), skarn, carbonate replacement, and iron oxide-copper-gold (IOCG). Most of the gold deposits are formed in accretionary orogens. The genetic types of gold deposits known in Finland include gold-rich VMS, metamorphosed high-sulfidation epithermal, porphyry goldcopper, orogenic gold, placer, and paleoplacer deposits as shown in Figure 8-1 of the Technical Report.

In contrast to many other Precambrian shield areas (4,500 – 540 Ma), most of the known gold occurrences and resources in Finland are hosted by Paleoproterozoic sequences. The CLGB gold-mineralized environments can be attributed to the super-continental evolution of the region between approximately 2.75-1.77 Ga. The gold deposits were formed during the major stages of crustal growth at 1.91-1.77 Ga, during the Svecofennian orogeny.

CLGB and other orogenic gold deposits in Finland are structurally controlled. They typically occur within 0.5 to 3 km of a major first-order fault, which in most cases follows the main strike of the supracrustal belts. The host structure is usually a second or third order fault or shear zone that branches off the major structure. Another important control on gold mineralization is defined by the competence and reactivity of the rock types within an area. It is usually the locally most competent lithological unit that hosts the ore, as such rocks are the most brittle during deformation, creating more open space when fluid pressure exceeds the lithostatic pressure.

The Aarnivalkea gold deposit represents a mafic Fe-tholeiitic magmatic rock hosted orogenic gold deposit typical of the CLGB. Preliminary litho-geochemical and petrological studies have shown that the mineralization is hosted within strongly sheared and altered basalt at a contact with strongly sheared

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porphyry as illustrated in Figure 8-2 of the Technical Report.

Drilling

A total of 74 diamond drill holes (DDH) have been completed on the Aarnivalkea prospects by S2 as illustrated in Figure 10-1 of the Technical Report. In the Authors’ opinion, all drilling work performed by S2 was conducted in accordance with industry best practices, and therefore, the results should be accurate.

The true widths of drill intervals were not estimated by S2. One may posit that the mineralization-bearing orientation is insufficiently understood to permit the calculation of true widths. The relationship between the sample length and the true thickness of the mineralization is unknown. The absence of dense drilling at depth constrains the ability to accurately determine true thickness. While inferences can be drawn from drilling, these inferences are likely to be biased by the dip of the drill hole. Consequently, additional structural work is required and will be a primary focus of the issuer’s first drill program.

Phase 1 – 2019 Drilling Campaign

In the summer and autumn of 2019, S2 conducted initial wide-spaced reconnaissance diamond drilling to test the Aarnivalkea BoT gold anomalous trend in Finland. S2 conducted a systematic drill program of shallow drill holes (ranging from 80 m to 110 m depth) on a nominal 320 m line spacing, with infill to 80 m line spacing in areas of interest. The program was to be extended towards the south during the 2020 winter period, after the wetlands had frozen over. However, the extensive early snowfall prevented the underlying ground from freezing, necessitating the suspension of the program.

As detailed in Table 10-1 of the Technical Report, S2 conducted 61 DDH for a total of 6,190 m on the Aarnivalkea West mineral prospect. This confirmed the existence of a large new shear system beneath glacial cover in an unexplored district. The drilling achieved its objective, confirming the presence of a significant shear zone system with intense hydrothermal alteration and widespread gold anomalism. Key intercepts include:

• FAVD0006: 10.0 m at 1.0 g/t gold from 87.0 m;

• • FAVD0012: 5.5 m at 2.0 g/t gold from 42.0 m; including 0.7 m at 6.7 g/t gold and 1.0 m at 5.3 g/t gold; and

• FAVD0015: 6.0 m at 5.4 g/t gold from 59.0 m, including 4.0 m at 7.8 g/t gold.

These results, obtained from two lines situated 560 m apart, represent a portion of a broader reconnaissance program. Gold anomalism is primarily associated with steeply dipping zones of shearing and alteration. The drilling is characterized by a very wide spacing (fences spaced at intervals of 240-320 m) and a relatively shallow depth (with the majority of holes reaching a depth of 80-90 m). The trend of mineralization is estimated to dip steeply to the east at approximately 75 to 80 degrees.

The drilling was undertaken by MK Drilling of Ranua, Finland, using NQ2 rod size with a DDH size of 75.7 mm and core size of 50.7 mm. NQ2 core samples were logged and marked up by S2 personnel. Unbiased core sample intervals were cut in half with a diamond saw, and half of the core was sent for preparation and analysis to ALS Minerals Laboratories.

No twinned diamond holes have been drilled at Aarnivalkea. Andy Thompson, Country Geology Manager for S2 has personally inspected all drill cores and rock samples. Elevation data for all collars is determined by a digital elevation model derived from public domain 2 m Lidar data. Topographic control and map data is excellent. All reported intersections of drilling conducted by S2 have been length-weighted. A nominal 0.2 g/t lower cut-off is used for the reconnaissance diamond drill intersections. No top cut has been applied.

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High-grade intervals internal to broader zones of mineralization are reported as included intervals.

The trend of mineralization at the prospects described is estimated to be dipping steeply to the east at approximately 75 to 80 degrees.

Phase 2 - 2020 drilling campaign

In the summer of 2020, the S2 Phase 2 diamond drilling campaign was conducted on both the Aarnivalkea East and Aarnivalkea West mineral prospects. A total of seventeen drillholes were drilled, as listed in Table 10-2 and Table 10-3 of the Technical Report. S2 drilled thirteen DDH for a total of 1,286 m on the Aarnivalkea East prospect. The thirteen wide-spaced holes reconnaissance drilling program on Aarnivalkea East was designed to be a very wide-spaced near-surface first pass test of the more than 1,000 m long gold anomaly. The results on Aarnivalkea East confirmed the presence of a strongly altered and deformed shear zone with numerous zones of narrow gold anomalism.

S2 conducted four DDH, FAVD0061 to FAVD0064, with a total length of 1,453 m on the Aarnivalkea West prospect as part of Phase 2.

Phase 3 - 2021 drilling campaign

In October 2021, S2 conducted a follow-up, broad step-out, drilling diamond drilling campaign on the Aarnivalkea West prospect. This comprised ten wide-spaced (80 to over 200 m) deeper scout holes, totaling 3,749 m. The final hole, FAVD0074, did not reach the target depth and was abandoned at 249.9 m. Details of the drilling methods, sampling procedures, and geological observations are included in the S2 ASX Announcements. All reported intersections have been length-weighted, with a 0.2 g/t lower cut-off applied.

The drilling was conducted by MK Drilling of Ranua, Finland using an NQ2 rod size with a DDH size of 75.7 mm and a core size of 50.7 mm. The NQ2 core samples were logged and marked up by S2 personnel. The core samples were cut in half by a diamond saw, with one half sent for preparation and analysis at ALS Minerals Laboratories. The diamond drilling process was conducted using an NQ2 wireline bit, resulting in the production of a core with a diameter of 50.7 mm.

Aarnivalkea prospects drilling ceased in October 2021 after the drilling contractor’s newly constructed diamond rig incurred several mechanical commissioning issues and was demobilized from the site.

All core samples were photographed both in a dry state and after being submerged in water. The geological logging of the diamond drill holes was conducted using standardized codes and templates, and the resulting logs were imported into S2’s central database.

The diamond drill collars were pegged using a Trimble DGPS to an accuracy of +/- 1 m. The drill rigs were aligned to the Grid West using the Standard Finnish National Grid ETRS-TM35FIN. The holes were downhole surveyed using a Deviflex tool. The drillhole orientation was designed to intersect the mineralized package of rocks and be perpendicular to shearing and mineralization. Structural measurements from oriented core indicate that the main fabric and contacts are dipping steeply to the east, which explains why the holes were collared.

All core has been photographed both dry and wet. Geological logging of the diamond drill holes is into tough books using standardized codes and templates. These logs are then imported into S2’s central database.

Diamond drill collars were pegged using a Trimble DGPS to +/- 1m accuracy. Drill rigs was aligned to Grid west using Standard Finnish National Grid ETRS-TM35FIN. The holes were downhole surveyed using a Deviflex tool. Drillhole orientation was designed to intersect the mineralized package of rocks and

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be perpendicular to shearing and mineralization. Structural measurements from oriented core indicate that the main fabric and contacts are dipping steeply to the east, which suggests that holes collared at a -60° dip and 270° azimuth are appropriate.

All reported intersections of drilling undertaken by S2 have been length weighted. A nominal 0.2 g/t lower cut-off is used for the reconnaissance diamond drill intersections. No top cut has been applied.

Core logging, sampling and storage

S2 logging and processing facility in Kittilä: a small office space with a relatively simple, lean yet efficient logging and sample preparation facility. S2 managed all aspects of drill core processing and sampling preparation in-house, which helps to keep costs down and improve turnaround times. In Figure 10-2 of the Technical Report is shown how it looked inside the rented field office in Kittilä.

Sampling and Analysis

The logging, sampling, and core cutting were conducted by S2 personnel in the rented facility in Kittilä, Finland. The core samples were subsequently sent for sample preparation at the ALS Finland Oy laboratory in Sodankylä (ALS Minerals Sodankylä), which is an ISO-accredited laboratory (ISO/IEC 17025) and sample preparation facility. Additionally, it is a member of the global ALS Minerals laboratory network. The ALS laboratory operated as an independent entity and was not affiliated with S2. Upon receipt at ALS Minerals Sodankylä, samples were subjected to a series of quality control checks, including comparison with the accompanying submission documents, drying, weighing and recording in the ALS Minerals database. All assay samples were subsequently submitted to ALS Minerals Loughrea, an ISO-accredited (ISO/IEC 17025) laboratory in Ireland. Two distinct assay procedures were employed for gold analysis, as outlined below. The first gold assay procedure involved:

• Au-ICP22: Gold by fire assay and ICP-AES of 50 g sample and over grade samples; and

• Au-GRA22: Gold by fire assay and gravimetric finish of 50 g sample.

The second gold assay procedure involved: Au-AA26: Gold by fire assay with AA finish of 50 g sample. The base metals were only assayed from S2 Phase 1 drill campaign using the following method: MEMS61™ method involves four acid digestion followed by ICP-MS assay for 48 elements.

Certified Reference Materials (CRMs) were provided by Ore Research & Exploration Assay Standards (OREAS), and blanks were inserted in the sample flow at a rate of approximately 1/15. The assay results of the CRMs were monitored by checking whether they passed or failed to plot within the two Standard Deviation (2SD) range given by the OREAS for the respective CRM. The provided assay data indicates that 95% of the CRM assays passed the test. However, the authors identified deficiencies in the sample custody process. While the S2 project team had left drill core boxes, pulp rejects and pallets outdoors on a public parking plot, the samples were not adequately protected. For the reasons discussed in the subsequent paragraphs, the author is not recommending the use of the aforementioned database and the assays conducted thus far as the basis for a future mineral resource estimate, without the inclusion of control assays of assay pulp rejects and twinning key drill holes.

Core Cutting

The core recoveries initially recorded by the driller and written on core block markers were then recorded on a meter basis after core mark-up, followed by their inclusion in the database. Core logging was initially conducted in notebooks using standardized codes and templates developed by S2. The utilized standardization methodology proved to be suitable for implicit wireframing. Additionally, drill core was geotechnically and structurally logged and photographed both in a dry and wet state. Subsequent to this,

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various logs were imported into S2’s respective master databases. This database entry serves as the foundation for quality control procedures prior to the dispatch of samples to the laboratory. It encompasses overlapping and missing sampling intervals, along with drill core photos, and ensures the integrity of the sampling process. All drill core cutting was conducted at the field office in Kittilä, utilizing the core saw depicted in Figure 11-1 of the Technical Report.

The sample intervals were typically one meter in length, although they were modified on a case-by-case basis by S2 geologists based on lithological and assumed gold grade considerations.

Sample preparation

Core samples were then sent for sample preparation at ALS Minerals Sodankylä. Upon arrival at ALS Minerals Sodankylä, samples were subjected to a series of quality control checks. These included a comparison of the submitted sample documentation with the samples themselves, drying, weighing, and recording the data on the ALS Minerals database. The sample preparation protocol included the following steps, which were applied to all assay methods:

• Fine crushing to 70% passing 2 mm (CRU-31);

• Splitting the sample – Boyd rotary splitter (SPL-22Y); and

• Pulverization.

ALS Minerals Sodankylä, Finland laboratory is ISO accredited 17025. Core samples submitted by Sakumpu to ALS laboratory were weighted and recorded into a database. The sample preparation protocol included:

• Fine crushing to 70% passing < 2 mm (CRU-31);

• Splitting sample – Boyd rotary splitter (SPL-22Y) or split by riffle splitter (SPL-21); and

• Pulverization 1,000 g to 85% passing < 75 µm (PUL-32).

Information received from S2 indicates that the majority of the bulk assay rejects have been disposed of, but that all pulp rejects should be stored outside with the core.

The BoT samples were dried and sieved by S2 personnel. A representative portion of the coarse fraction was retained and logged. The BoT samples were delivered by S2 personnel to the ALS Minerals Sodankylä laboratory for preparation, which included weighing and then screening to produce a sieved fraction <180 µm for analyses of gold and base metals. The prepared samples were transported to ALS Minerals Loughrea, Ireland, for analysis.

Analyses

Drill core samples

All assay samples were submitted to the ALS Minerals Loughrea laboratory by ALS Minerals Sodankylä. Two assay procedures for gold were employed. The first gold assay procedure involved:

• Au-ICP22: Gold by fire assay and ICP-AES of 50 g sample and over grade samples; and

• Au-GRA22: Gold by fire assay and gravimetric finish of 50 g sample.

The second gold assay procedure involved: Au-AA26: Gold by fire assay with AA finish of 50 g sample.

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The base metals were only assayed from S2 Phase 1 drill holes using the following method: ME-MS61™ method involves four acid digestion followed by ICP -MS assay for 48 elements. The detection limits and range of element grades per assay method are presented in Table 11-1 and Table 11-2 of the Technical Report.

The analytical methods employed for each drill hole are presented in Table 11-3 of the Technical Report.

The authors were unable to obtain the assay procedures for hole FAVD0074 and all drill holes commencing with FPAD, i.e. Aarnivalkea East prospect.

QA/QC

S2 Quality Assessment / Quality Control (QA/QC) included the following components:

• CRM were inserted at a rate of approximately one in every 15 samples (circa 7.5% of samples);

• Blank material (which was not certified but was gravel available from the hardware store—sourced from screened till material—blanks were inserted at the beginning of the drill hole and after visible mineralized zones) was also included; and

• No laboratory duplicates were made.

The CRM material consisted of several certified samples provided by OREAS, Australia. S2 uploaded the CRM assay results into the master assay database and monitored the laboratory performance by checking whether the assay results fell within the 2SD range provided by OREAS for the respective CRM. Figure 11-2 of the Technical Report depicts the authors’ study of the laboratory performance of the selected CRM, while Figure 11-3 of the Technical Report presents the results of the blank assays.

The authors cross-checked the gold readings of more than 50 samples in the master database against the original ALS Minerals laboratory certificates and found no data entry errors.

Density determination

S2 did not perform any density measurements on their drill core or other geological material. In order to conduct any future mineral resource estimation at the Paana Project, it is essential to develop a bulk density regression formula.

Sample security and stockage

The chain of custody was managed by S2 personnel. The drill core was visually inspected at the drill rig and then transported to S2’s logging and cutting facilities by S2 personnel for logging, cutting, and sampling. Bagged samples were transferred to ALS Minerals Laboratory in Sodankylä by S2 personnel.

However, upon ceasing exploration activities in Finland, S2 ceased operations at its Kittilä rented office and storage facility, and the drill core boxes were piled on pallets and stacked outdoors, along with the assay reject boxes. The entirety of this material remains on the public parking lot in the industrial park in Kittilä.

QA/QC results

The author was furnished with a master assay database comprising the assay results of the drill core and standards, as well as the pass/fail study of the assay results of the standards. The following assessment pertains solely to that database, and the author is aware that S2 lacks data from the aforementioned database.

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The author found the utilized data logging system to be satisfactory, and no data entry errors were identified in the spot checks. However, it was noted that the assay database was not complete, as not all assay results had been uploaded into the database. The explanation given for this was that S2 had done some resampling of previously sampled core, but a choice had been made regarding which data was entered into the database to avoid overlapping sample intervals. The authors find this inadequate at this stage of exploration. Another shortcoming was the absence of records of the assay methods employed. Such information is crucial for a more detailed analysis of the assay results.

The lack of base metal assays in Phases 2 and 3 of the drilling programs hinders the geological modeling and domaining required for a future resource estimate. In the author’s opinion, the S2 exploration method reliably documents the existence of the gold mineralization, its approximate gold grades, and continuity. In the author’s opinion, the deficiencies in the QA/QC procedures, including the absence of duplicates and twin holes, as well as the incomplete data in the database, render the current data unsuitable for resource modeling at this time. The author recommends an assay program for assay rejects and twinning of key drill holes. Furthermore, the future sampling and assay program should include a higher percentage of inserted certified reference materials (at least 10%), certified blanks, and laboratory duplicates with robust followup of the assay results after each assay batch is completed.

Data Verification

In this section, is further described the detailed steps taken by the authors to verify the data used in the Technical Report. A review of the historic and current data by the qualified person, along with a site visit and drill core review, has determined that the newly obtained and historic data are considered suitable and adequate for the purposes used in the Technical Report.

The qualified persons are confident that the current personal inspection, site visit, and subsequent data verification exercises and spot-checks described demonstrate that the data is adequate and of sufficient quality for the purpose of exploration information disclosure used in the Technical Report. Moreover, it is imperative, without exception, to emphasize the necessity of acquiring a number of independent check samples to corroborate the reliability of historical assays should a forthcoming mineral resource estimate be envisaged, and the historical data is earmarked for incorporation into such an estimation.

Site visit

From May 2 to 3, 2024, the authors conducted a personal inspection on the Paana Project. The Paana Project area is easily accessible by car, and three drill holes collars were visited by foot using snowshoes and digging in snow with handheld shovels. The project area was covered in snow, but based on a topographic map and aerial photos, the project area was determined to be moderately undulating, mostly forested land without any obvious obstacles for fieldwork. Due to the snow, only drill collars nearest to the road were visited. This was complemented by a review of digital documents and databases both before and after the site visit. The objective of this site visit was to gain an understanding of the Paana Project, conduct an independent verification of drilling protocols, QA/QC protocols and assay data validation in assess the compliance of the work being conducted, and provide guidance, if necessary, to ensure the project was ready for next exploration phase prepared under NI 43-101.

On May 3, 2024 the authors conducted data verification at the outdoor drill core storage location. The drill core boxes were stacked in high piles close to each other, which limited access for crosschecks. The original laboratory certificates were made available to the authors. The authors conducted random data entry checks on the database.

The site visit to the Paana project drill core archive location, Paana Project drilling location and exploration area was conducted. The authors conducted a comprehensive site visit, during which they surveyed three

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drill hole collars location in the area. Their findings corroborate those reported here and in the master database. No outcrops were visible due to thick snow cover during the site visit.

Drill hole surveys

The authors undertook a review of the of the Paana drill hole nearest to the logging road. Three drill holes collar locations were inspected and a fourth collars could not be found under the snow cover. All drill holes collars visited were capped and the capping was engraved with the drill hole number. The wooden stick beside three drilling sites with one drill hole collar each were visited, as shown in Figure 12-1 of the Technical Report, FPAD0003 drill hole casing coordinates were confirmed with a Garmin handheld GPS device and a mobile smartphone compass. The plan coordinate system used is ETRS-TM35FIN, i.e. Standard Finnish National Grid. Drill hole casings were clearly visible under the snow cover and easy find since a wooden stick was visible above the snow cover. The drill hole collars data verification is considered sufficient for the purpose of the Technical Report.

S2’s elevation data for all collars was determined by a digital elevation model derived from public domain two meter Lidar data.

Following the verification of the data, the authors have concluded that the collar coordinates, downhole surveys, lithologies and assay results are suitable for the purpose of this exploration information technical report.

Drilling, logging, sampling and assay verification

The laboratory certificates files provided by S2 has been checked by the authors and found to be accurate. A brief comparison spot check comparing the lab certificates to the data stored in the geological database was completed.

Additionally, the authors have reviewed the S2 drilling and logging standard protocol and have not identified obvious issues. Consequently, the data is considered reliable for the purpose of the Technical Report.

Drill core verification

The QP completed inspection of drill core recovery and mineralization during the visit at the drill core archive location in Kittilä. On May 3, 2024, the authors examined three drillhole cores with the objective of verifying the lithological and mineralogical properties as well as sampled intervals recorded in the drill cores logs.

The drill core had been sampled by cutting it in to halves or quarters as shown in Figure 12-2 of the Technical Report. In all drillhole cores verified, the original sample intervals had been noted on the wooden core trays.

In Figure 12-3 of the Technical Report, the markings on the drill core boxes were observed to have almost faded out.

According to the Finland Mining Act, in the termination of the Exploration Permit, the company is obliged to offer the drill core and other sample material to the National Drill Core Archives, which then decides whether to take the material, all or selected. This presumes that the company will maintain the sample material in good condition.

During the site visit, access to the drill core was limited due to the tight stacking as shown in Figure 12-4 of the Technical Report. However, the inspection of the drill core showed a good correspondence between

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the S2 logging data and the author’s observations.

Gold was routinely assayed at the Paana Project and the S2 Phase 1 drill holes were also assayed for base metals, i.e. 40 elements. While the authors did not complete a full re-log of the three drill holes examined, they conducted a series of brief comparison spot-checks to verify the recorded lithological descriptions and sample intervals in the drillhole logs. Their findings indicate that the original descriptions provided in the S2 drillhole logs and sampled sections are accurate and largely consistent with the authors observation.

While the qualified person is satisfied that the historic drill core logging and sampling was completed to a high standard, it is recommended that a number of check samples be taken to verify the reliability of the historic assays. This is an absolute necessity if a mineral resource estimate is to be completed in the future and the historic data is to be included in such an estimate.

Drill hole database verification

The drill hole database, which included collar, survey, geology and assay files, was provided in Microsoft Excel format and Microsoft Access for database validation. The drill hole database functioned well, but it was noted that the assay database lacked comprehensiveness, as not all assay results had been included. This discrepancy was attributed to S2’s resampling of previously sampled core material. S2’s decision was made to selectively enter data into the database to prevent overlapping sample intervals. Nevertheless, the authors contend that this approach is inadequate at this stage of the mineral exploration process. Furthermore, there was a conspicuous absence of documentation regarding the assay methods employed, which is essential for conducting a more comprehensive analysis of the assay results.

The authors did not identify any significant errors in the significant assay results publicly disclose by S2 as ASX announcements, with the exception of minor transcription errors. A few errors have been observed in Phase 1 assay results as follow:

• FAVD0040: including 1.01 m at 36.2 g/t gold from 41.9 m; other assays table listed from 41.49 m; and

• FAVD0040: 3.96 m at 1.5 g/t gold from 58.72 m; other assays table listed from 58.75 m.

QA/QC protocol

The author has reviewed the QA/QC information and found the data to be adequate for technical reporting.

Mineral Resources and Reserves

Not applicable.

Mining Operations

Not applicable.

Exploration and Development

The authors purpose that the following two successive phases of work to be considered for the next project update, which is an exploration target delineation. The recommendation to proceed to the Phase 2 of work is contingent upon positive results from the previous phase of work, i.e., Phase 1.

The authors recommend implementing an assay program for assay rejects and the twinning of key drill holes. Furthermore, it is recommended that future sampling and assay programs incorporate at least 10%

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inserted CRM, certified blanks, and laboratory duplicates. It is also advised that robust follow-up of assay results be conducted after each assay batch is completed in order to ensure the accuracy and reliability of the results.

Phase 1

A work program of 2,300 meters of diamond drilling on the Aarnivalkea prospects would cost approximately CA$1.0 million. In addition to this, re-sampling, re-logging and specific gravity would also be useful to better define structural trends and footprints over the Aarnivalkea West and Aarnivalkea East prospects. The following tasks are recommended for Phase 1 exploration work program:

• Retrieval, verification and re-logging of historic drill core;

• Estimation of bulk density formulas based on a minimum of 25 drill core measurements from waste to mineralized rock;

• A 2,300 m Phase 1 Exploration Diamond Drill Work Program divided between the following two mineral prospects:

• Aarnivalkea West drilling to a depth of 300 m, with 5 holes and 1,500 m of core;

• Aarnivalkea East drilling to a depth of 200 m, with 4 holes and 800 m of core;

• The objective of the exploration target generation was to include conceptual cut-off grade determination, 3D modeling of mineralization, and simple estimation of tonnage and grade ranges.

The objective of the Phase 1 work program is to identify exploration targets, recommend an exploration program, and present a budget and schedule. The objective of the drill core re-logging is to inform an updated exploration model that will be incorporated into the exploration target. The estimated cost breakdown budget to advance the Paana project in the Phase 1 work program is presented below.

Item	Qty	Unit	Unit Cost	Total Cost	Total Cost (CA$)
			(Euro)	(Euro)
Re-logging all historical drill holes	10	Day	850	8,500	12,750
Historical drill core assays and pulp rejects verification	100	Piece	50	5,000	7,500
Drilling & twin (including logging and assays)	2,300	M	260	598,000	897,000
Bulk density measurements	25	Piece	45	1,125	1,687.5
Contingency	10	Percent	-	61,260	91,890
Total				673,885	1,010,828

The interpretation and evaluation of results at the conclusion of the Phase 1 work program will determine whether the program objectives have been met and whether further work is necessary. Any subsequent plan for further work will ensure that exploration targets are identified, an exploration program is recommended and a budget and schedule is presented. Any changes in working hypotheses and objectives will be made in accordance with the results of the Phase 1 work program.

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Phase 2

Phase 2 is contingent upon the outcomes of Phase 1 exploration results. The estimated cost breakdown for the advancement of the Paana project in the Phase 2 work program is presented below. A work program for Phase 2 of 3,000 meters of diamond drilling on the Aarnivalkea prospects in addition to high-resolution magnetics (ground or drone) and baseline Induced Polarization (IP) measurements.

Item	Qty	Unit	Unit Cost	Total Cost	Total Cost (CA$)
			(Euro)	(Euro)
Drilling & twin (including logging and assays)	3,000	M	260	780,000	1,170,000
High-resolution magnetics(drone)	100	Line-km	200	20,000	30,000
Baseline IP lines	20	Line-km	2,500	50,000	75,000
Contingency	10	Percent	-	85,000	127,500
Total				935,000	1,402,500

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INFORMATION CONCERNING THE RESULTING ISSUER

Corporate Structure

Following the closing of the Acquisition, the Target will become a wholly-owned subsidiary of the Company and the Company will continue to operate as the Resulting Issuer under the new name, “Valkea Resources Corp.”.

The Resulting Issuer’s head office will be located at Suite 600 - 1111 West Hastings Street, Vancouver, British Columbia, V6E 2J3 and its registered and records office will be located at 353 Water Street, Suite 401, Vancouver, British Columbia V6B 1B8.

Narrative Description of the Business

Stated Business Objective

Assuming closing of the Acquisition, the Resulting Issuer will operate within the mining sector, involved initially in exploration and development of precious and base metals properties, and continue to be listed on the TSXV as a Tier 2 mining issuer. It currently anticipates conducting exploration work on the Paana Project as described in further detail in the Technical Report.

Milestones

The Resulting Issuer’s primary milestone will be the initiation of the exploration work program on the Paana Project. See “Information Concerning the Paana Project”. As described in greater detail in the Technical Report, the estimated cost of the Phase 1 exploration work program will be approximately $1.011 million, and the estimated cost of the Phase 2 exploration work program (which is contingent upon the successful completion of the Phase 1 work program) will be approximately $1.4 million.

The Resulting Issuer believes it has the working capital available to fund ongoing operations which will be sufficient to meet its obligations, as currently contemplated, for a minimum of 12 months. The Resulting Issuer will also use working capital to conduct due diligence reviews on additional projects with the aim of identifying and securing further high quality exploration, development, and production stage projects.

Exploration and Development

The Resulting Issuer intends to explore and develop the Paana Project in accordance with the recommendations set forth in the Technical Report. See “Information Concerning the Paana Project – Exploration and Development”.

Description of the Securities

No change to the Company’s capital structure is contemplated as a result of the Acquisition. Therefore, the securities of the Resulting Issuer will be the existing securities of the Company.

The holders of Shares of the Resulting Issuer will be entitled to vote at all meetings of shareholders of the Resulting Issuer, to receive dividends if, as and when declared by the directors and to participate rateably in any distribution of property or assets upon the liquidation, winding-up or other dissolution of the Resulting Issuer. There will not be any pre-emptive rights, dividend rights, conversion or exchange rights, sinking or purchase fund provisions, provisions affecting the issuance of additional Shares, or provisions requiring shareholders to make additional capital contributions.

See “Information Concerning the Company – Description of Securities”.

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Pro Forma Consolidated Capitalization

The following table sets out the selected share and loan capital of the Resulting Issuer following the closing of the Acquisition, the Consolidation, the Bridge Financing and the Concurrent Financing.

Designation	Amount	Outstanding	Outstanding after	Outstanding after	Outstanding after
of Security	Authorized or	as of the date	giving effect to the	giving effect to the	giving effect to
	to be	hereof	Acquisition and	Acquisition,	the Acquisition,
	Authorized		Consolidation	Consolidation,	Consolidation,
				Bridge Financing	Bridge Financing
				and Minimum	and Maximum
				Concurrent	Concurrent
				Financing(1)	Financing(2)
Shares(3)	Unlimited	58,370,500	19,587,050(4)	33,337,050	40,837,050
Warrants	N/A	Nil	Nil	13,750,000	21,250,000
Options(5)(6)	10%	585,000	2,833,500	2,833,500	2,833,500
Subscription Receipts	N/A	6,035,000	Nil	Nil	Nil
Finder’s Warrants	N/A	Nil	Nil	750,000(7)	1,200,000(7)

Notes:

(1) Calculations assuming the anticipated amount of 12,500,000 Shares and 12,500,000 Warrants to be issued pursuant to the conversion of the Subscription Receipts issued in connection with the Minimum Concurrent Financing. See “Information Concerning the Company – General Development of the Business – Concurrent Financing”.

(2) Calculations assuming the anticipated amount of 20,000,000 Shares and 20,000,000 Warrants to be issued pursuant to the conversion of the Subscription Receipts issued in connection with the Maximum Concurrent Financing. See “Information Concerning the Company – General Development of the Business – Concurrent Financing”.

(3) Assumes that none of the outstanding Options are exercised prior to closing of the Acquisition.

• (4) 13,750,000 of these Shares will be held in escrow pursuant to TSXV escrow agreements. See “Information Concerning the Resulting Issuer – Escrowed Securities”.

(5) Upon closing of the Acquisition and the grant in connection with the Closing, the maximum number of Stock Options reserved for issuance under the Current Stock Option Plan will be 375,205. Please see under the headings “Information Concerning the Company”, “Information Concerning the Resulting Issuer – Options to Purchase Securities”, and “Information Concerning the Company – Current Stock Option Plan”.

• (6) Assumes that none of the 585,000 Options currently outstanding are exercised prior to closing of the Acquisition, and that 2,775,000 Options will be granted in connection with Closing.

• (7) All are Finder’s Warrants to be issued in connection with the Concurrent Financing, excluded with the warrants presented above.

Fully Diluted Share Capital

The following table sets out the fully diluted share capital of the Resulting Issuer after giving effect to the Consolidation, the Concurrent Financing and the closing of the Acquisition.

	Assuming Completion of the	Assuming Completion of the	Assuming Completion of the	Assuming Completion of the
	Acquisition, Consolidation, Bridge		Acquisition, Consolidation, Bridge
	Financing and Minimum Concurrent		Financing and Maximum Concurrent
	Financing(1)(2)		Financing(2)(3)
Description	Number of Shares	Percentage of	Number of Shares	Percentage of
		Total		Total
Shares	5,837,050	11.4%	5,837,050	8.7%
Shares reserved for issuance pursuant to outstandingOptions	58,500	0.1%	58,500	0.1%
Shares to be reserved for issuance	2,775,000	5.4%	2,775,000	4.1%

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	Assuming Completion of the	Assuming Completion of the	Assuming Completion of the	Assuming Completion of the
	Acquisition, Consolidation, Bridge		Acquisition, Consolidation, Bridge
	Financing and Minimum Concurrent		Financing and Maximum Concurrent
	Financing(1)(2)		Financing(2)(3)
Description	Number of Shares	Percentage of	Number of Shares	Percentage of
		Total		Total
pursuant to Options proposed to be issued upon completion of the Acquisition
Number of Shares to be issued under Bridge Financing	750,000	1.5%	750,000	1.1%
Number of Shares to be issued under Concurrent Financing	12,500,000	24.3%	20,000,000	29.7%
Advisory Shares to be issued to Agentis	500,000	1.0%	500,000	0.7%
Shares to be reserved for issuance pursuant to Finder’s Warrants to be issued under Concurrent Financing	1,500,000	2.9%	2,400,000	3.6%
Shares to be reserved for issuance pursuant to Warrants to be issued under Concurrent and Bridge Financing	13,750,000	26.7%	21,250,000	31.6%
Shares issuable to the Vendor under the Acquisition Agreement	13,750,000	26.7%	13,750,000	20.4%
Total	51,420,550	100%	67,320,550	100%

Notes:

(1) Calculations assuming the anticipated amount of 12,500,000 Shares and 12,500,000 Warrants issued pursuant to the conversion of the Subscription Receipts issuable in connection with the Concurrent Financing, and after the Consolidation.

(2) Assuming the conversion of all Subscription Receipts.

(3) Calculations assuming the anticipated amount of 20,000,000 Shares and 20,000,000 Warrants issued pursuant to the conversion of the Subscription Receipts issuable in connection with the Concurrent Financing, and after the Consolidation.

Available Funds and Principal Purposes

The following table shows the foreseeable available funds to the Resulting Issuer, based on currently available information:

	Funds	Funds
Item	Assuming Completion of the Minimum Concurrent Financing	Assuming Completion of the Maximum Concurrent Financing
Estimated working capital of the Company as at June 30, 2024	$50,000	$50,000
Estimated working capital of the Target as at June 30, 2024	Nil	Nil
Proceeds of the Bridge Financing	$300,000	$300,000
Net proceeds of the Concurrent Financing	$4,700,000(1)	$7,520,000(2)
Total	$4,800,000	$7,870,000

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Note:

• (1) Assuming gross proceeds of $5,000,000 to be raised under the Minimum Concurrent Financing. The Company expects to pay finder’s fees in the aggregate of $300,000 on the Escrow Release Date in connection with the Minimum Concurrent Financing.

• (2) Assuming gross proceeds of $8,000,000 to be raised under the Maximum Concurrent Financing. The Company expects to pay finder’s fees in the aggregate of $480,000 on the Escrow Release Date in connection with the Maximum Concurrent Financing.

The following table shows the principal purposes for which the available funds will be used by the Resulting Issuer, based on currently available information:

	Purpose
Item	Assuming Completion of the Minimum Concurrent Financing	Assuming Completion of the Maximum Concurrent Financing
Cash payment to the Vendor in connection with the Acquisition	$1,500,000	$1,500,000
Legal and other costs relatingto the Acquisition(1)	$652,000	$652,000
Estimated general & administrative expenses for 12 months(2)	$950,000	$950,000
Phase I exploration program on the Paana Project(3)	$1,011,000	$1,011,000
Landholder payments within 90 days of transaction close	$193,700	$193,700
Indirect Finnish exploration overhead	$250,000	$250,000
Early stage exploration of the Other Projects	$150,000	$150,000
Unallocated Working Capital	$343,300	$3,163,300
Total	$4,800,000	$7,870,000

Notes:

• (1) Total estimated cost of $652,000 includes the Advisory Fee, legal costs, auditor fees and applicable filing and listing fees.

(2) Estimated general & administrative expenses include: executive remuneration, office lease, audit, legal and listing fees, and marketing costs.

(3) As recommended in the Technical Report. See “Information Concerning the Paana Project”.

The allocation of funds will be examined on an on-going basis, and there and there may be circumstances in which, and for sound business reasons, funds are re-allocated, in accordance with the prevailing business and economic conditions. It is difficult at this time to definitively project the total funds necessary to accomplish the business objectives of the Resulting Issuer. For these reasons, management considers it to be reasonable and in the best interests of the Resulting Issuer to permit management a reasonable degree of flexibility with respect to the use of funds. See “Information Concerning the Resulting Issuer – Narrative Description of the Business”.

Dividends

There will be no restrictions on the Resulting Issuer’s ability to pay dividends subsequent to the closing of the Acquisition. It is not contemplated that any dividends will be paid in the immediate future following closing of the Acquisition, as it is anticipated that all available funds will be used to finance the growth

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and operations of the Resulting Issuer’s business. The holders of Shares are entitled to dividends, if, as and when declared by the Resulting Issuer Board. Any decision to pay dividends on Shares in the future will be made by the Resulting Issuer Board on the basis of the earnings, financial requirements and other conditions existing at such time.

Principal Securityholders

To the knowledge of management of the Company, other than as follows, the only securityholders that will own of record or beneficially, directly or indirectly or exercise control or direction over more than 10% of any class of voting securities of the Resulting Issuer after giving effect to the Acquisition and the Concurrent Financing are as follows:

Name and	Type of	No. of Shares	% of Shares Owned after	% of Shares Owned on
Municipality of	Ownership		the Acquisition, the Bridge	a fully-diluted basis
Residence			Financing and the
			Minimum Concurrent
			Financing
S2 Resources Ltd. Perth,Australia	Registered and Beneficial	13,750,000(1)	41.2%(2)	26.7%(3)

Notes:

• (1) Upon closing of the Acquisition, all of these Shares will initially be held in escrow pursuant to the Escrow Agreement. See “Information Concerning the Resulting Issuer – Escrowed Securities”.

(2) Calculations based on 33,337,050 Shares outstanding upon completion of the Acquisition and Minimum Concurrent Financing, on the assumption that 13,750,000 Consideration Shares are issued in connection with the Acquisition, 750,000 Shares are issued in connection with the Bridge Financing, and 12,500,000 Shares are issued in connection with the Minimum Concurrent Financing.

• (3) Calculations based on 33,337,050 Shares outstanding upon completion of the Acquisition, the Bridge Financing and Minimum Concurrent Financing, on the assumption that 13,750,000 Consideration Shares are issued in connection with the Acquisition, 750,000 Shares are issued in connection with the Bridge Financing, and 12,500,000 Shares are issued in connection with the Minimum Concurrent Financing, and all Options and Warrants have been fully exercised.

Directors, Officers and Promoters

The following table sets forth the name of all individuals to be directors, officers and promoters of the Resulting Issuer following the closing of the Acquisition, their municipalities of residence, their anticipated positions with the Resulting Issuer, their principal occupations during the past five years and the number of Shares of the Resulting Issuer to be beneficially owned, directly or indirectly, or over which control or direction will be exercised.

Name and Municipality	Position with the	Principal Occupation	Shares Owned(3)	% of Share
of Residence	Resulting Issuer(1)	in Preceding Five		Ownership(2)
		Years
Chris Donaldson British Columbia, Canada	President, CEO and a Director	Mining executive	431,600(6)	1.29%
Ota Hally British Columbia, Canada	CFO, Corporate Secretary and a Director	Mining executive	64,517	0.19%
Craig Parry British Columbia, Canada	Chairman, Director	Mining entrepreneur and executive	466,967	1.40%
Louis Archambeault British Columbia, Canada	Director(4)	Mining executive and advisor	23,333	0.07%
Eric Zaunscherb Ontario,Canada	Director(4)	Mining executive	6,000	0.02%

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Name and Municipality	Position with the	Principal Occupation	Shares Owned(3)	% of Share
of Residence	Resulting Issuer(1)	in Preceding Five		Ownership(2)
		Years
Mark Bennett Sydney, Australia Director	Director	Mining Executive	13,750,000(5)	41.25%

Notes:

(1) The term of office of the directors will expire annually at the time of the Resulting Issuer’s annual general meeting or when or until their successor is duly appointed or elected. The term of office of the Resulting Issuer’s officers will expire at the discretion of the Resulting Issuer’s directors. None of the current directors and officers of the Company has a non-competition or nondisclosure agreement with the Company.

(2) Presented on a non-diluted basis assuming completion of the Acquisition, the Bridge Financing, the Minimum Concurrent Financing and the Consolidation based on 33,337,050 Shares issued and outstanding. As at the date of this Information Circular, the current directors and executive officers of the Company, as a group, own beneficially, directly or indirectly, or exercise control or direction over, a total of 8,674,167 Shares, representing 14.86% of the 58,370,500 Shares currently issued and outstanding.

(3) Includes all Shares that are beneficially owned, directly or indirectly, or controlled by the director and/or officer.

(4) Member of the Audit committee.

(5) These Shares will be beneficially owned or controlled by the Vendor.

(6) Includes the 1,250,000 Units (125,000 Units on a post-Consolidation basis) Mr. Donaldson intends to subscribe for pursuant to the Bridge Financing.

Management Biographies

Chris Donaldson – President, Chief Executive Officer and Director, Age 50

Mr. Donaldson is the current Chief Executive Officer and a Director of the Company. He is also a Director of Vizsla Copper Corp (TSX.V: VCU) Executive Chairman of TinOne Resources Inc. (TSX.V: TORC) and a Director of Lahontan Gold Corp (TSX.V: LG) Previous to that he was Director and Corporate Development of Western Copper and Gold as well as Director, Corporate Development and Community with Casino Mining Company. Mr. Donaldson has 25 years’ experience as an executive, focusing on capital markets, government, and community relationships. In doing so he has a proven track record of raising funds and building out new investment channels for both public and private companies.

Mr. Donaldson intends to devote 80% of his working time to the affairs of the Company. Mr. Donaldson is an independent contractor of the Company and has not entered into a non-competition or non-disclosure agreement with the Company.

Ota Hally – Chief Financial Officer and Corporate Secretary, Age 57

Mr. Hally is the Chief Financial Officer and a current director of the Company. Mr. Hally is also currently a Director for TinOne Resources Inc. Mr. Hally also serves as an independent mining consultant, providing executive and financial management advice to companies. Previous to that Mr. Hally worked for a number of large public practice firms and companies, including KPMG, Meridian Gold, Yamana Gold, Pan American Silver, Endeavour Mining, Leagold Mining and Equinox Gold. He is a Chartered Professional Accountant and a Chartered Financial Analyst.

Mr. Hally intends to devote 75% of his working time to the affairs of the Company. Mr. Hally is an independent contractor of the Company and has not entered into a non-competition or non-disclosure agreement with the Company.

Craig Parry – Chairman and Director, Age 51

Mr. Parry is Chairman of the Company and is a current director and Chairman of Vizsla Copper Corp. He is also Chairman of Vizsla Silver Corp. and co-founder and Chairman of Inventa Capital Corp., a private natural resource investment company. He is a founding shareholder and Senior Advisor to EMR Capital. Mr. Parry founded NexGen Energy Ltd. where he now serves as a senior advisor. NexGen owns 53% of

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IsoEnergy Ltd. where he served as President and CEO until February 2021. He is currently a Director of Skeena Resources Ltd. and has been since December 15, 2016. He is also a founder and Chairman Gold Bull Resources (since June 29, 2020) and Outback Goldfields Ltd (since January 2019). He is a Director of Surge Copper Corp. (since September 29, 2020). He is a geologist and has served as CEO, President and Chairman for several Australian and TSXV listed mining companies.

Louis Archambeault – Director, Age 43

Mr. Archambeault was previously Vice President Corporate Development at Orezone Gold Company, a Canada-based gold mining company mainly engaged in the exploration and evaluation and development of gold. Previous to that, he served as Director, Corporate Development of Goldcorp, and Director of CIBC World Markets. Mr. Archambeault is experienced in capital market transactions such as mergers, acquisitions, divestitures, and corporate financings and has worked on a wide range of transaction types at all stages of the transaction process from setting the strategy, day to day transaction execution, managing service providers, negotiation, transaction closing and integration. Mr. Archambeault has a M.Eng, Mineral Economics and Artificial Intelligence and a Bachelor of Engineering from McGill University.

Eric Zaunscherb – Director, Age 62

Mr. Zaunscherb is the Lead Director of the Company. He is CEO and Chair of GR Silver Mining Ltd., Chair of Critical Elements Lithium Corp., and an Independent Director of TriStar Gold Inc. Mr. Zaunscherb is currently President of Lee, Zaunscherb & Associates. He is a Canadian geologist (B.Sc. Geology 1984, McMaster University) with thirty-four years, and six cycles, of experience as a mining analyst. He gained the Chartered Financial Analyst designation from the CFA Institute in 1990. He most recently served as Managing Director, Research – Metals & Mining Analyst at Canaccord Genuity where he coordinated the firm’s global mining equity research team.

Mark Bennett – Director, Age 63

Mark is currently the Executive Chairman of the Vendor. He was the managing director and CEO of Sirius from its inception to its merger with Independence Group, and was non-executive director of Independence Group following the merger until May 2016.

He is a geologist with 26 years’ experience in gold, nickel and base metal exploration and mining. He holds a BSc in Mining Geology from the University of Leicester and a PhD from the University of Leeds and is a Member of the Australasian Institute of Mining and Metallurgy, a Fellow of the Geological Society of London, a Fellow of the Australian Institute of Geoscientists and a Member of the Australian Institute of Company Directors.

He has worked in Australia, West Africa, Canada and Europe, predominantly for LionOre Mining International Limited and WMC Resources Limited at locations such as Kalgoorlie, Kambalda, St. Ives, LionOre’s nickel and gold mines throughout Western Australia, Wiluna and most recently Nova, the Fraser Range and Polar Bear. Positions held include various technical, operational, executive and board positions including Managing Director, Chief Executive Officer, Executive Director, Exploration Manager and Chief Geologist.

Mark is a two times winner of the Association of Mining and Exploration Companies “Prospector Award” for his discoveries which include the Thunderbox Gold Mine, the Waterloo nickel mine and most recently the world class Nova-Bollinger nickel-copper mine.

In addition to his technical expertise, Mark is very experienced in corporate affairs, equity capital markets, investor relations and community engagement and has led Sirius from prior to the discovery of Nova all the way through feasibility, financing, permitting and construction, and latterly through the schemes of arrangement to merge with Independence and to demerge the Vendor.

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Corporate Cease Trade Orders or Bankruptcies

To the knowledge of the Company, none of the proposed directors (Incumbent Slate or Conditional Slate), officers, or promoters of the Resulting Issuer or a securityholder anticipated to hold a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer is or has been, within the past ten years, a director, officer or promoter of any person or company that, while that person was acting in that capacity:

• (a) was the subject of a cease trade or similar order or an order that denied the other issuer access to any exemptions under applicable securities law, for a period of more than 30 consecutive days; or

• (b) 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 the assets of that person.

Penalties or Sanctions

To the knowledge of the Company, no proposed director (Incumbent Slate or Conditional Slate), officer or promoter of the Resulting Issuer, or a securityholder anticipated to hold a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, has:

• (a) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

• (b) been subject to any other penalties or sanctions imposed by a court or regulatory body, including a self-regulatory body, that would be likely to be considered important to a reasonable security holder making a decision about the Acquisition.

Personal Bankruptcies

To the knowledge of the Company, no proposed director (Incumbent Slate or Conditional Slate), officer or promoter of the Resulting Issuer, or a securityholder anticipated to hold a sufficient number of securities of the Resulting Issuer to affect materially the control of the Resulting Issuer, or a personal holding company of any such persons, has within the ten years prior to the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been 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 that individual.

Conflicts of Interest

There are potential conflicts of interest to which all of the directors, officers, Insiders and Promoters of the Resulting Issuer may be subject in connection with the operations of the Resulting Issuer. All of the directors, officers, Insiders and Promoters are engaged in and will continue to be engaged in corporations or businesses, including publicly traded corporations, which may be in competition with the Resulting Issuer. Accordingly, situations may arise where all of the directors, officers, Insiders and Promoters will be in direct competition with the Company. Conflicts, if any, will be subject to the procedures and remedies as provided under the BCBCA.

Other Reporting Issuer Experience

The following table sets out the directors and officers of the Resulting Issuer that are, or have been within the last five years, directors, officers or promoters of other issuers that are or were reporting issuers in any

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Canadian jurisdiction:

Name	Name of	Position Held	Name of	From – To
	Other Reporting Issuer		Exchange
Chris Donaldson	Vizsla Copper Corp. TinOne Resources Inc. Lahontan Gold Corp.	CEO Director Executive Chairman Director	TSXV Tier 2 TSXV Tier 2 TSXV Tier 2 TSX	April 2021 to April 2024 May 2021 to Present February 2022 to Present April 2022 to Present
Ota Hally	TinOne Resources Inc.	Director	TSXV Tier 2	March 2022 to Present
Craig Parry	Skeena Resources Limited Vizsla Silver Corp. Vizsla Copper Corp. Gold Bull Resources Corp.	Director Director Executive Chairman, CEO Director	TSX TSXV Tier 2 TSXV Tier 2 TSXV Tier 2	December 2016 to Present December 2018 to Present May 2021 to Present June 2020 to Present
Louis Archambeault	Orezone Gold Company	VP Corporate Development	TSX	January 2019 to April 2022
Eric Zaunscherb	GR Silver Mining Ltd. Critical Elements Lithium Corp. Tristar Gold Inc.	Director Director Director	TSXV Tier 2 TSXV Tier 2 TSXV Tier 2	April 2020 to Present March 2020 to Present December 2020 to Present

Board Committees

It is expected that the Resulting Issuer will have three committees: (a) the Audit Committee, (b) the Nomination Committee and (c) the Corporate Governance and Nominating Committee.

The Resulting Issuer’s Audit Committee is expected to be comprised of Craig Parry, Louis Archambeault, and Eric Zaunscherb.

The Resulting Issuer’s Compensation Committee is expected to be comprised of Craig Parry, Louis Archambeault, and Eric Zaunscherb.

The Resulting Issuer’s Corporate Governance and Nominating Committee is expected to be comprised of Chris Donaldson, Louis Archambeault, and Eric Zaunscherb.

Executive Compensation

Compensation Discussion and Analysis

It is currently expected that the Resulting Issuer will continue the executive compensation practice of the Company upon completion of the Acquisition. The Company’s Statement of Executive Compensation is set out above under the heading “Information Concerning the Company – Executive Compensation.” The determination of annual base salaries, annual bonuses and grants of Resulting Issuer Options is anticipated to be determined prior to the completion of the Acquisition.

Summary Compensation Table

The following table sets forth the anticipated compensation for each of the Resulting Issuer’s executive officers and directors to be compensated in the 12-month period following closing of the Acquisition.

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Table of Compensation Excluding Compensation Securities

Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities	Table of Compensation Excluding Compensation Securities
Name and	Year	Salary,	Bonus	Committ	Value of	Value of all	Total
Position		consulting		ee or	perquisites	other	compens
		fee, retainer		meeting		compensatio	ation
		or		fees		n
		**commission **
Chris Donaldson President, CEO and a Director	2024-2025	250,000	175,000	Nil	Nil	Nil	425,000
Ota Hally CFO and Corporate Secretary	2024-2025	100,000	50,000	Nil	Nil	Nil	150,000
Craig Parry Chairman	2024-2025	100,000	Nil	Nil	Nil	Nil	100,000
Louis Archambeault, Director	2024-2025	30,000	Nil	12,000	Nil	Nil	42,000
Eric Zaunscherb, Director	2024-2025	30,000	Nil	12,000	Nil	Nil	42,000
Mark Bennett Director	2024-2025	Nil	Nil	Nil	Nil	Nil	Nil

Narrative Discussion

The Resulting Issuer intends to use the Black-Scholes option pricing model to determine the value of Options. Calculating the value of Stock Options using the Black-Scholes option pricing model is very different from a simple “in-the-money” value calculation. In fact, Stock Options that are well out-of-themoney can still have a significant “grant date fair value” based on a Black-Scholes option pricing model, especially where, as in the case of the Resulting Issuer, the price of the share underlying the option is highly volatile. Accordingly, caution must be exercised in comparing grant date fair value amounts with cash compensation or an in-the-money option value calculation.

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

The following table sets forth the awards anticipated to be issued to the Resulting Issuer’s executive officers and directors to be compensated in the 12-month period following closing of the Acquisition.

Name and Position	Number of Options	Option Exercise	Option Expiration	Estimated Grant
		Price ($)	Date	Date Fair Value
Chris Donaldson President, CEO and a Director	500,000	0.40	September 2027	150,000
Ota Hally CFO and Corporate Secretary	350,000	0.40	September 2027	105,000
Craig Parry, Chairman	350,000	0.40	September 2027	105,000
Louis Archambeault, Director	250,000	0.40	September 2027	75,000

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Name and Position	Number of Options	Option Exercise	Option Expiration	Estimated Grant
		Price ($)	Date	Date Fair Value
Eric Zaunscherb, Director	250,000	0.40	September 2027	75,000
Mark Bennett Director	Nil	N/A	N/A	N/A

Employment, Consulting and Management Agreements

It is anticipated that the Resulting Issuer will have in place the following employment, consulting or management agreements in respect of services provided to the Company or any of subsidiaries that were performed by a director or Named Executive Officer:

• the CEO Agreement; and

• the CFO Agreement.

For more information, see above under the heading “Information Concerning the Company – Executive Compensation – Management Contracts.”

Indebtedness of Directors and Officers

No current or former director or officer of the Company, proposed director or officer of the Resulting Issuer nor any of their associates or affiliates, is, or has been at any time since the beginning of the last completed financial year, indebted to the Company nor has any such person been indebted to any other entity where such indebtedness is the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding, provided by the Company. None of the foregoing individuals are expected to be indebted to the Resulting Issuer following the closing of the Acquisition.

Options to Purchase Securities

The table below sets forth the issued and outstanding Options that will be held upon closing of the Acquisition including those proposed to be granted:

Holder	Number of	Number of Options	Exercise Price	Expiry Date
	Holders
Proposed directors who are not also executive officers(1)	3 2	850,000 25,500	0.40 0.30	September 2027 October 2024 & July 2028
Proposed executive officers and past executive officers(2)	2 1	850,000 13,333	0.40 0.30	September 2027 October 2024 & July 2028
Other employees and past employees	3 5	19,667 700,000	0.30 0.40	October 2024 & July 2028 & February 2029 September 2027
Any other Person or company	2	375,000	0.40	September 2027
Total		2,833,500

Notes:

• (1) Three individuals, consisting of Craig Parry, Louis Archambeault, and Eric Zaunscherb are proposed directors of the Resulting Issuer who will not be executive officers. These three individuals will hold an aggregate of 875,500 Options upon the closing of the Acquisition.

(2) Two individuals, consisting of Chris Donaldson and Ota Hally, are executive officers of the Company who will be directors or executive officers of the Resulting Issuer. These two individuals will hold an aggregate of 863,333 Options upon the closing of

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the Acquisition.

Current Stock Option Plan

Upon closing of the Acquisition and the Minimum Concurrent Financing, 3,150,205 Shares will be available for issuance by the Resulting Issuer under the Option Plan. For more information on the Option Plan, see above under the heading “Information Concerning the Company – Current Stock Option Plan”.

It is anticipated that up to 2,567,000 Options will be issued to continuing directors of the Resulting Issuer in connection with closing of the Acquisition. See above under the heading “Information Concerning the Resulting Issuer – Options to Purchase Securities”.

Escrowed Securities

Upon closing of the Acquisition, there will be 13,750,000 shares held in escrow (“ Escrow Shares ”) pursuant to the Escrow Agreement with Odyssey Trust Company as Escrow Agent, as set out in the following table:

	Prior to Giving Effect to	Prior to Giving Effect to	After Giving Effect to Acquisition, the	After Giving Effect to Acquisition, the
	Acquisition and Minimum		Bridge Financing and Minimum
	Concurrent Financing		Concurrent Financing
Name and	Number of	Percentage of	Number of	Percentage of
Municipality of	Shares held in	class	securities to be	class(1)
Residence of	escrow		held in escrow
Shareholder
S2 Resources Ltd. Melbourne, Australia	Nil	Nil	13,750,000	41.25%

Note:

(1) On a non-diluted basis, assuming 33,337,050 Shares issued and outstanding upon completion of the Acquisition, the Bridge Financing and the Minimum Concurrent Financing,

The Escrow Shares to be issued to the Vendor under the terms of the Acquisition Agreement will be subject to escrow under the Escrow Agreement, a Form 5D – Value Securities Escrow Agreement as required by the policies of the TSXV. The Escrow Agreement will provide for the release of 10% of the Escrow Shares on the completion of the Closing, and for the release of 15% of the Escrow Shares on the date that is six months, 12 months, 18 months, 24 months, 30 months and 36 months from the Closing Date, since the Resulting Issuer will be a TSXV Tier 2 issuer. If the Resulting Issuer is or becomes a TSXV Tier 1 issuer, the Escrow Shares will be released over a period of 18 months with 25% of the Escrow Shares being released from escrow on the date of the Initial Release and an additional 25% being released on each of the dates that is 6, 12 and 18 months following the date of the Initial Release.

Auditor, Transfer Agent and Registrar

The auditor of the Resulting Issuer will be D&H Group LLP at Suite 10, 1333 West Broadway, Vancouver, BC V6H 4C1.

The transfer agent and registrar of the Shares will be Odyssey Trust Company at Suite 350 – 409 Granville Street, Vancouver, BC V6C 1T2.

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AUDIT COMMITTEE

Audit Committee Charter

Please see Schedule “K” for the Audit Committee Charter of the Company.

Composition of the Audit Committee

The following are the current members of the Audit Committee:

Louis Archambeault	Independent	Financially Literate
(Chair)
Craig Parry	Independent	Financially Literate
Eric Zaunscherb	Independent	Financially Literate

Relevant Education and Experience

Set out below is a general description of the education and experience of each Audit Committee member which is relevant to the performance of his or her responsibilities as an Audit Committee member:

Louis Archambeault – Mr. Archambeault has over 12 years of experience in the financial markets, including experience in the mineral exploration sector. He earned both his B.Eng in Mining and Mineral Engineering with a minor in Finance and an M.Eng in Mineral Economics and Artificial Intelligence from McGill University. Based on his business experience, Mr. Archambeault is financially literate.

Craig Parry - Mr. Parry is Chairman of the company. Mr. Parry served as President and Chief Executive Officer of IsoEnergy Ltd. Until February 2021. Much of Mr. Parry’s business career has involved strategic business development, mergers, acquisitions, and geology. Based on his business experience, Mr. Parry is financially literate.

Eric Zaunscherb – Mr. Zaunscherb gained the Chartered Financial Analyst designation from the CFA Institute in 1990. He most recently served as Managing Director, Research – Metals & Mining Analyst at Canaccord Genuity where he coordinated the firm’s global mining equity research team. In addition to being an Independent Director of Outback Goldfields Corp., he is currently CEO and Chair of GR Silver Mining Ltd., Chair of Critical Elements Lithium Corp., and an Independent Director of TriStar Gold Inc. Based on his business experience, Mr. Zaunscherb is financially literate.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, there has not 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 Company’s most recently completed financial year, has the Company relied on the exemption in Section 2.4 of NI 52-110 ( De Minimis Non-audit Services ), the exemptions in Subsection 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer ), Subsection 6.1.1(5) ( Events Outside Control of Member ), Subsection 6.1.1(6) ( Death, Incapacity or Resignation ) or an exemption from NI 52 110, in whole or in part, granted under Part 8 of NI 52-110 ( Exemptions ).

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Pre-approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

External Auditor Service Fees (By Category)

The aggregate fees billed by the Company’s external auditor in each of the last two fiscal years for audit fees are as follows:

Financial Period	Audit Fees	Audit Related	Tax Fees	All Other Fees
		Fees
Year Ended June 30, 2023	$24,333	$Nil	$Nil	$Nil
Year Ended June 30, 2022	$24,333	$Nil	$2,750	$2,500

Notes:

(1) During the fiscal year ended June 30, 2023 the Company paid $26,000 in audit fees to D&H Group LLP, the Company’s auditor.

(2) During the fiscal year ended June 30, 2022 the Company paid $24,000 in audit fees to D&H Group LLP, the Company’s auditor

- Reliance on Exemptions in NI 52 110 regarding Audit Committee Composition and Reporting Obligations

The Company is a “venture issuer” as defined under NI 52-110 and is relying on the exemption in Section 6.1 of NI 52-110 relating to Part 3 ( Compensation of Audit Committee ) and Part 5 ( Reporting Obligations ).

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CORPORATE GOVERNANCE

General

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders and takes into account the role of the individual members of management who are appointed by the Board and who are charged with the day-to-day management of the Company. NP 58-201 establishes corporate governance guidelines which apply to all public companies. These guidelines are not intended to be prescriptive but to be used by issuers in developing their own corporate governance practices. The Board is committed to sound corporate governance practices, which are both in the interest of its Shareholders and contribute to effective and efficient decision making.

Pursuant to National Instrument 58-101 - Disclosure of Corporate Governance Practices , the Company is required to disclose its corporate governance practices, as summarized below. The Board will continue to monitor such practices on an ongoing basis and, when necessary, implement such additional practices as it deems appropriate.

Directorships

The following directors of the Company hold directorships in other reporting issuers as set out below:

Name of Director	Name of Other Reporting Issuer
Craig Parry	Skeena Resources Limited Gold Bull Resources Corp. Vizsla Silver Corp. Vizsla Copper Corp.
Chris Donaldson	Vizsla Copper Corp. TinOne Resources Inc. Lahontan Gold Corp.
Ota Hally	TinOne Resources Inc.
Eric Zaunscherb	Critical Elements Lithium Corporation GR Silver Mining Ltd. TriStar Gold Inc.
Mark Bennett	S2 Resources Ltd. Falcon Metals Ltd.

Independence of Members of Board

The Board has considered the relationships of each of the directors to the Company and determined that three of the five current members of the Board qualify as independent directors. The Board reviews independence in light of the requirements of NP 58-201. None of the independent directors has a material relationship with the Company which could impact their ability to make independent decisions.

Craig Parry, Louis Archambeault and Eric Zaunscherb are independent. Chris Donaldson is not independent as he is the President and CEO of the Company. Ota Hally is not independent as he is the CFO of the Company. Mark Bennett, a new nominee and a member of the Conditional Slate, is not independent as he is the Executive Chairman of the Vendor.

The Board may excuse members of management and conflicted directors from all or a portion of any meeting where a conflict or potential conflict of interest arises or where otherwise deemed appropriate.

Management Supervision by Board

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The current operations of the Company do not support a large Board and the Board has determined that the constitution of the Board is appropriate for the Company’s current stage of development. Independent supervision of management is accomplished through choosing management who demonstrate a high level of integrity and ability and having strong independent Board members. The independent Directors are however able to meet at any time without any members of management including the non-independent Directors, being present. Further supervision is performed through the Audit Committee, which is composed of three of the four current directors of the Company.

Orientation and Continuing Education

The Company does not have formal orientation and training programs in place for its new directors and, instead, has adopted a tailored approach depending on the particular needs and focus of the director being appointed. New Board members are provided with:

• (a) information respecting the functioning of the Board, committees and copies of the Company’s corporate governance policies;

• (b) documents from recent Board meetings;

• (c) access to recent, publicly filed documents of the Company, technical reports and the Company’s internal financial information;

• (d) access to management and technical experts and consultants; and

• (e) a summary of significant corporate and securities responsibilities.

In addition, directors and management are provided with, review and discuss, developments in corporate governance, accounting practices, financing and the resource industry generally.

Board members are encouraged to communicate with management, auditor and technical consultants; to keep themselves current with industry trends and developments and changes in legislation with management’s assistance; and to attend related industry seminars and visit the Company’s operations. Board members have full access to the Company’s records.

Directors are expected to attend all scheduled Board and committee meetings in person, although attendance by telephone is permissible. Directors are also expected to prepare thoroughly in advance of each meeting, and to stay for the entire meeting, in order to actively participate in the Board’s deliberations and decisions. If there are unforeseen circumstances and a director is unable to attend a meeting, he or she is expected to contact the Chief Executive Officer or the Corporate Secretary of the Company as soon as possible after the meeting for a briefing on the substantive elements of the meeting.

Ethical Business Conduct

The Board views good corporate governance as an integral component to the success of the Company and to meet responsibilities to Shareholders. The Board has adopted a Code of Business Conduct and Ethics (“ Code ”) and has instructed its management and employees to abide by the Code. The Board intends that it will review compliance with the Code on an annual basis until the Company has grown to a size which warrants more frequent monitoring. A copy of the Code has been posted on SEDAR+.

The Board encourages and promotes an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations; providing guidance to directors, officers and employees to assist them in recognizing and dealing with ethical issues, promoting a culture of open communication, honesty and accountability; promoting a safe work environment; and ensuring awareness of disciplinary action for violations of ethical business conduct. The Board, through its meetings with management and other informal

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discussions with management, encourages a culture of ethical business conduct and believes the Company’s high caliber management team promotes a culture of ethical business conduct throughout the Company’s operations and is expected to monitor the activities of the Company’s employees, consultants and agents in that regard.

It is a requirement of applicable corporate law that directors and senior officers who have an interest in a transaction or agreement with the Company promptly disclose that interest at any meeting of the Board at which the transaction or agreement will be discussed and, in the case of directors, abstain from discussions and voting in respect to same if the interest is material. These requirements are also contained in the Company’s Articles, which are made available to Directors and senior officers of the Company.

To date, the Company has not been required to file a material change report relating to a departure from the Code by any of its directors or executive officers.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the Shareholders for election at the annual meeting of Shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.

When directorships become vacant, or it is anticipated that they will be vacated, the Corporate Governance and Nominating Committee is responsible for identifying and recommending suitable candidates to be directors to the Board. Merit, performance, experience and diversity are the foremost criteria’s considered when new directors are considered for appointment to the Board.

Compensation Governance

The Compensation Committee has the responsibility for considering, approving and recommending compensation for the directors and senior management, including the CEO.

For information regarding compensation of the Company’s Named Executive Officers, please see “Information Concerning the Company – Statement of Executive Compensation”.

To determine future compensation payable, the independent directors will review compensation paid for directors and CEOs of companies of similar size and stage of development in the Company’s industry sector and determine an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of the Company. In setting the compensation, the independent directors will annually review the performance of the CEO in light of the Company’s objectives and consider other factors that may have impacted the success of the Company in achieving its objectives.

Other Board Committees

The Board has three committees: (a) the Audit Committee, as described under the heading “Audit Committee”, (b) the Nomination Committee and (c) the Corporate Governance and Nominating Committee.

The Audit Committee is comprised of three of the Company’s five current Directors: Louis Archambeault (Chair), Craig Parry and Eric Zaunscherb.

The Compensation Committee is comprised of three of the Company’s five current Directors: Louis Archambeault (Chair), Craig Parry and Eric Zaunscherb.

The Corporate Governance and Nominating Committee is comprised of three of the Company’s five current Directors: Eric Zaunscherb (Chair), Craig Parry and Louis Archambeault.

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Assessments

The Board does not consider that formal assessments would be useful at this stage of the Company’s development. The Board conducts informal annual assessments of the Board’s effectiveness, the individual directors and its Audit Committee. To assist in its review, the Board conducts informal surveys of its directors (three of whom are also members of its Audit Committee). As part of these assessments, the Board or the Audit Committee may review their respective mandate/charters and conduct reviews of applicable corporate policies.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth the Company’s compensation plans under which equity securities are authorized for issuance as at the end of the most recently completed financial year (June 30, 2023).

Plan Category	Number of securities to be	Weighted-average	Number of securities
	issued upon exercise of	exercise price of	remaining available for
	outstanding options, warrants	outstanding options,	future issuance under equity
	and rights	warrants and rights(1)	compensation plans
			(excluding securities reflected
			on column (a))(2)
Equity compensation plans approved by shareholders	585,000	$0.25	5,252,050
Equity compensation plans not approved by shareholders	N/A	N/A	N/A
Total	585,000		5,252,050

Notes:

(1) Represents the weighted average price in the case of outstanding Options.

(2) Represents, as at June 30, 2023, the number of Shares remaining available for future issuance under Options available for grant under the Current Stock Option Plan, before giving any consideration to the Acquisition, and based on 58,370,500 shares outstanding. Please refer to “Information Concerning the Company - Current Stock Option Plan” below for further details concerning the Current Stock Option Plan.

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND SENIOR OFFICERS

No person who is or at any time during the most recently completed financial year was a director, executive officer or senior officer of the Company, no proposed nominee for election as a director of the Company, and no Associate of any of the foregoing persons has been indebted to the Company at any time since the commencement of the Company’s last completed financial year. No guarantee, support agreement, letter of credit or other similar arrangement or understanding has been provided by the Company at any time since the beginning of the most recently completed financial year with respect to any indebtedness of any such person.

MANAGEMENT CONTRACTS

For information regarding management contracts, please see “Information Concerning the Company – Statement of Executive Compensation”.

ADDITIONAL INFORMATION

The audited annual financial statements of the Company for the year ended June 30, 2023 and the report of the auditor thereon will be placed before the Meeting.

Additional information relating to the Company is available on SEDAR+. Shareholders may contact the Company at its registered offices at 353 Water Street, Suite 401, Vancouver, BC, V6B 1B8 to request copies

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of the Company’s financial statements and management’s discussion and analysis. Financial information is provided in the Company’s comparative financial statements and management’s discussion and analysis for its most recently completed financial year which are filed on SEDAR+.

GENERAL MATTERS

Sponsorship Relationship

The Company has applied for a waiver from the sponsorship requirements of the TSXV.

Opinions

The following persons or companies are named in this Information Circular as having prepared or certified a report, valuation, statement or opinion in this Information Circular:

• The Company engaged the Authors to prepare the Technical Report in accordance with the requirements of NI 43-101. Each of the Authors is a “qualified person” and considered “independent” as such terms are defined in NI 43-101. The material under the heading “Information Concerning the Paana Project” was derived from information contained in the Technical Report. A copy of the Technical Report may be viewed on SEDAR+.

• D&H Group LLP prepared the audit reports for the Company relating to the Company Annual Financial Statements. D&H Group LLP has advised the Company that, as of the date of this Information Circular, it is independent in accordance with the Chartered Professional Accountants of British Columbia Code of Professional Conduct.

• BDO Auditors prepared the audit reports for the Target relating to the Target Annual Financial Statements. BDO Auditors has advised the Target that, as of the date of this Information Circular, it is independent in accordance with the Chartered Professional Accountants of British Columbia Code of Professional Conduct.

Interest of Experts

No person or company whose profession or business gives authority to a statement made by the person or company and who is named as having prepared or certified a part of this Information Circular or as having prepared or certified a report or valuation described or included in this Information Circular holds any beneficial interest, direct or indirect, in any securities or property of the Resulting Issuer or of an Associate or Affiliate of the Resulting Issuer and no such person is expected to be elected, appointed or employed as a director, senior officer or employee of the Resulting Issuer or of an Associate or Affiliate of the Resulting Issuer and no such person is a promoter of the Resulting Issuer or an Associate or Affiliate of the Resulting Issuer.

Expertised Reports

See “Information Concerning the Paana Project” for a summary of the Technical Report for which the Authors are responsible.

Other Material Facts

To the knowledge of the Company, there are no other material facts relating to the Company, the Resulting Issuer, or Transactions that are not disclosed elsewhere in this Information Circular and are necessary in order for the Information Circular to contain full, true and plain disclosure of all material facts relating to the Resulting Issuer or Transactions.

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Board Approval

The contents and mailing to Shareholders of this Information Circular have been approved by the Board.

No person is authorized to give any information or to make any representations in respect of the matters addressed herein other than those contained in this Information Circular and, if given or made, such information must not be relied upon as having been authorized.

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SCHEDULE “A” – COMPANY ANNUAL FINANCIAL STATEMENTS

(Attached)

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OUTBACK GOLDFIELDS CORP.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

June 30, 2023 and 2022

(Expressed in Canadian Dollars)

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Independent Auditor's Report

To the Shareholders of Outback Goldfields Corp.

Opinion

We have audited the consolidated financial statements of Outback Goldfields Corp. (the “Company”), which comprise the consolidated statements of financial position as at June 30, 2023 and June 30, 2022, and the consolidated statements of loss and comprehensive loss, consolidated statements of changes in equity and consolidated statements of cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2023 and June 30, 2022, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

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

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements for the year ended June 30, 2023. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matter described below to be the key audit matters to be communicated in our report.

Assessment of Impairment Indicators of Exploration and Evaluation Assets

Description

Management assesses whether there are indicators of impairment to exploration and evaluation assets when facts and circumstances suggest that the carrying amount of exploration and evaluation assets may exceed the recoverable amount. Management applies judgement in assessing whether impairment indicators are present. At June 30, 2023, management determined that impairment indicators were present with respect to three of the Company's properties, and that each of those properties were impaired. Management also determined that impairment indicators were not present with respect to the Company's remaining properties.

This matter was significant to our audit because the carrying value of the Company’s exploration and evaluation assets at June 30, 2023, was $ 13,633,812, which represents a significant portion of the Company’s total assets and management applies significant judgement in assessing whether impairment indicators are present. See Note 10 to the consolidated financial statements.

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How the Key Audit Matter Was Addressed in the Audit Our approach to addressing the matter included the following procedures, among others:

Evaluated management's assessment as to whether there were any indicators of exploration and evaluation assets, which included the following:

• Obtained mineral claim and permit listings held by the Company and performed auditing procedures to gain assurance that the claims were in good standing with the relevant authority.

• Considered the Company's intentions to carry out future exploration and evaluation expenditures which included reading Board of Directors' meeting minutes and enquiring as to the intentions and strategy of the Company.

• Assessed whether there were other changes in circumstances indicating that the exploration and evaluation expenditures may not be recoverable, based on the evidence obtained in other areas of the audit.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company recorded a net loss of $12,253,104 and, as at June 30, 2023 the Company had an accumulated deficit of $18,551,361. As stated in Note 1, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that may 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 the information included in 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 identified above 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 on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. 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 International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional 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 risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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

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

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

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

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

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

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

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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[The engagement partner on the audit resulting in this independent auditor's report is Gordon Cummings.]

"D&H Group LLP"

Vancouver, B.C. October 26, 2023

Chartered Professional Accountants

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OUTBACK GOLDFIELDS CORP. Consolidated Statements of Financial Position As at June 30, 2023 and 2022 (Expressed in Canadian Dollars)

	Note 2023	2022
ASSETS Current Cash Amounts receivable Prepaids	$ 1,312,361 $ 7 23,939 8 109,361	3,056,655 27,362 89,334
Equipment Reclamation bond Non-Current Exploration & evaluation assets	$ 1,445,661 $ 18,370 10 13,633,812 16,026	3,173,351 28,316 23,922,779 16,167
TOTAL ASSETS	$ 15,113,869 $	27,140,613
Accounts payable and accrued liabilities LIABILITIES Current	9 $ 139,710 $	73,037
TOTAL LIABILITIES	$ 139,710 $	73,037
Accumulated deficit EQUITY Share capital Contributed surplus	11 $ 31,259,203 $ 11 2,266,317 (18,551,361)	31,259,203 2,106,630 (6,298,257)
TOTAL EQUITY	$ 14,974,159 $	27,067,576
TOTAL LIABILITIES AND EQUITY	$ 15,113,869 $	27,140,613

Nature of operations and going concern (Note 1).

These consolidated financial statements were authorized for issue by the Board of Directors on October 26, 2023.

/s/ “ Craig Parry ” /s/ “Ota Hally”

CRAIG PARRY, Chairman

OTA HALLY, Chief Financial Officer

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

2

OUTBACK GOLDFIELDS CORP. Consolidated Statements of Cash Flows For the years ended June 30, 2023 and 2022 (Expressed in Canadian Dollars)

Note 2023	2022
Cash flows from (used in) operating activities Net loss for the Year $ (12,253,104) $ Adjustments for items not representing changes in cash and cash equivalents Share-based compensation 11 159,687 Impairment of exploration and evaluation assets 10 11,134,885 Amortization 8,020 Changes in non-cash working capital Amounts receivable 7 3,423 Prepaids 8 (20,027) Accounts payable and accrued liabilities 9 66,673	(2,739,174) 636,161 - 8,904 142,232 336,503 (333,191)
Net cash generated (used) in operating activities $ (900,443) $	(1,948,565)
Cash flows from (used in) investing activities Expenditure on exploration and evaluation asset 10 $ (845,918) $ Reclamation bond 141 Acquisition of equipment 1,926	(1,793,696) 733 (3,907)
Net cash (used) in investing activities $ (843,851) $	(1,796,870)
Cash flows from financing activities
Net cash provided by financing activities $ - $	-
Change in cash $ (1,744,294) $ Cash, beginning of period 3,056,655	(3,745,435) 6,802,090
Cash, end of period $ 1,312,361 $	3,056,655

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

3

OUTBACK GOLDFIELDS CORP. Consolidated Statements of Changes in Equity For the years ended June 30, 2023 and 2022 (Expressed in Canadian Dollars)

CK GOLDFIELDS CORP. dated Statements of Changes in Equity years ended June 30, 2023 and 2022 ed in Canadian Dollars)
	Contributed surplus
Note Balance as at June 30, 2021	Common Shares Share Capital Option Reserve Warrant Reserve Accumulated Deficit Total
	58,370,500 31,259,203 $ 1,315,414 $ 155,055 $ (3,559,083) $ 29,170,589 $
Share-based compensation 11 Netlossforthe period	- - 636,161 - - 636,161 - - - - (2,739,174) (2,739,174)
Balance as at June 30, 2022 Share-based compensation 11 Netlossforthe period	58,370,500 31,259,203 1,951,575 155,055 (6,298,257) 27,067,576 - - 159,687 - - 159,687 - - - - (12,253,104) (12,253,104)
Balance as at June 30, 2023	58,370,500 31,259,203 $ 2,111,262 $ 155,055 $ (18,551,361) $ 14,974,159 $

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

4

OUTBACK GOLDFIELDS CORP. Consolidated Statements of Loss and Comprehensive Loss For the years ended June 30, 2023 and 2022 (Expressed in Canadian Dollars)

	Note		2023		2022
Expenses
Accounting and legal		$	72,488	$	98,943
Office and administrative			278,987		355,063
Management and professional fees			530,792		724,202
Marketing and investor services			108,051		772,391
Share-based compensation	11		159,687		636,161
Transfer agent,listingand filingfees			50,588		150,462
Total Expenses		$	1,200,593	$	2,737,222
Other Income (expenses)
Interest income			64,989		26,513
Impairment of exploration and evaluation assets	10		(11,134,885)		-
Foreign exchangegain(loss)			17,385		(28,465)
Total Other Income		$	(11,052,511)	$	(1,952)
Loss and comprehensive loss		$	(12,253,104)	$	(2,739,174)
Loss per common share – basic and diluted		$	(0.21)	$	(0.05)
Weighted average number of common shares outstanding, basic and diluted			58,370,500		58,370,500

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

5

OUTBACK GOLDFIELDS CORP. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Nature of Operations

Outback Goldfields Corp., (the “Company”) was incorporated pursuant to the provisions of the Business Corporations Act of Ontario on March 6, 2018 (under the name Skarb Exploration Corp.). In December 2020, the Company moved its jurisdiction of incorporation to British Columbia and completed the process in January 2021. The Company’s head office is located at Suite 700 – 1090 West Georgia St., Vancouver, British Columbia. The Company’s principal business activities include the acquisition and exploration of mineral property assets.

On December 15, 2020, the Company acquired certain gold projects located in Victoria, Australia including an exploration license for the Yeungroon Gold Project, and a right, title and interest in a mining joint venture agreement for the Glenfine Gold Project. In addition, three exploration license applications were acquired for the Silver Spoon Orogenic Gold Project, an additional part of the Yeungroon Gold Project and the Ballarat West Gold Project as part of the acquisition (Note 5). In December 2020, along with changing its name to Outback Goldfields Corp., the Company’s trading symbol on the Canadian Securities Exchange was changed to “OZ” and the Company completed a 3 for 1 security consolidation.

The Company’s common shares were first listed on the Canadian Securities Exchange under the symbol “SKRB” on February 13, 2019. The Company terminated its option agreement to acquire the RDR Project in Quebec, its original qualifying property, on March 24, 2020. In the year ended June 30, 2021 the Company began trading on the Frankfurt exchange under the symbol “S600” and on the OTCQB under the symbol “OZBKF”. In January of 2022, the Company began trading on the TSX Venture Exchange, continuing with the symbol “OZ”.

The company structure is comprised of the parent company Outback Goldfields Corp. and its sole 100% owned subsidiary Outback Goldfields Australia Pty Ltd incorporated in Australia.

Going Concern

As at June 30, 2023, the Company had working capital of $1.3 million and incurred accumulated losses of $18.6 million. The Company expects to incur further losses in the development of its business. To continue as a going concern, the Company will be dependent upon its ability to develop the business further, generate future profitable operations and/or obtain additional financing, which carries significant risk in ability to execute. These consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to meet its obligations and continue its operations for at least the next twelve months. However, the above factors indicate the existence of a material uncertainty that raises significant doubt about the Company’s ability to continue as a going concern. Adjustments arising from the non-continuation as a going concern would be material.

2. BASIS OF PREPARATION

a) Statement of Compliance

These consolidated financial statements, including comparative financial information have been prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”).

b) Basis of Measurement

The Company’s consolidated financial statements have been prepared on the historical cost basis except for the revaluation of certain financial assets and financial liabilities to fair value. The consolidated financial statements are presented in Canadian dollars (CAD) unless otherwise stated.

c) Consolidation of Group Accounts

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Outback Goldfields Australia Pty Ltd (“Outback Australia”), incorporated in Australia in November 2020, just prior to acquiring the Victorian Gold Projects. Outback Australia has a functional currency of Canadian

6

OUTBACK GOLDFIELDS CORP. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian Dollars)

Dollars. Intercompany balances, transactions and unrealized intercompany gains and losses are eliminated upon consolidation.

d) Security Consolidation (3 old shares for 1 new share)

On December 11, 2020, the outstanding securities of the Company were consolidated at 3:1. All outstanding shares, options and warrants were adjusted with a 3:1 consolidation ratio, as well adjusting any and all strike prices by the same ratio. All information and amounts in these financial statements reflect retrospective treatment of the consolidation unless specifically identified and described as such.

3. SIGNIFICANT ACCOUNTING POLICIES

a) Cash

Cash includes cash on hand with a Canadian chartered bank.

b) Foreign Currencies

The Company’s functional and presentation currency is Canadian dollars.

Transactions denominated in currencies other than the Canadian dollar are translated using the exchange rate in effect on the transaction date or at an average rate. Under this method, monetary items are translated at the rate of exchange in effect at the balance sheet date. Non-monetary items are translated at the historical rate. Exchange gains or losses on translation are recorded on the consolidated statements of loss and comprehensive loss.

c) Exploration and Evaluation Assets

All costs related to the acquisition, exploration and evaluation of mineral properties are capitalized as incurred and deferred until management establishes technical feasibility and economic feasibility of a property. When technical feasibility and commercial viability of a property is demonstrated, exploration and evaluation assets will be reclassified into property.

The recoverability of mineral properties and exploration and development costs is dependent on the existence of economically recoverable reserves, the ability to obtain the necessary financing to complete the development of the reserves, and the profitability of future operations. The Company has not yet determined whether or not any of its future mineral properties contain economically recoverable reserves. Amounts capitalized to mineral properties as exploration and development costs do not necessarily reflect present or future values.

When properties are sold, proceeds are credited to the cost of the property. If no future capital expenditure is required and proceeds exceed costs, the excess proceeds are reported as a gain.

Exploration and evaluation assets are assessed for impairment when facts or circumstances suggest that the carrying value of an exploration and evaluation asset may exceed its recoverable amount. If any such indicators exist, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. The estimated recoverable amount is determined on an asset-by-asset basis, except where such assets do not generate cash flows independent of other assets, in which case the recoverable amount is estimated at the cash generating unit (“CGU”) level. When facts and circumstances suggest that the carrying amount exceeds the recoverable amount, the Company will measure, present and disclose any resulting impairment loss.

d) Impairment of Long-lived Assets

The carrying value of long-lived assets, which consist primarily of mineral properties, is reviewed at each reporting date to determine whether there is any indication that the carrying value of the asset may not be

7

OUTBACK GOLDFIELDS CORP.

Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

recoverable. If indication does exist, the recoverable amount is estimated which is the higher of fair value less cost to sell and the value in use. An impairment loss would be recorded in the statements of loss and comprehensive loss for the amount the carrying value exceeds the recoverable amount. Impairment is assessed at a cash generating unit (“CGU”) level, which for the Company are its individual gold projects.

Where an impairment loss subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of recoverable amount. An impairment loss is reversed through the statements of loss and comprehensive loss only to the extent that the assets or CGU’s carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or CGU.

e) Equipment Amortization

The cost of equipment with a life greater than one year is amortized over its estimated useful life less any expected salvage value.

f) Stock Options

The fair value of stock options granted is recognized as an expense over the vesting period with a corresponding increase in equity (contributed surplus). The fair value is measured at the grant date and recognized over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. At each financial reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest. When stock-options are exercised, shares are granted and the amount previously recorded in equity (contributed surplus) is credited to share capital less consideration paid on exercise.

g) Share Capital

Common shares and warrants are classified as equity instruments. Costs directly identifiable to the issuance of new shares are shown in equity as a deduction to the related proceeds. Warrants issued to brokers or agents as a part of a financing transaction are fair valued used the Black-Scholes option pricing model and recorded in share capital and contributed surplus as issuance costs. If the Company issues units as part of a financing transaction, where such units consist of both common shares and share purchase warrants, the fair value of the warrants is determined using the residual value method, where first, the common shares are valued and the remaining balance is allocated to the warrants.

h) Loss per Share

The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share, where applicable, is determined by adjusting the loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all warrants and options outstanding that may add to the total number of common shares in the case of where they are in-the-money.

i) Current and Deferred Income Taxes

Deferred income taxes are provided in full, using the liability method, on temporary differences arising between the income tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income taxes are determined using income tax rates and income tax laws that have been enacted at the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred income tax assets are recognized to the extent that it is probable that future taxable income will be available against which the temporary differences can be utilized.

8

OUTBACK GOLDFIELDS CORP. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian Dollars)

• j) Financial Instruments

The Company’s financial instruments are classified and subsequently measured in the following categories: amortised cost, fair value through other comprehensive income (“FVTOCI”) or fair value through profit or loss (“FVTPL”). The classification is determined at initial recognition. A financial asset is derecognized when the contractual rights to cash flows from the financial asset expire, or when all associated risks and rewards of ownership of the asset are transferred. A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.

i) Financial assets and liabilities at amortized cost

Financial assets and liabilities categorized as amortized costs are initially recognized at fair value, adjusted for transaction costs, and subsequently carried at amortized cost less any impairment.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.

Gains and losses on derecognition of financial assets and liabilities categorized as amortized costs are recognized in the statements of loss and comprehensive loss.

ii) Financial assets at FVTOCI

Investments in equity instruments categorized as FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income, and with gains and losses on derecognition of such assets remaining in accumulated other comprehensive income.

iii)Financial assets and liabilities at FVTPOL

Financial assets and liabilities categorized as FVTPOL are recorded initially at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in financial assets and liabilities classified as FVTPOL are recognized in the statements of loss and comprehensive loss in the period they are realized.

k) New Accounting Pronouncements

The International Accounting Standards Board continually issues new and amended standards and interpretations which may need to be adopted by the Company. The Company continually assesses the impact that the new and amended standards and interpretations may have on its financial statements or whether to early adopt any of the new requirements. No new or amended standards and interpretations affected the financial statements for the year ending June 30, 2023.

4. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the consolidated financial statements require management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, and contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates which, by their nature, are uncertain.

The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

9

OUTBACK GOLDFIELDS CORP. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian Dollars)

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the financial position reporting date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Impairment of exploration and evaluation assets

Management applies judgement in assessing, each reporting period, whether there are any indicators of impairment related to exploration and evaluation assets. If an indicator exists, the recoverability of the exploration and evaluation asset is assessed using estimates, judgements and assumptions. To estimate recoverability, management considers current and forecasted commodity prices as well as the economic viability of the project.

Share-based payments

The Company measures the fair value of its share-based payments using a valuation model which requires management to use judgements and estimates in determining the inputs of such model. These inputs include volatility, spot price of the underlying shares, and expected life of the share option.

Valuation and allocation of consideration paid to acquired mineral properties

Management applies judgement in determining the valuation of consideration paid for properties when acquired. Relevant factors and indicators are evaluated including current share price at time of acquisition, volume of shares traded at time of acquisition, and recent material financings. Furthermore, management applies judgement in determining the allocation of consideration paid amongst properties when acquired. Relevant factors and indicators are evaluated including status of the ability to explore, the geological prospectivity of the property, and land area open to exploration.

Tax loss utilization

Management applies judgement in assessing, each reporting period, whether incurred losses have the potential to be utilized against future profits.

5. ACQUISITION OF VICTORIAN GOLD PROJECTS

On December 15, 2020, the Company closed the acquisition of the Victorian Gold Projects (the “transaction”) pursuant to the terms of an asset purchase agreement. The Company acquired, from Petratherm Ltd. (“Petratherm” – ASX listed symbol “PTR”), one exploration license, three exploration license applications and the right, title and interest in a mining and joint venture agreement by issuing 33,333,333 common shares (“Payment Shares”) of the Company.

Petratherm distributed the Payment Shares to its shareholders on a pro rata, in-specie basis on April 19, 2021 pursuant to the asset purchase agreement following a 125 day hold period, during which the shares were held in trust for Petratherm’s shareholders. As such, there was no change of control of, or significance influence over the Company as the distributed shares of Outback Goldfields are widely held. Following the disposition of disposed shares, Petratherm held nil shares of Outback Goldfields.

The transaction was accounted for as an asset purchase of mineral property interests as it did not meet the definition of a business combination under IFRS 3. The fair value of the consideration was valued at $20,000,000 or $0.60 per share, which was consistent with the value received for the private placement shares issued which closed on November 17, 2020. The entire value of consideration transferred was allocated to Exploration and Evaluation Assets (Note 10) on the balance sheet. The total transaction costs related to this acquisition were capitalized to Exploration and Evaluation Assets as acquisition costs.

6. PRIVATE PLACEMENT

On November 17, 2020, before the 3 for 1 security consolidation discussed in Note 2, the Company closed a nonbrokered private placement by issuing 57,030,000 units, with each unit consisting of one share and one-half of a warrant at $0.20 per unit for gross proceeds of $11,406,000. The warrants were valued at $NIL per warrant, a residual amount, as required under IFRS. Following the 3 for 1 consolidation, the $0.50 exercise price of the warrants became $1.50 and the warrants issued became 9,505,000. All the warrants expired in November 2022.

10

OUTBACK GOLDFIELDS CORP. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian Dollars)

7. AMOUNTS RECEIVABLE

The Company’s amounts receivable consists entirely of GST receivables in Canada and Australia.

8. PREPAIDS

The Company’s prepaids consists of insurance prepaids $17,552 (2022 - $$18,862), and the balance of various prepaid service contracts expensed over their terms.

9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The Company’s accounts payable consists of normal course operating payables settled in due course as per their terms.

10. EXPLORATION AND EVALUATION ASSETS

During the year ended June 30, 2021, the Company acquired four mineral exploration projects (Victorian Gold Projects) in the Fosterville Gold District in the state of Victoria, Australia, as described in Note 5, for consideration of $20,000,000 by way of issuance of 33,333,333 common shares and incurred $418,592 in transaction related fees. Since the fair value of the mineral properties could not be estimated reliably, the Company used the fair value of share capital paid. The Company determined that the $0.60 per share valuation of the Private Placement Units was the best indicator of fair value for the Payment Shares issued for these assets. Management allocated the consideration paid to each of the mineral properties acquired based on judgement and stage of granting of the licences as well as readiness to be explored.

	Yeungroon property Glenfine property Ballarat West property Silver Spoon property Gossan and SBS properties Total
Opening balance as at July 1, 2021	8,692,414 $ 7,253,154 $ 3,089,669 $ 3,086,190 $ 7,656 $ 22,129,083 $
Exploration costs Chemical analysis GIS & data management Drilling and trenching Geological services Geophysical surveys Materials and supplies Project management Recording and filing Travel Additions in currentperiod	77,022 86,797 10,690 - - 174,509 9,786 20,563 6,383 4,547 - 41,279 781,776 20,590 8,585 - - 810,951 64,737 11,140 39,431 8,245 - 123,553 16,770 - - - 16,770 44,726 13,646 14,462 - 72,834 387,197 78,955 37,619 7,798 - 511,569 13,594 5,573 2,930 284 - 22,381 17,032 1,330 1,488 - - 19,850
	1,412,640 238,594 121,588 20,874 - 1,793,696
Closing balance as at June 30, 2022	10,105,054 $ 7,491,748 $ 3,211,257 $ 3,107,064 $ 7,656 $ 23,922,779 $

11

OUTBACK GOLDFIELDS CORP.

Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

(Expressed in Canadian Dollars)
	Yeungroon property Glenfine property Ballarat West property Silver Spoon property Gossan and SBS properties Total
Opening Balance as at July 1, 2022	10,105,054 $ 7,491,748 $ 3,211,257 $ 3,107,064 $ 7,656 $ 23,922,779 $
Exploration costs Chemical analysis GIS & data management Drilling and trenching Geological services Geophysical surveys Materials and supplies Project management Recording and filing Travel Additions in currentperiod	52,760 7,193 35,489 - - 95,442 1,172 - 270 - - 1,442 76,775 - 5,941 - - 82,716 169,163 19,876 185,261 12,906 - 387,206 22,685 71,190 17,045 - - 110,920 13,753 453 2,659 1,354 - 18,219 58,754 14,477 51,885 3,082 - 128,198 4,026 1,129 6,789 646 - 12,591 4,617 1,777 2,790 - - 9,184
	403,705 116,095 308,130 17,988 - 845,918
Closing balance as at June 30, 2023	10,508,759 7,607,842 3,519,387 3,125,053 7,656 24,768,697
Impairment of E&Eassets	- 7,607,842 3,519,387 - 7,656 11,134,885
Closing balance asat June 30, 2023	10,508,759 $ - $ - $ 3,125,053 $ - $ 13,633,812 $

Following a strategic evaluation of the Company’s four projects, it was determined that given existing plans and finances available for exploration, the priority of the Company is the Yeungroon and Silver Spoon properties. As such, the Glenfine and Ballarat West properties were consistent with the IFRS definition of having impairment indicators, and as such the Company impaired their values to NIL.

Minimum exploration spend commitments associated with granted exploration licences at the Victorian Gold Projects are as follows: $519,800 for year ended June 30, 2024; $419,800 for year ended June 30, 2025; $317,300 for year ended June 30, 2026; $25,000 for year ended June 30, 2027; and $25,000 for the year ended June 30, 2028. The Company has flexibility to defer some expenditures from one year to the next, and it is expected renewals of certain licences will result in additional minimum expenditures. The fiscal 2023 minimum exploration spend commitment for properties not impaired of $190,150 was met. Excluding Glenfine and Ballarat West, the total commitments for the years 2024 to 2028 are reduced to $217,000, $70,400, $66,900, $51,100 and $25,000, respectively.

11. SHARE CAPITAL

a) Authorized Capital:

Unlimited number of common shares with no par value.

b) Shares

No shares were issued during the years ended June 30, 2023 and June 30, 2022.

c) Stock Options

At its AGM on November 19, 2020, the Company adopted a new revised stock option plan that allows issuance for up to 10% of its outstanding shares on a rolling basis amongst other terms of the plan. The purposes of the plan continue to be (a) support the achievement of the Company’s performance objectives and (b) ensure that interests of key persons are aligned with the success of the Company. The Company implemented its original share option plan in July 2018. The fair value of each option grant is estimated at the date of grant using the Black-Scholes option pricing model and are amortized over their vesting period.

On October 21, 2019, the Company granted 523,333 stock options with an exercise price of $0.30 and expire 5 years from the grant date and were all vested and expensed immediately. Assumptions used to determine the fair value of the options: Average expected life, 5 years; Forfeiture rate, NIL; Volatility, 131%; and risk-

12

OUTBACK GOLDFIELDS CORP. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian Dollars)

free rate, 2.13%.

On December 15, 2020, the Company issued 5,383,333 stock options. The options granted have an exercise price of $0.60, expire in 3 years from the grant date and vest in 3 tranches over 2 years with the first 1/3 vesting immediately and the subsequent two tranches one year apart. The grant price was in line with the private placement share price completed in November 2020. The following were the assumptions used to determine that the fair value is $0.37 per option: Average expected life, 3 years; Forfeiture rate, NIL; Volatility, 100%; and risk-free rate, 0.29%. The full grant value was expensed over the vesting period.

On February 23, 2023, the Company issued 140,000 stock options to a consultant of the Company at an exercise price of $0.11. Expiry is 5 years from the grant date and vest in 3 tranches over 2 years with the first 1/3 vesting immediately and the subsequent two tranches one year apart. Assumptions used to determine the fair value is $0.09 per option: Average expected life, 5 years; Forfeiture rate, NIL; Volatility, 100%; and risk-free rate, 5%. The grant value will be expensed over the vesting period.

For the year ended June 30, 2023, $159,687 was expensed as stock compensation expense ($636,161 for the year ended June 30, 2022). A summary of the Company’s share options is as follows:

	Number of options	Weighted average
	outstanding	exerciseprice
As at June 30,2021	5,828,333	$0.58
Forfeited	(133,333)	0.60
As at June 30, 2022	5,695,000	0.58
Granted	140,000	0.11
As at June 30, 2023	5,835,000	$0.57

Expiry date	Number exercisable Number outstanding Exercise price
October 21, 2024 July 9, 2028 December 15, 2023 December 15, 2023 Balance	386,667 386,667 $0.30 58,333 58,333 0.30 5,250,000 5,250,000 0.60 140,000 140,000 0.11
	5,835,000 5,835,000 $0.57

d) Warrants

No warrants are outstanding at June 30, 2023. All warrants arising from the private placement described in Note 5 expired in the last quarter of 2022.

12. RELATED PARTY DISCLOSURES

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole, and are considered related parties. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers. Payments to key management personnel in the year ended June 30, 2023 were made pursuant to their contracts and agreements in place and consist of cash-based payments as well stock-based compensation arising from amortization of options granted, summarized in the following table:

13

OUTBACK GOLDFIELDS CORP.

Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

GOLDFIELDS CORP. e Consolidated Financial Statements rs ended June 30, 2023 and 2022 n Canadian Dollars)
		June 30,		June 30,
		2023		2022
Director remuneration	$	178,000	$	178,000
Officer & key management remuneration		322,729		498,132
Advisory and other service fees		144,000		144,000
Share-based compensation		135,894		541,373
Total	$	780,623	$	1,361,505

During the year ended June 30, 2023, no common shares were issued to related parties of the Company. The Company sub-leases its office space and receives shared services from an entity controlled by its Chairman. Sub-lease costs, office expenses, human resource support, and related fees of $12,000 per month came into effect December 1, 2020 and are being incurred and paid monthly. All dealings with this entity are at fair market value for services received by the Company. Included in accounts payable and accrued liabilities at June 30, 2023 was $60,721 owing for services to directors and officers and companies owned by directors and officers.

13. COMMITMENTS

The Company’s three-year Vancouver office shared space sub-lease entered into as of December 1, 2020 has an annual cost of $144,000. The contract has an option to be terminated upon 6 months notice and the Company has determined IFRS 16 does not apply.

14. CAPITAL MANAGEMENT

The Company’s capital consists of share capital and contributed surplus. The Company manages its capital structure based on the funds available to the Company, in order to support exploration. The Board of Directors does not impose quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain the future development of the business.

In the management of capital, the Company considers all types of equity and is dependent on third party financing, whether through debt, equity, or other means. Although the Company has been successful in raising funds to date, there is no assurance that the Company will be successful in obtaining required financing in the future or that such financing will be available on terms acceptable to the Company.

Management reviews its capital management approach on an on-going basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital requirements.

15. INCOME TAXES

The provision for income taxes differs from the amount that would have been obtained by applying the statutory income tax rate to the Company’s net loss. A reconciliation of income taxes at statutory rates with the reported taxes for the years ended June 30, 2023 and 2022 are as follows:

14

OUTBACK GOLDFIELDS CORP. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

OLDFIELDS CORP. Consolidated Financial Statements ended June 30, 2023 and 2022 anadian Dollars)
		Year ended		June 30,
		2023		2022
Net loss for the year	$	(12,253,104)	$	(2,739,174)
Expected income tax recovery		(3,308,338)		(739,577)
Difference due to foreign tax rates and other		3,420		8,977
Effect of accounting impairment of assets		3,006,419		-
Non-deductible items		43,115		171,763
Unrecognized benefit of income tax losses		255,383		558,835
Income tax expense	$	-	$	-

The income tax effects of temporary differences that give rise to components of deferred income tax assets and liabilities are solely due to non-capital losses and are unrecognized as they are not expected to be utilized in the foreseeable future, the amount being $1,534,284 as at June 30, 2023 (2022 - $1,278,901).

The Company has non-capital losses for income tax purposes of approximately $4,764,566 (2022 - $3,818,703) available to reduce future years’ taxable income. The benefit of these non-capital losses has not been recognized in the Company’s accounts as it is unknown when such benefit will be realized. The non-capital losses expire between the 2038 and 2043 fiscal years.

16. FINANCIAL INSTRUMENTS

a) Fair Value

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

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2: Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

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

Additionally, they are classified in one of the following categories: fair value through profit or loss (“FVTPOL”); amortized cost; or fair value through other comprehensive income (“FVTOCI”).

The following table summarizes the Company’s assessment of these categories and levels:

FinancialInstrument	Category	Hierarchy		30-Jun		30-Jun
		Level		2023		2022
Cash	FVTPOL	1	$	1,312,361	$	3,056,655
Amounts receivable and prepaids	Amortized cost	**		133,300		116,696
Accounts payable and accrued
liabilities	Amortized cost	**		139,710		73,037
Total			$	1,585,371	$	3,246,388

** The fair values of these accounts approximate their carrying values due to their short-term nature.

b) Financial Risk Management Objectives and Policies

The Company’s financial instruments consist of cash, amounts receivable, accounts payable and accrued liabilities. The risks associated with these financial instruments and the policies on how to mitigate these

15

OUTBACK GOLDFIELDS CORP. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022 (Expressed in Canadian Dollars)

risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

i) Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. As at June 30, 2023, the Company has cash on deposit with a large Canadian bank. Management believes the risk of loss to be remote.

ii) Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet its obligations. The Company manages liquidity risk by maintaining sufficient cash balances. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital to meet shortterm obligations. As of June 30, 2023, the Company had working capital of $1.3 million including cash of $1.3 million. Contractual maturity analysis of the Company’s financial instruments (cash, accounts receivable, prepaids and accounts payable) indicates all have maturity less than 3 months as at June 30, 2023 and June 30, 2022.

iii) Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices. The Company does not expect exchange rates or interest rates to have a material impact to the Company in the foreseeable future. Commodity and equity prices however can affect the ability to raise capital in the future should that be needed.

iv) Currency Risk

The Company’s operating costs are primarily in Canadian dollars and Australian dollars, therefore any fluctuations of the Canadian dollar in relation to the Australian dollar may affect the profitability and value of some assets and liabilities of the Company. Management believes that at June 30, 2023, any currency risk from foreign exchange conversion is not significant.

v) Interest Rate Risk

Interest rate risk is the risk that the future cash flows from a financial instrument will fluctuate due to changes in market interest rates. The Company holds its cash in bank accounts that earn variable interest rates.

Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on the estimated fair value of the Company’s cash and cash equivalent balances as of the balance sheet date.

17. SEGMENTED INFORMATION

The Company is in the exploration stage and has no segment revenues or operating results. The following table discloses the Company’s assets by geographic segment as at June 30, 2023 and June 30, 2022.

16

OUTBACK GOLDFIELDS CORP. Notes to the Consolidated Financial Statements For the years ended June 30, 2023 and 2022

(Expressed in Canadian Dollars)

anadian Dollars)
		Canada		Australia		Total
June 30, 2023
Current assets	$	1,373,246	$	72,415	$	1,445,661
Non-current assets		-		13,668,208		13,668,208
Total	$	1,373,246	$	13,740,623	$	15,113,869
June 30, 2022
Current assets	$	3,100,661	$	72,690	$	3,173,351
Non-current assets		7,656		23,959,606		23,967,262
Total	$	3,108,317	$	24,032,296	$	27,140,613

17

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OUTBACK GOLDFIELDS CORP.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED

June 30, 2022 and 2021

(Expressed in Canadian Dollars)

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Independent Auditor's Report

To the Shareholders of Outback Goldfields Corp.

Opinion

We have audited the consolidated financial statements of Outback Goldfields Corp. (the “Company”), which comprise the consolidated statements of financial position as at June 30, 2022 and June 30, 2021, and the consolidated statements of loss and comprehensive loss, consolidated statements of changes in equity and consolidated statements of cash flow for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2022 and June 30, 2021, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards.

Basis for Opinion

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

Other Information

Management is responsible for the other information. The other information comprises the information included in 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 identified above 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 on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor's report. We have nothing to report in this regard.

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[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 International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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

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

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

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

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

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

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

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

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

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

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

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

The engagement partner on the audit resulting in this independent auditor's report is Gordon Cummings.

"D&H Group LLP"

Vancouver, B.C. October 21, 2022

Chartered Professional Accountants

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OUTBACK GOLDFIELDS CORP. Consolidated Statements of Financial Position As at June 30, 2022 and 2021 (Expressed in Canadian Dollars)

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Note 2022 2021
ASSETS
Current
Cash $ 3,056,655 $ 6,802,090
Amounts receivable 7 27,362 169,594
Prepaids 8 89,334 425,837
$ 3,173,351 $ 7,397,521
Non-Current
Equipment 28,316 33,313
Exploration & evaluation assets 10 23,922,779 22,129,083
Reclamation bond 16,167 16,900
TOTAL ASSETS $ 27,140,613 $ 29,576,817
LIABILITIES
Current
Accounts payable and accrued liabilities 9 $ 73,037 $ 406,228
TOTAL LIABILITIES $ 73,037 $ 406,228
EQUITY
Share capital 12 $ 31,259,203 $ 31,259,203
Contributed surplus 12 2,106,630 1,470,469
Accumulated deficit (6,298,257) (3,559,083)
TOTAL EQUITY $ 27,067,576 $ 29,170,589
TOTAL LIABILITIES AND EQUITY $ 27,140,613 $ 29,576,817
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Nature of operations and going concern (Note 1).

These consolidated financial statements were authorized for issue by the Board of Directors on October 21, 2022.

/s/ “ Craig Parry ” /s/ “Ota Hally”

CRAIG PARRY, Chairman

OTA HALLY, Chief Financial Officer

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

2

OUTBACK GOLDFIELDS CORP. Consolidated Statements of Cash Flow For the years ended June 30, 2022 and 2021 (Expressed in Canadian Dollars)

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Note 2022 2021
Cash flows from (used in) operating activities
Net loss for the Year $ (2,739,174) $ (2,990,716)
Adjustments for items not representing changes in cash and cash equivalents
Share-based compensation 12 636,161 1,202,363
Amortization 8,904 2,659
Changes in non-cash working capital
Amounts receivable 7 142,232 (165,830)
Prepaids 8 336,503 (419,747)
Accounts payable and accrued liabilities 9 (333,191) 392,954
Net cash generated (used) in operating activities $ (1,948,565) $ (1,978,317)
Cash flows from (used in) investing activities
Expenditure on exploration and evaluation asset 10 $ (1,793,696) $ (1,702,835)
-
Acquisition costs of exploration and evaluation asset (418,592)
Reclamation bond 733 (16,900)
Acquisition of equipment (3,907) (35,972)
Net cash (used) in investing activities $ (1,796,870) $ (2,174,299)
Cash flows from financing activities
Proceeds from issuance of common shares and warrants 6 $ - $ 11,408,000
Share issuance cost - (598,274)
Repayment of promissory notes 11 - (27,000)
Proceeds from option exercises - 41,000
Net cash provided by financing activities $ - $ 10,823,726
Change in cash $ (3,745,435) $ 6,671,110
Cash, beginning of period 6,802,090 130,980
Cash, end of period $ 3,056,655 $ 6,802,090
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The accompanying notes are an integral part of the consolidated financial statements.

3

OUTBACK GOLDFIELDS CORP.

Consolidated Statements of Changes in Equity For the years ended June 30, 2022 and 2021

(Expressed in Canadian Dollars)

CK GOLDFIELDS CORP. ated Statements of Changes in Equity ears ended June 30, 2022 and 2021 d in Canadian Dollars)
Note Balance as at June 30, 2020	Common Shares Share Capital Option Reserve Warrant Reserve Accumulated Deficit Total Contributed surplus
	5,883,833 528,150 $ 148,433 $ $ - (568,367) $ 108,216 $
Issuance of shares in September 2020 Issuance of units for private placement 6 Subscription costs for private placement Broker warrants for private placement 6 Stock options exercised 12 Share-based compensation 12 Shares issued for Victorian gold projects 5 Net loss for the period	6,667 2,000 - - - 2,000 19,010,000 11,406,000 - - - 11,406,000 - (598,274) - - - (598,274) - (155,055) - 155,055 - - 136,667 76,382 (35,382) - - 41,000 - - 1,202,363 - - 1,202,363 33,333,333 20,000,000 - - - 20,000,000 - - - - (2,990,716) (2,990,716)
Balance as at June 30, 2021	58,370,500 31,259,203 $ 1,315,414 $ 155,055 $ (3,559,083) $ 29,170,589 $
Share-based compensation 12 Net loss for the period	- - 636,161 - - 636,161 - - - - (2,739,174) (2,739,174)
Balance as at June 30, 2022	58,370,500 31,259,203 $ 1,951,575 $ 155,055 $ (6,298,257) $ 27,067,576 $

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

4

OUTBACK GOLDFIELDS CORP. Consolidated Statements of Loss and Comprehensive Loss For the years ended June 30, 2022 and 2021 (Expressed in Canadian Dollars)

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2022 2021
Expenses
Accounting and legal $ 98,943 $ 187,260
Office and administrative 355,063 142,298
Management and professional fees 724,202 821,881
Marketing and investor services 772,391 595,876
Share-based compensation 636,161 1,202,363
Transfer agent, listing and filing fees 150,462 79,488
Total Expenses $ 2,737,222 $ 3,029,166
Other Income
Interest income 26,513 28,138
Foreign exchange gain (loss) (28,465) 10,312
Total Other Income $ (1,952) $ 38,450
Loss and comprehensive loss $ (2,739,174) $ (2,990,716)
Loss per common share – basic and diluted $ (0.05) $ (0.08)
Weighted average number of common
58,370,500 35,689,915
shares outstanding, basic and diluted
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The accompanying notes are an integral part of the consolidated financial statements.

5

OUTBACK GOLDFIELDS CORP. Notes to Consolidated Financial Statements For the years ended June 30, 2022 and 2021 (Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS

Nature of Operations

Outback Goldfields Corp., (the “Company”) was incorporated pursuant to the provisions of the Business Corporations Act of Ontario on March 6, 2018 (under the name Skarb Exploration Corp.). In December 2020, the Company moved its jurisdiction of incorporation to British Columbia and completed the process in January 2021. The Company’s head office is located at Suite 700 – 1090 West Georgia St., Vancouver, British Columbia. The Company’s principal business activities include the acquisition and exploration of mineral property assets.

On December 15, 2020, the Company acquired certain gold projects located in Victoria, Australia including an exploration license for the Yeungroon Gold Project, and a right, title and interest in a mining joint venture agreement for the Glenfine Gold Project. In addition, three exploration license applications were acquired for the Silver Spoon Orogenic Gold Project, an additional part of the Yeungroon Gold Project and the Ballarat West Gold Project as part of the acquisition (Note 4). In December 2020, along with changing its name to Outback Goldfields Corp., the Company’s trading symbol on the Canadian Securities Exchange was changed to “OZ” and the Company completed a 3 for 1 security consolidation.

The Company’s common shares were first listed on the Canadian Securities Exchange under the symbol “SKRB” on February 13, 2019. Since October 2019, the Company has held 100% interests in the Gossan and SBS properties, located in the Spences Gold Belt in British Columbia. The Company terminated its option agreement to acquire the RDR Project in Quebec, its original qualifying property, on March 24, 2020. In the year ended June 30, 2021 the Company began trading on the Frankfurt exchange under the symbol “S600” and on the OTCQB under the symbol “OZBKF”.

The company structure is comprised of the parent company Outback Goldfields Corp. and its sole 100% owned subsidiary Outback Goldfields Australia Pty Ltd incorporated in Australia.

As at June 30, 2022, the Company had working capital of $3.1 million and incurred accumulated losses of $6.3 million. The Company expects to incur further losses in the development of its business in the long term, but is sufficiently funded to execute its business plans for at least the next 12 months. To continue as a going concern, the Company will be dependent upon its ability to develop the business further, generate future profitable operations and/or obtain additional financing.

COVID-19

The COVID-19 global pandemic has adversely affected the global economy. The Company’s business travel has been restricted and various business operations including permitting processes and exploration mobilization has seen delays. The pandemic may impact the ability to raise funds in the future due to unforeseen circumstances including market volatility and investor apprehension. As of June 30, 2022, the pandemic has not had a material impact on the Company however due to ongoing focus by management on the situation and taking measures to mitigate the effects.

2. BASIS OF PREPARATION

a) Statement of Compliance

These consolidated financial statements, including comparative financial information have been prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”).

b) Basis of Measurement

The Company’s consolidated financial statements have been prepared on the historical cost basis except for the revaluation of certain financial assets and financial liabilities to fair value. The consolidated financial statements are presented in Canadian dollars (CAD) unless otherwise stated.

c) Consolidation of Group Accounts

6

OUTBACK GOLDFIELDS CORP. Notes to the Consolidated Financial Statements For the years ended June 30, 2022 and 2021

(Expressed in Canadian Dollars)

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Outback Goldfields Australia Pty Ltd (“Outback Australia”), incorporated in Australia in November 2020, just prior to acquiring the Victorian Gold Projects. Outback Australia has a functional currency of Canadian Dollars. Intercompany balances, transactions and unrealized intercompany gains and losses are eliminated upon consolidation.

d) Security Consolidation (3 old shares for 1 new share)

On December 11, 2020, the outstanding securities of the Company were consolidated at 3:1. All outstanding shares, options and warrants were adjusted with a 3:1 consolidation ratio, as well adjusting any and all strike prices by the same ratio. All information and amounts in these financial statements reflect retrospective treatment of the consolidation unless specifically identified and described as such.

3. SIGNIFICANT ACCOUNTING POLICIES

a) Cash

Cash includes cash on hand with a Canadian chartered bank.

b) Foreign Currencies

The Company’s functional and presentation currency is Canadian dollars.

Transactions denominated in currencies other than the Canadian dollar are translated using the exchange rate in effect on the transaction date or at an average rate. Under this method, monetary items are translated at the rate of exchange in effect at the balance sheet date. Non-monetary items are translated at the historical rate. Exchange gains or losses on translation are recorded on the consolidated statements of loss and comprehensive loss.

c) Exploration and Evaluation Assets

All costs related to the acquisition, exploration and evaluation of mineral properties are capitalized as incurred and deferred until management establishes technical feasibility and economic feasibility of a property. When technical feasibility and commercial viability of a property is demonstrated, exploration and evaluation assets will be reclassified into property.

The recoverability of mineral properties and exploration and development costs is dependent on the existence of economically recoverable reserves, the ability to obtain the necessary financing to complete the development of the reserves, and the profitability of future operations. The Company has not yet determined whether or not any of its future mineral properties contain economically recoverable reserves. Amounts capitalized to mineral properties as exploration and development costs do not necessarily reflect present or future values.

When properties are sold, proceeds are credited to the cost of the property. If no future capital expenditure is required and proceeds exceed costs, the excess proceeds are reported as a gain.

Exploration and evaluation assets are assessed for impairment when facts or circumstances suggest that the carrying value of an exploration and evaluation asset may exceed its recoverable amount. If any such indicators exist, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. The estimated recoverable amount is determined on an asset-by-asset basis, except where such assets do not generate cash flows independent of other assets, in which case the recoverable amount is estimated at the cash generating unit (“CGU”) level. When facts and circumstances suggest that the carrying amount exceeds the recoverable amount, the Company will measure, present and disclose any resulting impairment loss.

7

OUTBACK GOLDFIELDS CORP. Notes to the Consolidated Financial Statements For the years ended June 30, 2022 and 2021 (Expressed in Canadian Dollars)

d) Impairment of Long-lived Assets

The carrying value of long-lived assets, which consist primarily of mineral properties, is reviewed at each reporting date to determine whether there is any indication that the carrying value of the asset may not be recoverable. If indication does exist, the recoverable amount is estimated which is the higher of fair value less cost to sell and the value in use. An impairment loss would be recorded in the statements of loss and comprehensive loss for the amount the carrying value exceeds the recoverable amount. Impairment is assessed at a CGU level.

Where an impairment loss subsequently reverses, the carrying amount of the asset or CGU is increased to the revised estimate of recoverable amount. An impairment loss is reversed through the statements of loss and comprehensive loss only to the extent that the assets or CGU’s carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset or CGU.

e) Equipment Amortization

The cost of equipment with a life greater than one year is amortized over its estimated useful life less any expected salvage value.

f) Stock Options

The fair value of stock options granted is recognized as an expense over the vesting period with a corresponding increase in equity (contributed surplus). The fair value is measured at the grant date and recognized over the period during which the options vest. The fair value of the options granted is measured using the Black-Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. At each financial reporting date, the amount recognized as an expense is adjusted to reflect the actual number of share options that are expected to vest. When stock-options are exercised, shares are granted and the amount previously recorded in equity (contributed surplus) is credited to share capital less consideration paid on exercise.

g) Share Capital

Common shares and warrants are classified as equity instruments. Costs directly identifiable to the issuance of new shares are shown in equity as a deduction to the related proceeds. Warrants issued to brokers or agents as a part of a financing transaction are fair valued used the Black-Scholes option pricing model and recorded in share capital and contributed surplus as issuance costs. If the Company issues units as part of a financing transaction, where such units consist of both common shares and share purchase warrants, the fair value of the warrants is determined using the residual value method, where first, the common shares are valued and the remaining balance is allocated to the warrants.

h) Loss per Share

The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share, where applicable, is determined by adjusting the loss attributable to common shareholders and the weighted average number of common shares outstanding for the effects of all warrants and options outstanding that may add to the total number of common shares in the case of where they are in-the-money.

i) Current and Deferred Income Taxes

Deferred income taxes are provided in full, using the liability method, on temporary differences arising between the income tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred income taxes are determined using income tax rates and income tax laws that have been enacted at the end of the reporting period and are expected to apply when the related deferred income tax asset is

8

OUTBACK GOLDFIELDS CORP. Notes to the Consolidated Financial Statements For the years ended June 30, 2022 and 2021 (Expressed in Canadian Dollars)

realized or the deferred income tax liability is settled. Deferred income tax assets are recognized to the extent that it is probable that future taxable income will be available against which the temporary differences can be utilized.

j) Financial Instruments

The Company’s financial instruments are classified and subsequently measured in the following categories: amortised cost, fair value through other comprehensive income (“FVTOCI”) or fair value through profit or loss (“FVTPL”). The classification is determined at initial recognition. A financial asset is derecognized when the contractual rights to cash flows from the financial asset expire, or when all associated risks and rewards of ownership of the asset are transferred. A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.

i) Financial assets and liabilities at amortized cost

Financial assets and liabilities categorized as amortized costs are initially recognized at fair value, adjusted for transaction costs, and subsequently carried at amortized cost less any impairment.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.

Gains and losses on derecognition of financial assets and liabilities categorized as amortized costs are recognized in the statements of loss and comprehensive loss.

ii) Financial assets at FVTOCI

Investments in equity instruments categorized as FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income, and with gains and losses on derecognition of such assets remaining in accumulated other comprehensive income.

iii)Financial assets and liabilities at FVTPOL

Financial assets and liabilities categorized as FVTPOL are recorded initially at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in financial assets and liabilities classified as FVTPOL are recognized in the statements of loss and comprehensive loss in the period they are realized.

k) New Accounting Pronouncements

The International Accounting Standards Board continually issues new and amended standards and interpretations which may need to be adopted by the Company. The Company continually assesses the impact that the new and amended standards and interpretations may have on its financial statements or whether to early adopt any of the new requirements. No new or amended standards and interpretations

affected the financial statements for the year ending June 30, 2022.

4. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the consolidated financial statements require management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, and contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates which, by their nature, are uncertain.

9

OUTBACK GOLDFIELDS CORP.

Notes to the Consolidated Financial Statements For the years ended June 30, 2022 and 2021

(Expressed in Canadian Dollars)

The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the financial position reporting date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Impairment of exploration and evaluation assets

Management applies judgement in assessing, each reporting period, whether there are any indicators of impairment related to exploration and evaluation assets. If an indicator exists, the recoverability of the exploration and evaluation asset is assessed using estimates, judgements and assumptions. To estimate recoverability, management considers current and forecasted commodity prices as well as the economic viability of the project. For the year ended June 30, 2022 there were no impairment indicators related to exploration and evaluation assets.

Share-based payments

The Company measures the fair value of its share-based payments using a valuation model which requires management to use judgements and estimates in determining the inputs of such model. These inputs include volatility, spot price of the underlying shares, and expected life of the share option.

Valuation and allocation of consideration paid to acquired mineral properties

Management applies judgement in determining the valuation of consideration paid for properties when acquired. Relevant factors and indicators are evaluated including current share price at time of acquisition, volume of shares traded at time of acquisition, and recent material financings. Furthermore, management applies judgement in determining the allocation of consideration paid amongst properties when acquired. Relevant factors and indicators are evaluated including status of the ability to explore, the geological prospectivity of the property, and land area open to exploration.

Tax loss utilization

Management applies judgement in assessing, each reporting period, whether incurred losses have the potential to be utilized against future profits.

5. ACQUISITION OF VICTORIAN GOLD PROJECTS

On December 15, 2020, the Company closed the acquisition of the Victorian Gold Projects (the “transaction”) pursuant to the terms of an asset purchase agreement. The Company acquired, from Petratherm Ltd. (“Petratherm” – ASX listed symbol “PTR”), one exploration license, three exploration license applications and the right, title and interest in a mining and joint venture agreement by issuing 33,333,333 common shares (“Payment Shares”) of the Company.

Petratherm distributed the Payment Shares to its shareholders on a pro rata, in-specie basis by way of dividend, reduction of stated capital, or other type of distribution on April 19, 2021 pursuant to the asset purchase agreement following a 125 day hold period, during which the shares were held in trust for Petratherm’s shareholders. As such, there is no change of control of, or significance influence over the Company as the distributed shares of Outback Goldfields are widely held.

The transaction was accounted for as an asset purchase of mineral property interests as it did not meet the definition of a business combination under IFRS 3. The fair value of the consideration has been valued at $20,000,000 or $0.60 per share, which was consistent with the value received for the private placement shares issued which closed on November 17, 2020 and constitutes a material non-cash transaction. The entire value of consideration transferred has been allocated to Exploration and Evaluation Assets (Note 9) on the balance sheet. The total transaction costs related to this acquisition for the year ended June 30, 2021 was $418,592 and are capitalized to Exploration and Evaluation Assets as acquisition costs.

10

OUTBACK GOLDFIELDS CORP.

Notes to the Consolidated Financial Statements

For the years ended June 30, 2022 and 2021

(Expressed in Canadian Dollars)

On April 22, 2021 following the expiry of the restricting period, Petratherm distributed all of the shares in Outback Goldfields to it shareholders. Following the disposition of disposed shares Petratherm holds nil shares of Outback Goldfields.

6. PRIVATE PLACEMENT

On November 17, 2020, before the 3 for 1 security consolidation discussed in Note 2, the Company closed a nonbrokered private placement by issuing 57,030,000 units, with each unit consisting of one share and one-half of a warrant at $0.20 per unit for gross proceeds of $11,406,000. The warrants were valued at $NIL per warrant, a residual amount, as required under IFRS.

Following the 3 for 1 consolidation, the $0.50 exercise price of the warrants became $1.50 and the warrants issued became 9,505,000. Each full warrant entitles the holder to acquire one common share for a period of two years (expiry date of November 16, 2022), subject to an accelerated expiry if the volume weighted average trading price of the Company’s shares is greater than $2.25 per share for a period of 10 consecutive trading days (the "Acceleration Event"). The Company may give notice to the holders of the Acceleration Event and the warrants will expire 30 days thereafter if unexercised.

Finder’s fees and other subscription costs of $598,274 cash and 2,538,450 pre-3-for-1 consolidation broker warrants with an exercise price of $0.50, expiring on November 16, 2022 were issued in connection with the private placement. Following the consolidation, this warrant count became 846,150 with a strike price of $1.50. The cash transaction fees were treated as share issuance costs in share capital.

7. AMOUNTS RECEIVABLE

The Company’s amounts receivable consists entirely of GST receivables in Canada and Australia.

8. PREPAIDS

The Company’s prepaids consists of insurance prepaids $18,862 (2021 - $21,322), and the balance of various prepaid service contracts expensed over their terms.

9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The Company’s accounts payable consists of normal course operating payables settled in due course as per their terms.

10. EXPLORATION AND EVALUATION ASSETS

During the year ended June 30, 2021, the Company acquired four mineral exploration projects (Victorian Gold Projects) in the Fosterville Gold District in the state of Victoria, Australia, as described in Note 5, for consideration of $20,000,000 by way of issuance of 33,333,333 common shares and incurred $418,592 in transaction related fees. Since the fair value of the mineral properties could not be estimated reliably, the Company used the fair value of

share capital paid. The Company determined that the $0.60 per share valuation of the Private Placement Units was the best indicator of fair value for the Payment Shares issued for these assets. Management allocated the consideration paid to each of the mineral properties acquired based on judgement and stage of granting of the licences as well as readiness to be explored.

11

OUTBACK GOLDFIELDS CORP. Notes to the Consolidated Financial Statements For the years ended June 30, 2022 and 2021

(Expressed in Canadian Dollars)

	Yeungroon property Glenfine property Ballarat West property Silver Spoon property Gossan and SBS properties Total	Yeungroon property Glenfine property Ballarat West property Silver Spoon property Gossan and SBS properties Total	Yeungroon property Glenfine property Ballarat West property Silver Spoon property Gossan and SBS properties Total	Yeungroon property Glenfine property Ballarat West property Silver Spoon property Gossan and SBS properties Total
Openingbalance as at July1,2020	- $ - $ - $ - $ 7,656 $ 7,656 $
Acquisition costs Exploration costs Chemical analysis GIS & data management Drilling and trenching Geological services Geophysical surveys Materials and supplies Project management Recording and filing Travel	8,575,808 $ 5,717,206 $ 3,062,789 $ 3,062,789 $ 20,418,592 $ 2,610 16,036 - - - 18,646 81,698 14,817 4,406 4,741 - 105,662 1,307,911 - 1,307,911 14,170 125,235 17,286 10,416 - 167,107 7,301 732 2,082 2,256 - 12,371 49,905 - 49,905 8,889 11,994 3,106 5,783 - 29,772 1,733 4,531 - - - 6,264 205 4,787 - 205 - 5,197
	116,606 1,535,948 26,880 23,401 - 1,702,835
Closingbalance as at June 30,2021	8,692,414 $ 7,253,154 $ 3,089,669 $ 3,086,190 $ 7,656 $ 22,129,083 $
	Yeungroon property Glenfine property Ballarat West property Silver Spoon property Gossan and SBS properties Total
OpeningBalance as at July1,2021	8,692,414 $ 7,253,154 $ 3,089,669 $ 3,086,190 $ 7,656 $ 22,129,083 $
Exploration costs Chemical analysis GIS & data management Drilling and trenching Geological services Geophysical surveys	77,022 86,797 10,690 - - 174,509 9,786 20,563 6,383 4,547 - 41,279 781,776 20,590 8,585 - - 810,951 64,737 11,140 39,431 8,245 - 123,553 16,770 - - - 16,770
Materials and supplies	44,726	13,646	14,462	- 72,834
Project management Recording and filing Travel	387,197 78,955 37,619 7,798 - 511,569 13,594 5,573 2,930 284 - 22,381 17,032 1,330 1,488 - - 19,850
	1,412,640 238,594 121,588 20,874 - 1,793,696
Closingbalance as at June 30,2022	10,105,054 $ 7,491,748 $ 3,211,257 $ 3,107,064 $ 7,656 $ 23,922,779 $

For the Gossan and SBS properties, the Company acquired 100% interest and was only required to pay the staking claim fees. The Company is evaluating alternative plans for these properties including joint venture partnering to advance the exploration efforts.

11. PROMISSORY NOTES

The Company repaid two promissory notes in the year ended June 30, 2021, including accrued interest. Each promissory note had a principal amount equal to $13,500 with interest calculated at the rate of 3% per annum.

12. SHARE CAPITAL

a) Authorized Capital:

Unlimited number of common shares with no par value.

b) Shares

12

OUTBACK GOLDFIELDS CORP. Notes to the Consolidated Financial Statements For the years ended June 30, 2022 and 2021 (Expressed in Canadian Dollars)

No shares were issued during the year ended June 30, 2022. The following were the material share transactions in the year ended June 30, 2021:

On November 17, 2020, the Company issued shares in connection with the private placement as described in Note 6.

On December 11, 2020, all shares outstanding were consolidated at a 3:1 ratio. All outstanding shares, options and warrants were adjusted with a 3:1 consolidation ratio, as well adjusting all strike prices by the same ratio. All information and amounts in these financial statements reflect retrospective treatment of the consolidation unless specifically identified and described as such.

On December 15, 2020, the Company issued 33,333,333 consolidated shares in relation to the acquisition of the Victorian Gold Projects (Note 5).

c) Stock Options

At its AGM on November 19, 2020, the Company adopted a new revised stock option plan that allows issuance for up to 10% of its outstanding shares on a rolling basis amongst other terms of the plan. The purposes of the plan continue to be (a) support the achievement of the Company’s performance objectives and (b) ensure that interests of key persons are aligned with the success of the Company. The Company implemented its original share option plan in July 2018. The fair value of each option grant is estimated at the date of grant using the Black-Scholes option pricing model and are amortized over their vesting period.

On October 21, 2019, the Company granted 523,333 stock options with an exercise price of $0.30 and expire 5 years from the grant date and were all vested and expensed immediately. Assumptions used to determine the fair value of the options: Average expected life, 5 years; Forfeiture rate, NIL; Volatility, 131%; and riskfree rate, 2.13%.

On December 15, 2020, the Company issued 5,383,333 stock options. The options granted have an exercise price of $0.60, expire in 3 years from the grant date and vest in 3 tranches over 2 years with the first 1/3 vesting immediately and the subsequent two tranches one year apart. The grant price was in line with the private placement share price completed in November 2020. The following were the assumptions used to determine that the fair value is $0.37 per option: Average expected life, 3 years; Forfeiture rate, NIL; Volatility, 100%; and risk-free rate, 0.29%. The full grant value will be expensed over the vesting period.

For the year ended June 30, 2022, $636,161 was expensed as stock compensation expense ($1,202,363 for the year ended June 30, 2021). A summary of the Company’s share options is as follows:

13

OUTBACK GOLDFIELDS CORP. Notes to the Consolidated Financial Statements For the years ended June 30, 2022 and 2021 (Expressed in Canadian Dollars)

	Number of options	Weighted average
	outstanding	exerciseprice
As at June 30,2020	581,667	$0.30
Exercised	(136,667)	0.30
Granted	5,383,333	0.60
As at June 30, 2021	5,828,333	0.58
Forfeited	(133,333)	0.60
As at June 30, 2022	5,695,000	$0.58

Expiry date	Number exercisable Number outstanding Exercise price
October 21, 2024 July 9, 2028 December 15, 2023 Balance	386,667 386,667 $0.30 58,333 58,333 0.30 3,500,000 5,250,000 0.60
	3,945,000 5,695,000 $0.58

d) Warrants

The following is a summary of warrants outstanding at June 30, 2022:

Expiry date	Number exercisable Exercise Price
November 16, 2022 – Unit Warrants November 16, 2022 – Broker warrants Balance	9,505,000 $1.50 846,150 1.50
	10,351,150 $1.50

The broker warrants related to the private placement were valued using the Black Scholes valuation model due to the nature of the warrants being a compensation instrument under IFRS and were valued at $0.06 per warrant. The following were the assumptions used in determining the fair value of the warrants: Average expected life, 2 years; Forfeiture rate, NIL; Volatility, 100%, and risk-free rate, 0.25%.

13. RELATED PARTY DISCLOSURES

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole, and are considered related parties. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers. Payments to key management personnel in the year ended June 30, 2022 were made pursuant to their contracts and agreements in place and consist of cash-based payments as well stock-based compensation arising from amortization of options granted, summarized in the following table:

14

OUTBACK GOLDFIELDS CORP. Notes to the Consolidated Financial Statements For the years ended June 30, 2022 and 2021

(Expressed in Canadian Dollars)

GOLDFIELDS CORP. e Consolidated Financial Statements ars ended June 30, 2022 and 2021 n Canadian Dollars)
	June 30, June 30, 2022 2021
Director remuneration Officer & key management remuneration Advisory and other service fees Share-based compensation	178,000 $ 128,707 $ 498,132 353,584 144,000 324,000 541,373 1,023,561
Total	1,361,505 $ 1,829,852 $

During the year ended June 30, 2022, no common shares were issued to related parties of the Company. Certain officers and directors of the Company participated in the private placement described in Note 5, acquiring shares of the Company.

The Company sub-leases its office space and receives shared services from an entity controlled by its Chairman. Sub-lease costs, office expenses, human resource support, and related fees of $12,000 per month came into effect December 1, 2020 and are being incurred and paid monthly. In addition, transaction advisory fees of $240,000 related to the Petratherm asset transaction were incurred upon closing of the transaction for services provided by this same entity and were capitalized to the cost of the properties acquired. All dealings with this entity are at fair market value for services received by the Company.

14. COMMITMENTS

The Company’s three-year Vancouver office shared space sub-lease entered into as of December 1, 2020 has an annual cost of $144,000. The contract has an option to be terminated upon 6 months notice and the Company has determined IFRS 16 does not apply. Minimum exploration spend commitments associated with granted exploration licences at the Victorian Gold Projects are as follows: $435,219 for year ended June 30, 2023; $395,516 for year ended June 30, 2024; $305,173 for year ended June 30, 2025; $256,623 for year ended June 30, 2026; and $112,128 for the year ended June 30, 2027.

15. CAPITAL MANAGEMENT

The Company’s capital consists of share capital and contributed surplus. The Company manages its capital structure based on the funds available to the Company, in order to support exploration. The Board of Directors does not impose quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain the future development of the business.

In the management of capital, the Company considers all types of equity and is dependent on third party financing, whether through debt, equity, or other means. Although the Company has been successful in raising funds to date, there is no assurance that the Company will be successful in obtaining required financing in the future or that such financing will be available on terms acceptable to the Company.

Management reviews its capital management approach on an on-going basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital requirements.

16. INCOME TAXES

The provision for income taxes differs from the amount that would have been obtained by applying the statutory income tax rate to the Company’s net loss. A reconciliation of income taxes at statutory rates with the reported taxes for the years ended June 30, 2022 and 2021 are as follows:

15

OUTBACK GOLDFIELDS CORP. Notes to the Consolidated Financial Statements For the years ended June 30, 2022 and 2021 (Expressed in Canadian Dollars)

		Year ended	Year ended	June 30,
		2022		2021
Net loss for the year	$	(2,739,174)	$	(2,990,716)
Expected income tax recovery Difference due to foreign tax rates and other Non-deductible items		(739,577) 8,977 171,763		(807,493) 5,923 324,638
Deductible share issuance costs		-		(161,534)
Unrecognized benefit of income tax losses		558,835		638,466
Income tax expense	$	-	$	-

The income tax effects of temporary differences that give rise to components of deferred income tax assets and liabilities are solely due to non-capital losses and are unrecognized as they are not expected to be utilized in the foreseeable future, the amount being $1,278,901 as at June 30, 2022 (2021 - $720,067).

The Company has non-capital losses for income tax purposes of approximately $4,736,889 (2021 - $2,667,132) available to reduce future years’ taxable income. The benefit of these non-capital losses has not been recognized in the Company’s accounts as it is unknown when such benefit will be realized. The non-capital losses expire between the 2038 and 2042 fiscal years.

17. FINANCIAL INSTRUMENTS

a) Fair Value

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

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2: Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

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

Additionally, they are classified in one of the following categories: fair value through profit or loss (“FVTPOL”); amortized cost; or fair value through other comprehensive income (“FVTOCI”).

The following table summarizes the Company’s assessment of these categories and levels:

Financial Instrument	Category	Hierarchy		30-Jun		30-Jun
		Level		2022		2021
Cash	FVTPOL	1	$	3,056,655	$	6,802,090
Amounts receivable and prepaids	Amortized cost	**		116,696		595,431
Accounts payable and accrued
liabilities	Amortized cost	**		73,037		406,228
Total			$	3,246,388	$	7,803,749

** The fair values of these accounts approximate their carrying values due to their short-term nature.

b) Financial Risk Management Objectives and Policies

The Company’s financial instruments consist of cash, amounts receivable, accounts payable and accrued liabilities. The risks associated with these financial instruments and the policies on how to mitigate these

16

OUTBACK GOLDFIELDS CORP. Notes to the Consolidated Financial Statements For the years ended June 30, 2022 and 2021 (Expressed in Canadian Dollars)

risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

i) Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. As at June 30, 2022, the Company has cash on deposit with a large Canadian bank. Management believes the risk of loss to be remote.

ii) Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet its obligations. The Company manages liquidity risk by maintaining sufficient cash balances. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital to meet shortterm obligations. As of June 30, 2022, the Company had working capital of $3.1 million including cash of $3.1 million.

million.	million.	million.
**Contractual Maturity **			Analysis at	June	30, 2022
Financial Instrument	Less than		3 to 12		1 to 5			Over			Total
	3 months		months		years			5 years
Cash $	3,056,655		-		-			-		$	3,056,655
Amounts receivable and prepaids	116,696		-		-			-			116,696
Accounts payable and accrued
liabilities	73,037		-		-			-			73,037
Total $	3,246,388	$	-	$		-	$		-	$	3,246,388
**Contractual Maturity **			Analysis at	June	30, 2021
Financial Instrument	Less than		3 to 12		1 to 5			Over			Total
	3 months		months		years			5 years
Cash $	6,802,090		-		-			-		$	6,802,090
Amounts receivable and prepaids	595,431		-		-			-			595,431
Accounts payable and accrued
liabilities	406,228		-		-			-			406,228
Total $	7,803,749	$	-	$		-	$		-	$	7,803,749

iii) Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices. The Company does not expect exchange rates or interest rates to have a material impact to the Company in the foreseeable future. Commodity and equity prices however can affect the ability to raise capital in the future should that be needed.

iv) Currency Risk

The Company’s operating costs are primarily in Canadian dollars and Australian dollars, therefore any fluctuations of the Canadian dollar in relation to the Australian dollar may affect the profitability and value of some assets and liabilities of the Company. Management believes that at June 30, 2022, any currency risk from foreign exchange conversion is not significant.

v) Interest Rate Risk

Interest rate risk is the risk that the future cash flows from a financial instrument will fluctuate due to changes in market interest rates. The Company holds its cash in bank accounts that earn variable interest rates.

Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on the estimated fair value of the Company’s cash and cash equivalent balances as of the balance sheet date.

17

OUTBACK GOLDFIELDS CORP. Notes to the Consolidated Financial Statements For the years ended June 30, 2022 and 2021 (Expressed in Canadian Dollars)

18. SEGMENTED INFORMATION

The Company is in the exploration stage and has no segment revenues or operating results. The following table discloses the Company’s assets by geographic segment as at June 30, 2022 and June 30, 2021.

		Canada		Australia		Total
June 30, 2022
Current assets	$	3,100,661	$	72,690	$	3,173,351
Non-current assets		20,496,653		3,470,609		23,967,262
Total	$	23,597,314	$	3,543,299	$	27,140,613
June 30, 2021
Current assets	$	7,230,398	$	167,123	$	7,397,521
Non-current assets		20,426,248		1,753,048		22,179,296
Total	$	27,656,646	$	1,920,171	$	29,576,817

18

SCHEDULE “B” – COMPANY ANNUAL MD&A

(Attached)

110

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OUTBACK GOLDFIELDS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEARS ENDED

JUNE 30, 2023 and JUNE 30, 2022

(Expressed in Canadian Dollars)

OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis For the year ended June 30, 2023 and 2022

INTRODUCTION

The following is management’s discussion and analysis (“ MD&A ”), prepared as of June 30, 2023. This MD&A should be read in conjunction with the Outback Goldfields Corp.’s (the “ Company ”) audited consolidated Financial Statements and the accompanying notes for the years ended June 30, 2023 and 2022. The Company’s financial statements have been prepared in accordance with International Financial Reporting Standards (“ IFRS ”). All amounts are stated in Canadian dollars unless otherwise indicated.

This report includes certain statements that may be deemed “forward-looking statements” within the meaning of applicable securities legislation. All statements, other than statements of historical facts that address such matters as future events or developments that the Company expects, are forward looking statements and, as such, are subject to risks, uncertainties, assumptions and other factors of which are beyond the reasonable control of the Company. You can identify these statements by forward-looking words such as “expects”, “does not expect”, “plans”, “anticipates”, “does not anticipate”, “believes”, “intends”, “estimated”, “projects”, “potential”, “scheduled”, forecast”, “budget”, and similar expressions, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur and similar words. Such statements give the Company’s current expectations or forecasts of future events and are not guarantees of future performance and actual results or developments may differ materially from those expressed in, or implied by, this forward-looking information. With respect to forward-looking statements and information contained herein, we have made numerous assumptions including among other things anticipated costs and expenditures and the Company’s ability to achieve its goals. Although management believes that the assumptions made, and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Factors that could cause actual results to differ materially from those in forward-looking statements include, for example, such matters as continued availability of capital and financing and general economic, market or business conditions. Although we have attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements or information, there may be other factors that cause actual results, performances, achievements or events not to be anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. Any forwardlooking statements are expressly qualified in their entirety by this cautionary statement. The information contained herein is stated as of the current date and subject to change after that date and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

Additional information related to the Company is available for view on SEDAR at www.sedar.com.

DESCRIPTION OF BUSINESS

Outback Goldfields Corp. was incorporated pursuant to the provisions of the Business Corporations Act of Ontario on March 6, 2018. In December 2020 the Company moved its jurisdiction of incorporation to British Columbia and completed the process in January 2021. The Company’s head office is located at Suite 700 – 1090 West Georgia St., Vancouver, British Columbia. The Company’s principal business activities include the acquisition and exploration of mineral property assets.

Outback Goldfields Corp. is an exploration mining company holding a package of gold projects located proximate and adjacent to the Fosterville Gold Mine in Victoria, Australia. The Goldfields of Victoria, Australia continue to show its gold prospectivity and are home to some of the highest grade and lowest cost mining in the world.

Following incorporation on March 6, 2018, the Company capitalized itself through the issuance of securities on a private placement basis. The Company completed a modest capital raise and initially held the option to acquire the RDR Property in Quebec. The Company’s common shares were first listed on the Canadian Securities Exchange under the symbol “SKRB” on February 13, 2019.

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis For the year ended June 30, 2023 and 2022

In December 2020, the Company acquired four exploration projects in Australia via a purchase agreement with Petratherm Ltd (“Petratherm” – ASX listed symbol “PTR”). Following the completion of the transaction with Petratherm, the Company changed its name to Outback Goldfields Corp., adopted the trading symbol on the Canadian Securities Exchange “OZ” and completed a 3 for 1 security consolidation. In the quarter ended March 31, 2021 the Company began trading on the Frankfurt exchange under the symbol “S600” and the OTCQB under the symbol “OZBKF”. In early 2022 the Company graduated to trading of the TSXV. All information and amounts in these financial statements reflect retrospective treatment of the 3 for 1 consolidation unless specifically identified and described as such.

ACQUISITION OF PROJECTS IN VICTORIA, AUSTRALIA

On December 15, 2020, the Company closed the acquisition of the Victorian Gold Projects pursuant to the terms of an asset purchase agreement. The Company acquired from Petratherm Ltd. one exploration license, three exploration license applications and the right, title and interest in a mining and joint venture agreement by issuing 33,333,333 common shares (“Payment Shares”) of the Company. Petratherm distributed the Payment Shares to its shareholders on a pro rata, in-specie basis on April 19, 2021, pursuant to the asset purchase agreement following a 125 day hold during which the shares were held in trust for Petratherm’s shareholders. As such, there is no change of control of, or significance influence over the Company as the distributed shares of Outback are widely held.

PRIVATE PLACEMENT

In conjunction with the acquisition of the Victorian Gold Projects, on November 17, 2020, the Company closed a nonbrokered private placement by issuing 19,010,000 units, with each unit consisting of one share and one-half of a warrant at $0.60 per unit for gross proceeds of $11,406,000. The warrants expired November 16, 2022 along with broker warrants issued.

OVERVIEW AND HIGHLIGHTS OF THE CURRENT PERIOD

• At the Yeungroon project, a grid-based, shallow reconnaissance-style drill program was executed to drill through barren cover rocks and map and sample the top of bedrock. This Phase 2 air-core drill program expanded on the previously reported Phase 1 air-core drill program executed in mid-2022, comprised 2,400 meters of shallow, top of bedrock drilling primarily along east-west oriented roads. A highly portable air-core drill rig was used to sample and map the top of bedrock below cover. A footprint of approximately 6.0 kilometers wide and 3.2 kilometers long was tested along three roads spaced approximately 1.5 kilometers apart. Holes were vertical and collared on 100-meter centers along the roads and were drilled to an average depth of 17 meters. Cuttings from each drill run were analysed using a portable x-ray fluorescence spectrometer (pXRF). The focus for these analyses was pathfinder element geochemical concentrations (e.g., arsenic). Based on these results, together with the identification of quartz chips in the drill cuttings, a total of 1462 samples were then selected for follow up laboratory testing using low-detection fire assay gold analyses. These analyses represent only 60% of total meters drilled therefore additional gold analyses from other holes are warranted. The program was successful at defining a new broad zone of gold anomalism associated with a large-scale, open-ended arsenic anomaly. Further details are provided in the Company’s press releases available on the Company’s website.

• The Silver Spoon Exploration Licence was granted in March, 2023, near the world-class Fosterville gold mine in central Victoria, Australia. Silver Spoon is contiguous with Agnico Eagle’s Fosterville exploration licences to the west and only 10 km north of Mandalay Resources Costerfield mine. Previous exploration at Silver Spoon was focused on the Crosbie target, located near a contact with the Devonian aged Crosbie granite. The Crosbie granite is prospective for gold-antimony mineralization, a hallmark geochemical signature of the nearby Fosterville gold mine. The Crosbie target is marked by an open-ended, 900 by 300 meter, gold-in-soil anomaly with anomalous gold in rock-chip samples. A systematic exploration program has commenced consisting of property-wide soil and rock geochemical surveys over prospective areas as well as to verify and expand on results from the Crosbie anomaly.

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis

For the year ended June 30, 2023 and 2022

• Exploration at Ballarat West was focused on the Berry Sauce corridor (see August 30th, 2022, news release) centred approximately 5 km northwest of the Ballarat gold fields which produced over 13 million ounces of gold in the past. Select samples from the over 2,000 collected soils samples were analysed at SGS for full multi-element geochemistry for analytical control on the companies routine pXRF analyses. Additional infill soil grids were completed between the completed widely spaced reconnaissance sample traverses. With the granting of the Silver Spoon licence and focus on the Yeungroon project, further Ballarat West work has been reduced in order for the Company to focus on the most prospective priorities. As such, for IFRS purposes the project was written down on the Company’s books.

• Exploration at Glenfine was reduced following the October 2022 release of the Golden Jacket mine target drilling. Although the program yielded insightful geological information and defined possible extensions to mineralization, the Company prioritized its other projects for current work programs. As such, for IFRS purposes the project was written down on the Company’s books.

OUTLOOK

The Company will be focused on work to advance its early-stage Silver Spoon project as well as look at strategic opportunities to proceed with the next steps of diamond drilling the prospective targets generated at the Yeungroon project.

The Ballarat West project will see continued land access work whilst reviewing strategic opportunities including joint venturing ahead of drill target generation.

The Company is reviewing strategic opportunities including joint venturing to advance the Glenfine project, where the Company has satisfied its requirement to earn 51% ownership in the Glenfine project JV.

EXPLORATION PROJECTS’ BACKGROUND

Yeungroon – Victoria, Australia

The 698 km[2] Yeungroon property is transected by the north-trending, crustal-scale Avoca fault, which separates the western Stawell zone from the Eastern Bendigo zone. The western side of the Yeungroon property contains the historic Golden Jacket hard-rock reef mine associated with the regional-scale, northwest-trending Golden Jacket fault. Historical mining records indicate the Golden Jacket mine produced quartz-rich ore with grades of up to 250 grams per tonne gold (Bibby and More, 1998), however, the vertical and lateral extent of mineralization remains unknown. The eastern side of the project is underlain by Ordovician rocks of the Castlemaine group and comprises the northern extent of the Wedderburn Goldfield, where numerous small-scale, historic alluvial and hard-rock mines are located.

Silver Spoon – Victoria, Australia

The Silver Spoon project is approximately 20 kilometers east of Agnico Eagle’s Fosterville Mine. Silver Spoon has been the focus of limited past exploration due to the shallow cover over most of the tenement, however, previous soil geochemical surveys have outlined a 900 meter by 300 meter multi-element soil anomaly.

Ballarat West – Victoria, Australia

The 448 km[2] hectare Ballarat West property is adjacent to the historic Ballarat, Clunes and Creswick goldfields and is is underlain by prospective rocks of the Stawell and Bendigo zones, separated by the north-trending Avoca Fault. The priority Mitchells and Grassies targets are hosted in Ordovician aged sedimentary rocks of the Castlemaine Group and are comprised of structurally-controlled gold-bearing quartz reefs with numerous historic workings covering a strike length of at least 300 meters at Mitchells and at least 250 meters at Grassies (GeoVic; http://gsv.vic.gov.au/). The true extent of these mineralized structures is not presently known and represent priority targets. Both targets are exposed in local windows of prospective Castlemaine Group rocks surrounded by widespread, post-mineralization

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis

For the year ended June 30, 2023 and 2022

cover rocks (gravels and basalts). The post-mineralization cover rocks extend to the southern boundary of the tenement where they thin and Bendigo Zone rocks dominate. Here, numerous quartz reef-centered historic workings are documented, associated with prominent regional-scale north-trending faults (e.g., Linton and Haddon goldfields).

Glenfine – Victoria, Australia

Through the acquisition of the Victorian projects, the Company acquired a JV interest in a mining and joint venture agreement with two other parties. Glenfine is an advanced 96 km[2] exploration project with documented Ballarat-style reef-hosted gold mineralization and Stawell-style basalt contact gold mineralization. The British Banner and Glenfine Reef 2 targets have been tested by drilling prior to the acquisition.

The Glenfine project is centered on a 30 km section of the north-trending, crustal-scale Avoca fault which juxtaposes Cambrian rocks of the Stawell zone to the west with Ordovician rocks of the Bendigo zone to the east. On the west side of the fault the property is underlain by a 20 km long by ~1 km wide, north-trending, Cambrian aged basalt dome termed the Glenfine Dome where widely spaced historic drilling along its eastern and western margins have outlined numerous occurrences of gold mineralization hosted near the basalt and meta-sediment contact. Previous exploration drilling intersected numerous intervals of significant gold mineralization at both target areas, such as 3.8 meters of 9.0 grams per tonne (g/t) Au with 1.3 meters of 23.4 g/t Au in hole CCD01 at British Banner and 3.8 meters of 5.7 g/t Au with 0.8 meters of 21.0 g/t Au in hole PFD031 at Glenfine. The Company has spent the required $1 million on exploration activities to earn a 51% ownership interest in the JV.

EXPLORATION EXPENDITURES

Total capitalized exploration costs and property carrying values for the year ended June 30, 2023 and prior periods are as follows:

	Yeungroon property Glenfine property Ballarat West property Silver Spoon property Gossan and SBS properties Total
Openingbalance as at July1,2020	- $ - $ - $ - $ 7,656 $ 7,656 $
Acquisition costs Exploration costs Chemical analysis GIS & data management Drilling and trenching Geological services Geophysical surveys Materials and supplies Project management Recording and filing Travel	8,575,808 $ 5,717,206 $ 3,062,789 $ 3,062,789 $ 20,418,592 $ 2,610 16,036 - - - 18,646 81,698 14,817 4,406 4,741 - 105,662 1,307,911 - 1,307,911 14,170 125,235 17,286 10,416 - 167,107 7,301 732 2,082 2,256 - 12,371 49,905 - 49,905 8,889 11,994 3,106 5,783 - 29,772 1,733 4,531 - - - 6,264 205 4,787 - 205 - 5,197
	116,606 1,535,948 26,880 23,401 - 1,702,835
Closingbalance as at June 30,2021	8,692,414 $ 7,253,154 $ 3,089,669 $ 3,086,190 $ 7,656 $ 22,129,083 $

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis

For the year ended June 30, 2023 and 2022

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

Ballarat Gossan and
Yeungroon Glenfine Silver Spoon
West SBS Total
property property property
property properties
Opening balance as at July 1, 2021 $ 8,692,414 $ 7,253,154 $ 3,089,669 $ 3,086,190 $ 7,656 $ 22,129,083
Exploration costs
Chemical analysis 77,022 86,797 10,690 - - 174,509
GIS & data management 9,786 20,563 6,383 4,547 - 41,279
Drilling and trenching 781,776 20,590 8,585 - - 810,951
Geological services 64,737 11,140 39,431 8,245 - 123,553
Geophysical surveys 16,770 - - - 16,770
Materials and supplies 44,726 13,646 14,462 - 72,834
Project management 387,197 78,955 37,619 7,798 - 511,569
Recording and filing 13,594 5,573 2,930 284 - 22,381
Travel 17,032 1,330 1,488 - - 19,850
Additions in current period 1,412,640 238,594 121,588 20,874 - 1,793,696
Closing balance as at June 30, 2022 $ 10,105,054 $ 7,491,748 $ 3,211,257 $ 3,107,064 $ 7,656 $ 23,922,779
Ballarat Gossan and
Yeungroon Glenfine Silver Spoon
West SBS Total
property property property
property properties
Opening Balance as at July 1, 2022 $ 10,105,054 $ 7,491,748 $ 3,211,257 $ 3,107,064 $ 7,656 $ 23,922,779
Exploration costs
Chemical analysis 52,760 7,193 35,489 - - 95,442
GIS & data management 1,172 - 270 - - 1,442
Drilling and trenching 76,775 - 5,941 - - 82,716
Geological services 169,163 19,876 185,261 12,906 - 387,206
Geophysical surveys 22,685 71,190 17,045 - - 110,920
Materials and supplies 13,753 453 2,659 1,354 - 18,219
Project management 58,754 14,477 51,885 3,082 - 128,198
Recording and filing 4,026 1,129 6,789 646 - 12,591
Travel 4,617 1,777 2,790 - - 9,184
Additions in current period 403,705 116,095 308,130 17,988 - 845,918
Closing balance as at June 30, 2023 10,508,759 7,607,842 3,519,387 3,125,053 7,656 24,768,697
Impairment of E & E assets - 7,607,842 3,519,387 - 7,656 11,134,885
Closing balance as at June 30, 2023 $ 10,508,759 $ - $ - $ 3,125,053 $ - $ 13,633,812
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Following a strategic evaluation of the Company’s four projects, it was determined that given existing plans and finances available for exploration, the priority of the Company is the Yeungroon and Silver Spoon properties. As such, the Glenfine and Ballarat West properties were consistent with the IFRS definition of having impairment indicators, and as such the Company impaired their values to NIL. It is expected sufficient work has been completed or will be completed to keep the tenements in good standing for the duration of their grants.

OVERALL PERFORMANCE

As at June 30, 2023, the Company had working capital of $1.3 million and incurred accumulated losses of $18.6 million. The Company expects to incur further losses in the development of its business. To continue as a going concern, the Company will be dependent upon its ability to develop the business further, generate future profitable operations and/or obtain additional financing, which carries significant risk in ability to execute. These condensed consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to meet its obligations and continue its operations for at least the next twelve months. However, the above factors indicate the existence of a material uncertainty that raises significant doubt about the Company’s ability to continue as a going concern. Adjustments arising from the non-continuation as a going concern would be material.

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis For the year ended June 30, 2023 and 2022

Industry and Economic Factors that May Affect the Company’s Performance

The exploration for and development of minerals involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. Few properties which are explored are ultimately developed into producing mines. There can be no guarantee that the estimates of quantities and qualities of minerals disclosed will be economically recoverable. With all exploration and mining operations there is uncertainty and, therefore, risk associated with exploration and operating parameters and costs resulting from the scaling up of extraction methods tested in pilot conditions. Mineral exploration is speculative in nature and there can be no assurance that any minerals discovered will result in a resource base. Additionally, the Company’s mineral interests are in the form of exploration licenses which terminate as per schedules at the time of granting, unless they are renewed, extended or converted to certain exploitation rights. There is no assurance that the Company can renew, extend or convert their licenses in the future.

In particular, the Company does not generate revenue, and as a result, continues to be dependent on third party financing to continue exploration activities on the company’s properties. Accordingly, the Company’s future performance will be most affected by its access to financing, whether debt, equity or other means. Access to such financing, in turn, is affected by general economic conditions, exploration risks and the other risk factors.

SELECTED FINANCIAL INFORMATION

The following tables set out selected financial information for the Company. The selected financial information should only be read in conjunction with the Company’s financial statements, including the notes thereto, for the same periods as filed on SEDAR.

Statements of Operations, Comprehensive Loss and Deficit Data, and Cash Flows

				Year ended June 30, 2023 ($)	Year ended June 30, 2023 ($)	Year ended June 30, 2022 ($)
Total Revenue				-		-
Total Expenses				1,200,593		2,737,222
Net loss for the period				(12,253,104)		(2,739,174)
Loss per share - basic and diluted				(0.21)		(0.05)
Net cash used in operatingactivities				(900,443)		(1,948,565)
Change in cash				(1,744,294)		(3,745,435)
Balance Sheet Data
			As at June 30, 2023			As at June 30, 2022
			($)			($)
Current Assets			1,445,661			3,173,351
Mineral Properties			13,633,812			23,922,779
Total Assets			15,113,869			27,140,613
Current Liabilities			139,710			73,037
Long Term Debt			-			-

-6-

OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis

For the year ended June 30, 2023 and 2022

	As at June 30, 2023	As at June 30, 2022
Shareholders’ Equity	14,974,159	27,067,576
Total Liabilities and Equity	15,113,869	27,140,613

RESULTS OF OPERATIONS

The following discussion addresses the operating results and financial condition of the Company for the three months and year ended June 30, 2023 compared to the three months and year ended June 30, 2022. The MD&A should be read in conjunction with the Company’s audited financial statements and the accompanying notes for the years ended June 30, 2023 and 2022.

During the year ended June 30, 2023, the Company generated no revenues and incurred expenses of $1.2 million. The decrease in expenses in the year ended June 30, 2023 arose from a significantly decreased stock based compensation expense with the passage of prior grants’ vesting periods, decreased marketing and investor services, and cost controls applied across all general and administrative categories due to challenging market conditions dictating cash conservation.

In the three months ended June 30, 2023, the cost reductions from the prior comparable period continued, with the addition of the company recognizing an impairment as per IFRS on two of its projects.

SUMMARY OF QUARTERLY RESULTS

The following information is derived from the Company’s condensed consolidated interim financial statements prepared in accordance with IFRS applicable to interim condensed consolidated financial reporting including IAS 34. The information below should be read in conjunction with the Company’s consolidated financial statements for the same periods. Consistent with the preparation and presentation of the Annual Financial Statements, the unaudited quarterly results are presented in Canadian dollars.

	June 30, 2023	March 31, 2023	Dec 31, 2022	Sep 30, 2022	June 30, 2022	March 31, 2022	Dec 31, 2021	Sep 30, 2021	June 30, 2021
	($)	($)	($)	($)	($)	($)	($)	($)	($)
Revenue	-	-	-	-	-	-	-	-	-
Net loss for the period	(11,254,199)	(323,580)	(372,734)	(302,591)	(594,633)	(508,640)	(759,771)	(876,130)	(1,038,286)
Loss per share (basic and diluted)	(0.18)	(0.01)	(0.01)	(0.01)	(0.01)	(0.01)	(0.01)	(0.02)	(0.01)

The Company does not derive any revenue from its operations. Its primary focus is the acquisition, exploration and evaluation of mineral properties. As a result, the loss per period has fluctuated depending on the Company’s activity level and cash availability. Therefore, quarterly periods are not comparable.

LIQUIDITY

The Company has a working capital position at June 30, 2023 of $1.3 million including cash of $1.3 million, to fund the next 12 months of exploration and general and administrative expenditures. These factors indicate the existence of a material uncertainty that raises significant doubt about the Company’s ability to continue as a going concern. Furthermore, the Company has expenditure commitments related to its exploration licences which are greater than the available cash on hand, further indicating the need for new funding requirements in the future.

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis For the year ended June 30, 2023 and 2022

SHARE CAPITAL

There were no material movements in the Company’s share capital in the year ended June 30, 2023. Prior material movements are as follows:

On November 17, 2020, the Company issued 57,030,000 pre-consolidation shares in connection with the private placement at a value of $0.20 including one half warrant with each share, collectively called units.

On December 11, 2020, all shares outstanding were consolidated at a 3:1 ratio shown in Condensed Consolidated Interim Statements of Changes in Equity.

On December 15, 2020, the Company issued 33,333,333 post-consolidated shares in relation to the acquisition of the Victorian Gold Projects.

CAPITAL RESOURCES

The Company continues to evaluate raising capital through the issuance of common shares and is dependent upon its ability to secure equity and/or debt financing, the availability of which cannot be assured. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets. Management currently believes that the Company has the cash required to fund operations for the next 12 months but additional capital raises may be required or warranted, although the success of such capital raises carries inherent risk.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

TRANSACTIONS WITH RELATED PARTIES

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole, and are considered related parties. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers. Payments to key management personnel in the year ended June 30, 2023 were made pursuant to their contracts and agreements in place and consist of cash-based payments as well stock-based compensation arising from options granted.

arising from options granted.
		June 30,		June 30,
		2023		2022
Director remuneration	$	178,000	$	178,000
Officer & key management remuneration		322,729		498,132
Advisory and other service fees		144,000		144,000
Share-based compensation		135,894		541,373
Total	$	780,623	$	1,361,505

During the three months and year ended June 30, 2023, no common shares were issued to related parties of the Company.

The Company sub-leases its office space from an entity controlled by its Chairman. Sub-lease costs, office expenses and fees came into effect December 1, 2020 and are being incurred and paid monthly. All dealings with this entity are at fair market value for services received by the Company.

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis For the year ended June 30, 2023 and 2022

CRITICAL ACCOUNTING JUDGMENTS AND ESTIMATES

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable in the circumstances. Uncertainty about these judgments, estimates and assumptions could result in a material adjustment to the carrying amount of the asset or liability affected in future periods.

A detailed summary of all of the Company’s accounting estimates and assumptions is included in the audited annual financial statements ended June 30, 2023 filed on SEDAR.

Information about significant areas of estimation uncertainty considered by management in preparing the financial statements include the following:

Impairment of exploration and evaluation assets

Management applies judgement in assessing, each reporting period, whether there are any indicators of impairment related to exploration and evaluation assets. If an indicator exists, the recoverability of the exploration and evaluation asset is assessed using estimates, judgements and assumptions. To estimate recoverability, management considers current and forecasted commodity prices, the economic viability of the project, and its geological prospectivity, amongst other factors.

Share-based payments

The Company measures the fair value of its share-based payments using a valuation model which requires management to use judgements and estimates in determining the inputs of such model. These inputs include volatility, spot price of the underlying shares, and expected life of the share option.

Valuation and allocation of consideration paid to acquired mineral properties

Management applies judgement in determining the valuation of consideration paid for properties when acquired. Relevant factors and indicators are evaluated including current share price at time of acquisition, volume of shares traded at time of acquisition, and recent material financings. Furthermore, management applies judgement in determining the allocation of consideration paid amongst properties when acquired. Relevant factors and indicators are evaluated including status of the ability to explore, the geological prospectivity of the property, and land area open to exploration.

Tax loss utilization

Management applies judgement in assessing, each reporting period, whether incurred losses have the potential to be utilized against future profits.

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

Standards, Amendments, and Interpretations Not Yet in Effect

The International Accounting Standards Board continually issues new and amended standards and interpretations which may need to be adopted by the Company. The Company continually assesses the impact that the new and amended standards and interpretations may have on its financial statements or whether to early adopt any of the new requirements. No new or amended standards and interpretations affected the financial statements for the year ending June 30, 2023.

FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash, GST receivable, accounts payable and accrued liabilities and notes payable.

-9-

OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis

For the year ended June 30, 2023 and 2022

The fair values of the Company’s financial instruments approximate their carrying value, due to their short-term maturities or liquidity. The Company’s cash and amounts receivable are initially recorded at fair value and subsequently at amortized cost with accrued interest recorded in accounts receivable.

Financial instrument risk exposure

As at June 30, 2023, the Company’s financial instrument risk exposure and impact thereof on the Company’s financial instruments is summarized below:

Credit Risk, Liquidity Risk, Market Risk, Currency Risk, and Interest Rate Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. As at June 30, 2023, the Company has the majority of its cash on deposit with one of the largest Canadian banks. Management believes the risk of loss to be remote.

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet its obligations under financial instruments. The Company manages liquidity risk by maintaining sufficient cash balances. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital to meet short-term obligations.

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices. The Company does not expect exchange rates, and commodity and equity prices to have a material impact to the Company.

The Company’s operating costs are primarily in Canadian dollars and Australian dollars, therefore any fluctuations of the Canadian dollar in relation to the Australian dollar may affect the net losses and value of some assets and liabilities of the Company. Management believes that any currency risk from foreign exchange conversion or changes in cost structure is not significant.

Interest rate risk is the risk that the future cash flows from a financial instrument will fluctuate due to changes in market interest rates. The Company holds its cash in bank accounts that earn variable interest rates but the expected risk is deemed insignificant due to the continued expected low interest rate risk environment.

Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on the estimated fair value of the Company’s cash and cash equivalent balances as of June 30, 2023.

DISCLOSURE OF OUTSTANDING SECURITY DATA

Common Shares, Share Options, and Warrants

As at June 30, 2023 and the date of this MD&A, the Company had: 58,370,500 Common Shares issued and outstanding; 5,835,000 Options outstanding; and NIL Warrants outstanding.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

The Company anticipates that its working capital of $1.3 million at June 30, 2023, will fund limited exploration programs, operations and payments for the next 12-month period. The funds necessary for the Company to achieve its stated business objectives to carry out its limited exploration programs and to cover anticipated administrative costs for the next 12-month period are in place.

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OUTBACK GOLDFIELDS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS

FOR THE YEARS ENDED

JUNE 30, 2022 and JUNE 30, 2021

(Expressed in Canadian Dollars)

OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis For the year ended June 30, 2022 and 2021

INTRODUCTION

The following is management’s discussion and analysis (“ MD&A ”), prepared as of June 30, 2022. This MD&A should be read in conjunction with the Outback Goldfields Corp.’s (the “ Company ”) audited consolidated Financial Statements and the accompanying notes for the years ended June 30, 2022 and 2021. The Company’s financial statements have been prepared in accordance with International Financial Reporting Standards (“ IFRS ”). All amounts are stated in Canadian dollars unless otherwise indicated.

This report includes certain statements that may be deemed “forward-looking statements” within the meaning of applicable securities legislation. All statements, other than statements of historical facts that address such matters as future events or developments that the Company expects, are forward looking statements and, as such, are subject to risks, uncertainties, assumptions and other factors of which are beyond the reasonable control of the Company. You can identify these statements by forward-looking words such as “expects”, “does not expect”, “plans”, “anticipates”, “does not anticipate”, “believes”, “intends”, “estimated”, “projects”, “potential”, “scheduled”, forecast”, “budget”, and similar expressions, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur and similar words. Such statements give the Company’s current expectations or forecasts of future events and are not guarantees of future performance and actual results or developments may differ materially from those expressed in, or implied by, this forward-looking information. With respect to forward-looking statements and information contained herein, we have made numerous assumptions including among other things anticipated costs and expenditures and the Company’s ability to achieve its goals. Although management believes that the assumptions made, and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Factors that could cause actual results to differ materially from those in forward-looking statements include, for example, such matters as continued availability of capital and financing and general economic, market or business conditions. Although we have attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements or information, there may be other factors that cause actual results, performances, achievements or events not to be anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. Any forwardlooking statements are expressly qualified in their entirety by this cautionary statement. The information contained herein is stated as of the current date and subject to change after that date and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

Additional information related to the Company is available for view on SEDAR at www.sedar.com.

DESCRIPTION OF BUSINESS

Outback Goldfields Corp. was incorporated pursuant to the provisions of the Business Corporations Act of Ontario on March 6, 2018. In December 2020 the Company moved its jurisdiction of incorporation to British Columbia and completed the process in January 2021. The Company’s head office is located at Suite 700 – 1090 West Georgia St., Vancouver, British Columbia. The Company’s principal business activities include the acquisition and exploration of mineral property assets.

Outback Goldfields Corp. is an exploration mining company holding a package of four highly prospective gold projects located proximate and adjacent to the Fosterville Gold Mine in Victoria, Australia. The Goldfields of Victoria, Australia is in the midst of a modern-day gold rush and are home to some of the highest grade and lowest cost mining in the world.

Following incorporation on March 6, 2018, the Company capitalized itself through the issuance of securities on a private placement basis. The Company completed a modest capital raise and initially held the option to acquire the RDR Property in Quebec. The Company’s common shares were first listed on the Canadian Securities Exchange

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis

For the year ended June 30, 2022 and 2021

under the symbol “SKRB” on February 13, 2019. The Company terminated the option to acquire a 100% right, title, and interest on the RDR Property effective March 24, 2020 based on results from the exploration program.

In December 2020, the Company acquired four prospective exploration projects in Australia via a purchase agreement with Petratherm Ltd (“Petratherm” – ASX listed symbol “PTR”). Following the completion of the transaction with Petratherm, the Company changed its name to Outback Goldfields Corp., adopted the trading symbol on the Canadian Securities Exchange “OZ” and completed a 3 for 1 security consolidation. In the quarter ended March 31, 2021 the Company began trading on the Frankfurt exchange under the symbol “S600” and the OTCQB under the symbol “OZBKF”.

All information and amounts in these financial statements reflect retrospective treatment of the 3 for 1 consolidation unless specifically identified and described as such.

ACQUISITION OF PROJECTS IN VICTORIA, AUSTRALIA

On December 15, 2020, the Company closed the acquisition of the Victorian Gold Projects pursuant to the terms of an asset purchase agreement. The Company acquired from Petratherm Ltd. one exploration license, three exploration license applications and the right, title and interest in a mining and joint venture agreement by issuing 33,333,333 common shares (“Payment Shares”) of the Company.

Petratherm distributed the Payment Shares to its shareholders on a pro rata, in-specie basis by way of dividend, reduction of stated capital, or other type of distribution on April 19, 2021, pursuant to the asset purchase agreement following a 125 day hold during which the shares were held in trust for Petratherm’s shareholders. As such, there is no change of control of, or significance influence over the Company as the distributed shares of Outback are widely held.

The transaction was accounted for as an asset purchase of mineral property interests as it did not meet the definition of a business combinations under IFRS 3. The fair value of the consideration has been valued at $20,000,000 or $0.60 per share, which was consistent with the value received for the private placement shares issued which closed on November 17, 2020. The entire value of consideration transferred has been allocated to Exploration and Evaluation Assets on the balance sheet.

PRIVATE PLACEMENT

On November 17, 2020, the Company closed a non-brokered private placement by issuing 19,010,000 units, with each unit consisting of one share and one-half of a warrant at $0.60 per unit for gross proceeds of $11,406,000. Each full warrant entitles the holder to acquire one common share for a period of two years (expiry November 16, 2022), subject to an accelerated expiry if the volume weighted average trading price of the Company’s shares is greater than $2.25 per share for a period of 10 consecutive trading days (the "Acceleration Event"). The Company may give notice to the holders of the Acceleration Event and the warrants will expire 30 days thereafter if unexercised. The warrants were valued at $NIL per warrant for accounting purposes, a residual value, as required under IFRS, and the full proceeds per unit was allocated to the common shares issued.

Finder’s fees of $598,274 cash and 846,150 broker warrants with an exercise price of $1.50, expiring on November 16, 2022 were issued in connection with the private placement. The cash finder’s fees and $155,055 value of warrants, using the Black Scholes valuation model, were treated as share issuance costs in share capital.

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis For the year ended June 30, 2022 and 2021

OVERVIEW AND HIGHLIGHTS OF THE CURRENT PERIOD

• At the Yeungroon project, the Company completed a high-resolution, 8,000 line kilometre magnetic geophysical survey marking an important step in the plans to systematically advance the project and refine exploration efforts and generate drill targets in the Yeungroon area. The company also completed a high-resolution LiDAR (light detection and ranging) survey across the eastern side of the project over the northern extent of the Wedderburn goldfield to identify all areas of historic disturbance potentially related to surface mineralization and to provide robust topographic control for future modelling and ground-based surveys. The comprehensive data obtained from the review and interpretation of the surveys together with that from previous geological and geochemical surveys, show that several high-priority zones of interest are defined within the main Golden Jacket, Moondyne and Wedderburn target areas.

• Subsequently, over 9,300 meters of air-core, 3,616 meters of RAB (rotary air-blast) and 968 meters of diamond core was drilled, testing the areas of the Golden Jacket Mine and the Moondyne prospects. The focus of the composite drill program was to investigate the structural setting and the dip- and strike-extent of reef-hosted gold mineralization at the Golden Jacket mine as well as to map and sample the top-of-bedrock below shallow cover across prospective trends and interpreted structural offsets identified in the geophysical data. The small diamond drill program successfully tested and intersected the Golden Jacket reef (e.g., 4.7 meters at 1.17 g/t Au including 0.8 meters at 4.01 g/t Au in OGA0015) along trend from the Golden Jacket mine. Additional drilling is warranted as numerous holes were terminated short of their target depth due to the presence of previously unknown underground workings A 600 meter long high-arsenic anomaly was also defined along trend to the southeast of the Golden Jacket mine from top-of-bedrock RAB drilling samples. This trend represents a priority target for additional tighter-spaced and deeper diamond drilling.

• The exploration program at Ballarat West continued with a focus on extensive soil sampling in order to generate high-priority drill targets. Road-side sample traverses were initiated along property-scale, east-west transects. Infill, tighter-spaced soil grids are required to evaluate the scale of potential local anomalies. Based on a compilation and review of all new and historical regional and property-scale geological, geochemical and geophysical data, the exploration team have identified multiple prospective areas of focus for Phase 1 exploration and land access negotiations are ongoing.

OUTLOOK

For Ballarat West, the Phase 1 exploration program will continue and will consist of geological mapping, rock-chip sampling and grid-based soil geochemical surveys, leading to the generation of drill targets. Follow-up ground-based geophysical surveys such as induced polarization (IP) and gravity may be completed and informed by results from the geochemical surveys.

The Company is in the planning stage of prioritizing work to be completed in order to advance the Glenfine project. In the year ended June 30, 2021, the Company satisfied its requirement to earn 51% ownership in the Glenfine project JV which required spending $1 million on exploration activities.

Following the completion of the first phase drilling program at Yeungroon, the Company is in the process of ranking and prioritising potential follow up drilling as well as additional soil geochemical surveys across some of the most prospective targets.

Planning for early-stage exploration work will commence with the granting of the Exploration License at Silver Spoon, which is currently proceeding through native title claims review.

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis For the year ended June 30, 2022 and 2021

EXPLORATION PROJECTS

Ballarat West – Victoria, Australia

The 44,800 hectare Ballarat West property is adjacent to the historic Ballarat, Clunes and Creswick goldfields and is is underlain by prospective rocks of the Stawell and Bendigo zones, separated by the north-trending Avoca Fault. The priority Mitchells and Grassies targets are hosted in Ordovician aged sedimentary rocks of the Castlemaine Group and are comprised of structurally-controlled gold-bearing quartz reefs with numerous historic workings covering a strike length of at least 300 metres at Mitchells and at least 250 metres at Grassies (GeoVic; http://gsv.vic.gov.au/). The true extent of these mineralized structures is not presently known and represent priority targets. Both targets are exposed in local windows of prospective Castlemaine Group rocks surrounded by widespread, post-mineralization cover rocks (gravels and basalts). The post-mineralization cover rocks extend to the southern boundary of the tenement where they thin and Bendigo Zone rocks dominate. Here, numerous quartz reef-centered historic workings are documented, associated with prominent regional-scale north-trending faults (e.g., Linton and Haddon goldfields).

The Company has commenced exploration on this project after being granted the Ballarat West tenement and will continue with its Phase 1 exploration program. The Company has engaged in procuring land holder access agreements in areas deemed strategically important for the Phase 1 exploration program.

Yeungroon – Victoria, Australia

The 698 km[2] Yeungroon property is transected by the north-trending, crustal-scale Avoca fault, which separates the western Stawell zone from the Eastern Bendigo zone. The western side of the Yeungroon property contains the historic Golden Jacket hard-rock reef mine associated with the regional-scale, northwest-trending Golden Jacket fault. Historical mining records indicate the Golden Jacket mine produced quartz-rich ore with grades of up to 250 grams per tonne gold (Bibby and More, 1998), however, the vertical and lateral extent of mineralization remains unknown. The eastern side of the project is underlain by Ordovician rocks of the Castlemaine group and comprises the northern extent of the Wedderburn Goldfield, where numerous small-scale, historic alluvial and hard-rock mines are located.

Glenfine – Victoria, Australia

Through the acquisition of the Victorian projects, the Company acquired a JV interest in a mining and joint venture agreement with two other parties. Glenfine is an advanced 96 km[2] exploration project with documented Ballarat-style reef-hosted gold mineralization and Stawell-style basalt contact gold mineralization. The British Banner and Glenfine Reef 2 targets have been tested by drilling prior to the acquisition.

The Glenfine project is centered on a 30 km section of the north-trending, crustal-scale Avoca fault which juxtaposes Cambrian rocks of the Stawell zone to the west with Ordovician rocks of the Bendigo zone to the east. On the west side of the fault the property is underlain by a 20 km long by ~1 km wide, north-trending, Cambrian aged basalt dome termed the Glenfine Dome where widely spaced historic drilling along its eastern and western margins have outlined numerous occurrences of gold mineralization hosted near the basalt and meta-sediment contact. Previous exploration drilling intersected numerous intervals of significant gold mineralization at both target areas, such as 3.8 metres of 9.0 grams per tonne (g/t) Au with 1.3 metres of 23.4 g/t Au in hole CCD01 at British Banner and 3.8 metres of 5.7 g/t Au with 0.8 metres of 21.0 g/t Au in hole PFD031 at Glenfine.

The Company has spent the required $1 million on exploration activities to earn a 51% ownership interest in the JV and have begun the administrative process to register the Company’s ownership interest. The Company has the option to further increase its ownership to 80% over the next 2.5 years by spending an additional $2 million. Once 80% ownership is acquired, the Company can enter into an 80/20 JV or negotiate for the Company to own 100%.

Silver Spoon – Victoria, Australia

The Silver Spoon project is approximately 20 kilometers east of Agnico Eagle’s Fosterville Mine. Silver Spoon has been the focus of limited past exploration due to the shallow cover over most of the tenement, however, previous soil

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis

For the year ended June 30, 2022 and 2021

geochemical surveys have outlined a 900 meter by 300 meter multi-element soil anomaly. The project is in the Exploration License Application stage awaiting granting of an Exploration License.

EXPLORATION EXPENDITURES

Total capitalized exploration costs and property carrying values for the year ended June 30, 2022 are as follows:

	Yeungroon property Glenfine property Ballarat West property Silver Spoon property Gossan and SBS properties Total
Openingbalance as at July1,2020	- $ - $ - $ - $ 7,656 $ 7,656 $
Acquisition costs Exploration costs Chemical analysis GIS & data management Drilling and trenching Geological services Geophysical surveys Materials and supplies Project management Recording and filing Travel	8,575,808 $ 5,717,206 $ 3,062,789 $ 3,062,789 $ 20,418,592 $ 2,610 16,036 - - - 18,646 81,698 14,817 4,406 4,741 - 105,662 1,307,911 - 1,307,911 14,170 125,235 17,286 10,416 - 167,107 7,301 732 2,082 2,256 - 12,371 49,905 - 49,905 8,889 11,994 3,106 5,783 - 29,772 1,733 4,531 - - - 6,264 205 4,787 - 205 - 5,197
	116,606 1,535,948 26,880 23,401 - 1,702,835
Closingbalance as at June 30,2021	8,692,414 $ 7,253,154 $ 3,089,669 $ 3,086,190 $ 7,656 $ 22,129,083 $

	Yeungroon property Glenfine property Ballarat West property Silver Spoon property Gossan and SBS properties Total	Yeungroon property Glenfine property Ballarat West property Silver Spoon property Gossan and SBS properties Total	Yeungroon property Glenfine property Ballarat West property Silver Spoon property Gossan and SBS properties Total	Yeungroon property Glenfine property Ballarat West property Silver Spoon property Gossan and SBS properties Total
OpeningBalance as at July1,2021	8,692,414 $ 7,253,154 $ 3,089,669 $ 3,086,190 $ 7,656 $ 22,129,083 $
Exploration costs Chemical analysis GIS & data management Drilling and trenching Geological services Geophysical surveys	77,022 86,797 10,690 - - 174,509 9,786 20,563 6,383 4,547 - 41,279 781,776 20,590 8,585 - - 810,951 64,737 11,140 39,431 8,245 - 123,553 16,770 - - - 16,770
Materials and supplies	44,726	13,646	14,462	- 72,834
Project management Recording and filing Travel	387,197 78,955 37,619 7,798 - 511,569 13,594 5,573 2,930 284 - 22,381 17,032 1,330 1,488 - - 19,850
	1,412,640 238,594 121,588 20,874 - 1,793,696
Closingbalance as at June 30,2022	10,105,054 $ 7,491,748 $ 3,211,257 $ 3,107,064 $ 7,656 $ 23,922,779 $

OVERALL PERFORMANCE

As an exploration stage company, the Company does not have revenues and is expected to generate operating losses. As at June 30, 2022, the Company had cash of $3.1 million, an accumulated deficit of $6.3 million and working capital of $3.1 million. Management anticipates that expenses related to mineral exploration and administration of the Company will remain at similar levels in the future on an annual basis but has the option to scale back expenditures should the need arise.

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis For the year ended June 30, 2022 and 2021

Industry and Economic Factors that May Affect the Company’s Performance

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

• In particular, the Company does not generate revenue, and as a result, continues to be dependent on third party financing to continue exploration activities on the company’s properties. Accordingly, the Company’s future performance will be most affected by its access to financing, whether debt, equity or other means. Access to such financing, in turn, is affected by general economic conditions, exploration risks and the other factors described in the section entitled "risk factors" included below.

• The COVID-19 global pandemic has adversely affected the global economy. The Company’s business travel has been restricted and various business operations including permitting processes and exploration mobilization has seen delays. The pandemic may impact the ability to raise funds in the future due to unforeseen circumstances including market volatility and investor apprehension. As of June 30, 2022, the pandemic has not had a material impact on the Company however due to ongoing focus by management on the situation and taking measures to mitigate the effects.

SELECTED FINANCIAL INFORMATION

The following tables set out selected financial information for the Company. The selected financial information should only be read in conjunction with the Company’s financial statements, including the notes thereto, for the same periods as filed on SEDAR.

Statements of Operations, Comprehensive Loss and Deficit Data, and Cash Flows

			Year ended June 30, 2022 ($)	Year ended June 30, 2021 ($)
Total Revenue			-	-
Total Expenses			2,737,222	3,029,166
Net loss for theperiod			(2,739,174)	(2,990,716)
Loss per share - basic and diluted			(0.05)	(0.08)
Net cash used in operatingactivities			(1,948,565)	(1,978,317)
Change in cash			(3,745,435)	6,671,110

Balance Sheet Data

	As at June 30, 2022	As at June 30, 2021
	($)	($)
Current Assets	3,173,351	7,397,521
Mineral Properties	23,922,779	22,129,083

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis

For the year ended June 30, 2022 and 2021

	As at June 30, 2022	As at June 30, 2021
Total Assets	27,140,613	29,576,817
Current Liabilities	73,037	406,228
LongTerm Debt	-	-
Shareholders’ Equity	27,084,480	29,170,589
Total Liabilities and Equity	27,140,613	29,576,817

RESULTS OF OPERATIONS

The following discussion addresses the operating results and financial condition of the Company for the three month and year ended June 30, 2022 compared to the three months and year ended June 30, 2021. The MD&A should be read in conjunction with the Company’s audited financial statements and the accompanying notes for the years ended June 30, 2022 and 2021.

During the year ended June 30, 2022, the Company generated no revenues and incurred expenses of $2.7 million. The slight decrease in expenses in the year ended June 30, 2022 arose from a significantly decreased stock based compensation expense due to no new grants in the year, partly offset by the increased levels of business activity as a result of a full year of business operations as compared to only 6 months of activity following the projects’ acquisition in the quarter ended December 31, 2020, and the subsequent ramp up of exploration activity.

SUMMARY OF QUARTERLY RESULTS

The following information is derived from the Company’s condensed consolidated interim financial statements prepared in accordance with IFRS applicable to interim condensed consolidated financial reporting including IAS 34. The information below should be read in conjunction with the Company’s consolidated financial statements for the same periods. Consistent with the preparation and presentation of the Annual Financial Statements, the unaudited quarterly results are presented in Canadian dollars.

	June 30, 2022	March 31, 2022	Dec 31, 2021	Sep 30, 2021	June 30, 2021	March 31, 2021	Dec 31, 2020	Sep 30, 2020	Jun 30, 2020
	($)	($)	($)	($)	($)	($)	($)	($)	($)
Revenue	-	-	-	-	-	-	-	-	-
Net loss for the period	(594,633)	(508,640)	(759,771)	(876,130)	(1,038,286)	(847,999)	(1,049,177)	(55,254)	(20,823)
Loss per share (basic and diluted)	(0.01)	(0.01)	(0.01)	(0.02)	(0.01)	(0.01)	(0.05)	(0.01)	(0.00)

The Company does not derive any revenue from its operations. Its primary focus is the acquisition, exploration and evaluation of mineral properties. As a result, the loss per period has fluctuated depending on the Company’s activity level. Therefore, quarterly periods are not comparable.

LIQUIDITY

In the three months ended December 31, 2020, the Company completed a non-brokered private placement raising gross proceeds of $11,406,000. This financing has put the Company with a working capital position total at June 30, 2022 of $3.1 million including cash of $3.1 million, to fund at least the next 12 months of exploration and general and administrative expenditures.

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis For the year ended June 30, 2022 and 2021

SHARE CAPITAL

There were no material movements in the Company’s share capital in the year ended June 30, 2022. Prior material movements are as follows:

On November 17, 2020, the Company issued 57,030,000 pre-consolidation shares in connection with the private placement at a value of $0.20 including one half warrant with each share, collectively called units.

On December 11, 2020, all shares outstanding were consolidated at a 3:1 ratio shown in Condensed Consolidated Interim Statements of Changes in Equity.

On December 15, 2020, the Company issued 33,333,333 post-consolidated shares in relation to the acquisition of the Victorian Gold Projects.

CAPITAL RESOURCES

The Company continues to evaluate raising capital through the issuance of common shares and is dependent upon its ability to secure equity and/or debt financing, the availability of which cannot be assured. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets. Management currently believes that the Company has the cash required to fund operations for the next 12 months but additional capital raises may be required or warranted.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

TRANSACTIONS WITH RELATED PARTIES

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole, and are considered related parties. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers. Payments to key management personnel in the year ended June 30, 2022 were made pursuant to their contracts and agreements in place and consist of cash-based payments as well stock-based compensation arising from options granted.

		30-Jun		30-Jun
		2022		2021
Director remuneration	$	178,000	$	128,707
Officer & key management remuneration		498,132		353,584
Advisory and other service fees		144,000		324,000
Share-based compensation		541,373		1,023,561
Total	$	1,361,505	$	1,829,852

During the three months and year ended June 30, 2022, no common shares were issued to related parties of the Company.

The Company sub-leases its office space from an entity controlled by its Chairman. Sub-lease costs, office expenses and fees came into effect December 1, 2020 and are being incurred and paid monthly. All dealings with this entity are at fair market value for services received by the Company.

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis

For the year ended June 30, 2022 and 2021

CRITICAL ACCOUNTING JUDGMENTS AND ESTIMATES

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable in the circumstances. Uncertainty about these judgments, estimates and assumptions could result in a material adjustment to the carrying amount of the asset or liability affected in future periods.

A detailed summary of all of the Company’s accounting estimates and assumptions is included in the audited annual financial statements ended June 30, 2022 filed on SEDAR.

Information about significant areas of estimation uncertainty considered by management in preparing the financial statements include the following:

Impairment of exploration and evaluation assets

Management applies judgement in assessing, each reporting period, whether there are any indicators of impairment related to exploration and evaluation assets. If an indicator exists, the recoverability of the exploration and evaluation asset is assessed using estimates, judgements and assumptions. To estimate recoverability, management considers current and forecasted commodity prices as well as the economic viability of the project. For the year ended June 30, 2021 there were no impairment indicators related to exploration and evaluation assets.

Share-based payments

The Company measures the fair value of its share-based payments using a valuation model which requires management to use judgements and estimates in determining the inputs of such model. These inputs include volatility, spot price of the underlying shares, and expected life of the share option.

Valuation and allocation of consideration paid to acquired mineral properties

Management applies judgement in determining the valuation of consideration paid for properties when acquired. Relevant factors and indicators are evaluated including current share price at time of acquisition, volume of shares traded at time of acquisition, and recent material financings. Furthermore, management applies judgement in

determining the allocation of consideration paid amongst properties when acquired. Relevant factors and indicators are evaluated including status of the ability to explore, the geological prospectivity of the property, and land area open to exploration.

Tax loss utilization

Management applies judgement in assessing, each reporting period, whether incurred losses have the potential to be utilized against future profits.

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

Standards, Amendments, and Interpretations Not Yet in Effect

The International Accounting Standards Board continually issues new and amended standards and interpretations which may need to be adopted by the Company. The Company continually assesses the impact that the new and amended standards and interpretations may have on its financial statements or whether to early adopt any of the new requirements. No new or amended standards and interpretations affected the financial statements for the year ending June 30, 2022.

FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash, GST receivable, accounts payable and accrued liabilities and notes payable.

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis For the year ended June 30, 2022 and 2021

The fair values of the Company’s financial instruments approximate their carrying value, due to their short-term maturities or liquidity. The Company’s cash and amounts receivable are initially recorded at fair value and subsequently at amortized cost with accrued interest recorded in accounts receivable.

Financial instrument risk exposure

As at June 30, 2022, the Company’s financial instrument risk exposure and impact thereof on the Company’s financial instruments is summarized below:

Credit Risk, Liquidity Risk, Market Risk, Currency Risk, and Interest Rate Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. As at June 30, 2022, the Company has the majority of its cash on deposit with one of the largest Canadian banks. Management believes the risk of loss to be remote.

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet its obligations under financial instruments. The Company manages liquidity risk by maintaining sufficient cash balances. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital to meet short-term obligations.

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices. The Company does not expect exchange rates, and commodity and equity prices to have a material impact to the Company.

The Company’s operating costs are primarily in Canadian dollars and Australian dollars, therefore any fluctuations of the Canadian dollar in relation to the Australian dollar may affect the net losses and value of some assets and liabilities of the Company. Management believes that any currency risk from foreign exchange conversion or changes in cost structure is not significant.

Interest rate risk is the risk that the future cash flows from a financial instrument will fluctuate due to changes in market interest rates. The Company holds its cash in bank accounts that earn variable interest rates but the expected risk is deemed insignificant due to the continued expected low interest rate risk environment.

Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on the estimated fair value of the Company’s cash and cash equivalent balances as of June 30, 2022.

DISCLOSURE OF OUTSTANDING SECURITY DATA

Common Shares, Share Options, and Warrants

As at June 30, 2022 and the date of this MD&A, the Company had: 58,370,500 Common Shares issued and outstanding; 5,695,000 Options outstanding; and 10,351,350 Warrants outstanding.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

The Company anticipates that its working capital of $3.1 million at June 30, 2022, will fund all exploration programs, operations and payments for the next 12-month period. The funds necessary for the Company to achieve its stated business objectives to carry out its exploration programs and to cover anticipated administrative costs for the next 12month period are in place.

-10-

SCHEDULE “C” – COMPANY INTERIM FINANCIAL STATEMENTS

(Attached)

111

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OUTBACK GOLDFIELDS CORP. UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE-MONTHS ENDED March 31, 2024 and 2023

(Expressed in Canadian Dollars)

OUTBACK GOLDFIELDS CORP.

Condensed Consolidated Interim Statements of Financial Position As at March 31, 2024 and 2023

(Expressed in Canadian Dollars)

LDFIELDS CORP. nsolidated Interim Statements of Financial Position , 2024 and 2023 nadian Dollars)
March 31,	June 30,
Note 2024	2023
ASSETS $ 335,324$ 6 30,464 7 99,295 Current Cash Amounts receivable Prepaids
	1,312,361 23,939 109,361
$ 465,083$ Equipment 16,195 9 13,877,655 Reclamation bond 20,430 Non-Current Exploration & evaluation assets	1,445,661 18,370 13,633,812 16,026
$ 14,379,363$ TOTAL ASSETS	15,113,869
8 $ 50,299 $ Accounts payable and accrued liabilities LIABILITIES Current	139,710
$ 50,299$ TOTAL LIABILITIES	139,710
10 $ 31,259,203 $ 10 2,270,167 (19,200,306) Accumulated deficit EQUITY Share capital Contributed surplus	31,259,203 2,266,317 (18,551,361)
TOTAL EQUITY $ 14,329,064 $	14,974,159
$ 14,379,363$ TOTAL LIABILITIES AND EQUITY	15,113,869

Nature of operations and going concern (Note 1).

These condensed consolidated interim financial statements were authorized for issue by the Board of Directors on May 27, 2024.

/s/ “ Craig Parry ” /s/ “Ota Hally”

CRAIG PARRY, Chairman

OTA HALLY, Director

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

2

OUTBACK GOLDFIELDS CORP. Condensed Consolidated Interim Statements of Cash Flows For the nine-months ended March 31, 2024 and 2023 (Expressed in Canadian Dollars)

Nine-months ended	Nine-months ende
March 31, Note 2024	March 31, 2023
Cash flows from (used in) operating activities Net loss for the period $ (648,945) $ Adjustments for items not representing changes in cash Share-based compensation 10 3,850 Amortization 2,187 Changes in non-cash working capital Amounts receivable 6 (6,525) Prepaids 7 10,066 Accounts payable and accrued liabilities 8 (89,411)	(998,905) 234,786 6,242 490 (18,068) (30,688)
Net cash generated (used) in operating activities $ (728,778) $	(806,143)
Cash flows from (used in) investing activities Expenditure on exploration and evaluation asset 9 $ (243,843) $ Reclamation bond (4,404) Acquisition of equipment (12)	(555,947) (345) (656)
Net cash (used) in investing activities $ (248,259) $	(556,948)
Cash flows from financing activities
Net cash provided by financing activities $ - $	-
Change in cash $ (977,037) $ Cash, beginning of period 1,312,361	(1,363,091) 3,056,655
Cash, end ofperiod $ 335,324 $	1,693,564

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

3

OUTBACK GOLDFIELDS CORP.

Condensed Consolidated Interim Statements of Changes in Equity As at March 31, 2024 and relevant prior periods (Expressed in Canadian Dollars)

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Contributed surplus
Common Share Option Warrant Accumulated
Note Total
Shares Capital Reserve Reserve Deficit
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Note Common Shares Share Capital Option Reserve Warrant Reserve Accumulated Deficit Contributed surplus	Total
Balance as at June 30, 2022 58,370,500 31,259,203 $ 1,951,575 $ 155,055 $ (6,298,257) $	27,067,576 $
Share-based compensation 10 - - 234,786 - - Net loss for theperiod - - - - (998,905)	234,786
	(998,905)
Balance as at March 31, 2023 58,370,500 31,259,203 2,186,361 155,055 (7,297,162) Share-based compensation 10 - - (75,099) - - Net loss for theperiod - - - (11,254,199)	26,303,457
	(75,099)
	(11,254,199)
Balance as at June 30, 2023 58,370,500 31,259,203 2,111,262 155,055 (18,551,361) Share-based compensation - - 3,850 - - Net loss for theperiod - - - - (648,945)	14,974,159
	3,850
	(648,945)
Balance as at March 31, 2024 58,370,500 31,259,203 $ 2,115,112 $ 155,055 $ (19,200,306) $	14,329,064 $

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

4

OUTBACK GOLDFIELDS CORP. Condensed Consolidated Interim Statements of Loss and Comprehensive Loss For the three and nine-months ended March 31, 2024 and 2023 (Expressed in Canadian Dollars)

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Three-months ended Three-months ended Nine-months ended Nine-months ended
March 31, March 31, March 31, March 31,
Note 2024 2023 2024 2023
Expenses
Accounting and legal $ 12,940 $ 9,445 $ 50,269 $ 42,954
Office and administrative 70,018 67,893 177,323 200,132
Management and professional fees 55,602 139,029 231,003 428,773
Marketing and investor services 4,642 27,454 29,783 93,748
Exploration Expenses 9 31,055 - 128,843 -
Share-based compensation 10 550 82,799 3,850 234,786
Transfer agent, listing and filing fees 18,321 3,754 34,789 28,562
Total Expenses $ 193,128 $ 330,374 $ 655,860 $ 1,028,955
Other Income (expenses)
Interest income 7,278 19,134 31,012 48,537
Foreign exchange gain (loss) (18,694) (12,340) (24,097) (18,487)
Total Other Income $ (11,416) $ 6,794 $ 6,915 $ 30,050
Loss and comprehensive loss $ (204,544) $ (323,580) $ (648,945) $ (998,905)
Loss per common share – basic and diluted $ (0.00) $ (0.01) $ (0.01) $ (0.02)
Weighted average number of common
58,370,500 58,370,500 58,370,500 58,370,500
shares outstanding, basic and diluted
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The accompanying notes are an integral part of the condensed consolidated interim financial statements.

5

OUTBACK GOLDFIELDS CORP. Notes to the Condensed Consolidated Interim Financial Statements For the three and nine-months ended March 31, 2024 and 2023 (Expressed in Canadian Dollars)

1. NATURE OF OPERATIONS AND GOING CONCERN

Nature of Operations

Outback Goldfields Corp., (the “Company”) was incorporated pursuant to the provisions of the Business Corporations Act of Ontario on March 6, 2018 (under the name Skarb Exploration Corp.). In December 2020, the Company moved its jurisdiction of incorporation to British Columbia and completed the process in January 2021. The Company’s head office is located at 1723 – 595 Burrard Street, Vancouver, British Columbia. The Company’s principal business activities include the acquisition and exploration of mineral property assets.

On December 15, 2020, the Company acquired certain gold projects located in Victoria, Australia including an exploration license for the Yeungroon Gold Project, and a right, title and interest in a mining joint venture agreement for the Glenfine Gold Project. In addition, three exploration license applications were acquired for the Silver Spoon Orogenic Gold Project, an additional part of the Yeungroon Gold Project and the Ballarat West Gold Project as part of the acquisition. Prior to that, in November 2020, the Company closed a non-brokered private placement for gross proceeds of $11,406,000. In December 2020, along with changing its name to Outback Goldfields Corp., the Company’s trading symbol on the Canadian Securities Exchange was changed to “OZ” and the Company completed a 3 for 1 security consolidation.

The Company ’s common shares were first listed on the Canadian Securities Exchange under the symbol “ SKRB ” on February 13, 2019. The Company terminated its option agreement to acquire the RDR Project in Quebec, its original qualifying property, on March 24, 2020. In the year ended June 30, 2021 the Company began trading on the Frankfurt exchange under the symbol “ S600 ” and on the OTCQB under the symbol “ OZBKF ” . In January of 2022, the Company began trading on the TSX Venture Exchange, continuing with the symbol “OZ”.

The company structure is comprised of the parent company Outback Goldfields Corp. and its sole 100% owned subsidiary Outback Goldfields Australia Pty Ltd incorporated in Australia.

On March 1, 2024, the Company announced its intention to re-focus and enter into an acquisition of certain Finnish gold assets, further discussed in the Note 16 Subsequent Events.

Going Concern

As at March 31, 2024, the Company had working capital of $0.4 million and incurred accumulated losses of $19.2 million. The Company expects to incur further losses in the development of its business. To continue as a going concern, the Company will be dependent upon its ability to obtain additional financing, develop the business further, and/or generate future profitable operations, which carries significant risk in ability to execute. These consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to meet its obligations and continue its operations for at least the next twelve months. However, the above factors indicate the existence of a material uncertainty that raises significant do ubt about the Company’s ability to continue as a going concern. Adjustments arising from the non-continuation as a going concern would be material.

2. BASIS OF PREPARATION

a) Statement of Compliance

These consolidated financial statements, including comparative financial information have been prepared using accounting policies consistent with IFRS Accounting Standards and in accordance with International Accounting Standards (“IAS”) 34, Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) .

b) Basis of Measurement

The Company’s condensed consolidated interim financial statements have been prepared on the historical cost basis except for the revaluation of certain financial assets and financial liabilities to fair value. The consolidated financial statements are presented in Canadian dollars (CAD) unless otherwise stated.

6

OUTBACK GOLDFIELDS CORP. Notes to the Condensed Consolidated Interim Financial Statements For the three and nine-months ended March 31, 2024 and 2023 (Expressed in Canadian Dollars)

c) Consolidation of Group Accounts

The financial statements include the accounts of the Company and its wholly owned subsidiary Outback Goldfields Australia Pty Ltd (“Outback Australia”), incorporated in Australia in November 2020, just prior to acquiring the Victorian Gold Projects. Outback Australia has a functional currency of Canadian Dollars. Intercompany balances, transactions and unrealized intercompany gains and losses are eliminated upon consolidation.

3. MATERIAL ACCOUNTING POLICIES

The Company’s accounting policies followed in these condensed consolidated interim financial statements are consistent with those applied in the Company’s most recent audited financial statements for the year ended June 30, 2023. The condensed consolidated interim financial statements should be read in conjunction with these most recent annual financial statements. The International Accounting Standards Board continually issues new and amended standards and interpretations which may need to be adopted by the Company. The Company continually assesses the impact that the new and amended standards and interpretations may have on its financial statements or whether to early adopt any of the new requirements. No new or amended standards and interpretations affected the financial statements for the nine-months ending March 31, 2024.

4. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the consolidated financial statements require management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, and contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates which, by their nature, are uncertain.

The impacts of such estimates are pervasive throughout the financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the financial position reporting date, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

Impairment of exploration and evaluation assets

Management applies judgement in assessing, each reporting period, whether there are any indicators of impairment related to exploration and evaluation assets. If an indicator exists, the recoverability of the exploration and evaluation asset is assessed using estimates, judgements and assumptions. To estimate recoverability, management considers current and forecasted commodity prices as well as the economic viability of the project.

Share-based payments

The Company measures the fair value of its share-based payments using a valuation model which requires management to use judgements and estimates in determining the inputs of such model. These inputs include volatility, spot price of the underlying shares, and expected life of the share option.

Valuation and allocation of consideration paid to acquired mineral properties

Management applies judgement in determining the valuation of consideration paid for properties when acquired. Relevant factors and indicators are evaluated including current share price at time of acquisition, volume of shares traded at time of acquisition, and recent material financings. Furthermore, management applies judgement in determining the allocation of consideration paid amongst properties when acquired. Relevant factors and indicators are evaluated including status of the ability to explore, the geological prospectivity of the property, and land area open to exploration.

7

OUTBACK GOLDFIELDS CORP. Notes to the Condensed Consolidated Interim Financial Statements For the three and nine-months ended March 31, 2024 and 2023

(Expressed in Canadian Dollars)

Tax loss utilization

Management applies judgement in assessing, each reporting period, whether incurred losses have the potential to be utilized against future profits.

5. ACQUISITION OF VICTORIAN GOLD PROJECTS

On December 15, 2020, the Company closed the acquisition of the Victorian Gold Projects (the “transaction”) pursuant to the terms of an asset purchase agreement. The Company acquired, from Petratherm Ltd. (“Petratherm” – ASX listed symbol “ PTR ” ), one exploration license, three exploration license applications and the right, title and interest in a mining and joint venture agreement by issuing 33,333, 333 common shares (“Payment Shares”) of the Company.

Petratherm distributed the Payment Shares to its shareholders on a pro rata, in-specie basis on April 19, 2021 pursuant to the asset purchase agreement following a 125 day hold period, during which the shares were held in trust for Petratherm’s shareholders . As such, there was no change of control of, or significance influence over the Company as the distributed shares of Outback Goldfields are widely held. Following the disposition of disposed shares, Petratherm held nil shares of Outback Goldfields. The fair value of the consideration was valued at $20,000,000 or $0.60 per share, which was consistent with the value received for the private placement shares issued which closed on November 17, 2020.

6. AMOUNTS RECEIVABLE

The Company’s amounts receivable consists entirely of GST receivables in Canada and Australia.

7. PREPAIDS

The Company’s prepaids consists of insurance prepaids and various prepaid service contracts expensed over their terms.

8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

The Company’s accounts payable consists of normal course operating payables settled in due course as per their terms.

9. EXPLORATION AND EVALUATION ASSETS

During the year ended June 30, 2021, the Company acquired four mineral exploration projects (Victorian Gold Projects) in the Fosterville Gold District in the state of Victoria, Australia, as described in Note 5. Management allocated the consideration paid to each of the mineral properties acquired based on judgement and stage of granting of the licences as well as readiness to be explored.

8

OUTBACK GOLDFIELDS CORP.

Notes to the Condensed Consolidated Interim Financial Statements For the three and nine-months ended March 31, 2024 and 2023 (Expressed in Canadian Dollars)

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Ballarat Gossan and
Yeungroon Glenfine Silver Spoon
West SBS Total
property property property
property properties
Opening Balance as at July 1, 2022 $ 10,105,054 $ 7,491,748 $ 3,211,257 $ 3,107,064 $ 7,656 $ 23,922,779
Exploration costs
- -
Chemical analysis 52,760 7,193 35,489 95,442
GIS & data management 1,172 - 270 - - 1,442
- - -
Drilling and trenching 76,775 5,941 82,716
-
Geological services 169,163 19,876 185,261 12,906 387,206
- -
Geophysical surveys 22,685 71,190 17,045 110,920
Materials and supplies 13,753 453 2,659 1,354 - 18,219
-
Project management 58,754 14,477 51,885 3,082 128,198
Recording and filing 4,026 1,129 6,789 646 - 12,591
Travel 4,617 1,777 2,790 - - 9,184
Additions in current period 403,705 116,095 308,130 17,988 - 845,918
Closing balance as at June 30, 2023 10,508,759 7,607,842 3,519,387 3,125,053 7,656 24,768,697
Impairment of E & E assets - 7,607,842 3,519,387 - 7,656 11,134,885
Closing balance as at June 30, 2023 $ 10,508,759 $ - $ - $ 3,125,053 $ - $ 13,633,812
Ballarat Gossan and
Yeungroon Glenfine Silver Spoon
West SBS Total
property property property
property properties
Opening Balance as at July 1, 2023 $ 10,508,759 $ - $ - $ 3,125,053 $ - $ 13,633,812
Exploration costs
- - - -
Chemical analysis 17,813 17,813
- - - - - -
GIS & data management
- - - - - -
Drilling and trenching
-
Geological services 58,347 93,077 19,126 28,748 199,298
- - - -
Geophysical surveys 11,310 11,310
- - -
Materials and supplies 7,016 7,016
-
Project management 69,320 4,217 1,789 35,592 110,917
- -
Recording and filing 8,039 4,116 3,294 15,449
Travel 3,955 6,394 126 410 - 10,885
Additions in current period 175,800 103,688 25,156 68,044 - 372,688
Charged to exploration expense - (103,688) (25,156) - - (128,844)
Closing balance as at March 31, 2024 $ 10,684,559 $ - $ - $ 3,193,096 $ - $ 13,877,655
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Following a strategic evaluation of the Company’s four projects, it was determined that given existing plans and finances available for exploration, the priorities of the Company are the Yeungroon and Silver Spoon properties. As such, the Glenfine and Ballarat West properties continue to have all expenditures expensed.

Minimum exploration spend commitments associated with granted exploration licences at the Victorian Gold Projects are as follows: $519,800 for year ended June 30, 2024; $419,800 for year ended June 30, 2025; $317,300 for year ended June 30, 2026; $25,000 for year ended June 30, 2027; and $25,000 for the year ended June 30, 2028. The Company has flexibility to defer some expenditures from one year to the next, and it is expected renewals of certain licences will result in additional minimum expenditures. Excluding Glenfine and Ballarat West, the total commitments for the years 2024 to 2028 are reduced to $217,000, $70,400, $66,900, $51,100 and $25,000, respectively.

9

OUTBACK GOLDFIELDS CORP. Notes to the Condensed Consolidated Interim Financial Statements For the three and nine-months ended March 31, 2024 and 2023 (Expressed in Canadian Dollars)

10. SHARE CAPITAL

a) Authorized Capital:

Unlimited number of common shares with no par value.

b) Shares

No shares were issued during the nine-months ended March 31, 2024 and year ended June 30, 2023.

c) Stock Options

At its AGM on November 19, 2020, the Company adopted a new revised stock option plan that allows issuance for up to 10% of its outstanding shares on a rolling basis amongst other terms of the plan. The purposes of the plan continue to be (a) support the achievement of the Company ’s performance objectives and (b) ensure that interests of key persons are aligned with the success of the Company. The Company implemented its original share option plan in July 2018. The fair value of each option grant is estimated at the date of grant using the Black-Scholes option pricing model and are amortized over their vesting period.

On October 21, 2019, the Company granted 523,333 stock options with an exercise price of $0.30 and expire 5 years from the grant date and were all vested and expensed immediately. Assumptions used to determine the fair value of the options: Average expected life, 5 years; Forfeiture rate, NIL; Volatility, 131%; and riskfree rate, 2.13%.

The December 15, 2020 option grant expired on December 15, 2023.

On February 23, 2023, the Company issued 140,000 stock options to a consultant of the Company at an exercise price of $0.11. Expiry is 5 years from the grant date and vest in 3 tranches over 2 years with the first 1/3 vesting immediately and the subsequent two tranches one year apart. Assumptions used to determine the fair value is $0.09 per option: Average expected life, 5 years; Forfeiture rate, NIL; Volatility, 100%; and risk-free rate, 5%. The grant value will be expensed over the vesting period.

For the nine-months ended March 31, 2024, $3,850 was expensed as stock compensation expense ($234,786 for the nine-months ended March 31, 2023). A summary of the Company’s share options is as follows:

	Number of options	Weighted average
	outstanding	exerciseprice
As at June 30, 2022	5,695,000	0.58
Granted	140,000	0.11
As at June 30, 2023	5,835,000	$0.57
Expired	(5,250,000)	$0.60
As at March 31, 2024	585,000	$0.25

10

OUTBACK GOLDFIELDS CORP. Notes to the Condensed Consolidated Interim Financial Statements For the three and nine-months ended March 31, 2024 and 2023 (Expressed in Canadian Dollars)

Expiry date	Number exercisable Number outstanding Exercise price
October 21, 2024 July 9, 2028 February 23, 2028 Balance	386,667 386,667 $0.30 58,333 58,333 0.30 140,000 140,000 0.11
	585,000 585,000 $0.25

d) Warrants

No warrants are outstanding at March 31, 2024.

11. RELATED PARTY DISCLOSURES

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole, and are considered related parties. The Company has determined that key management personnel consist of executive and non- executive members of the Company’s Board of Directors and corporate officers. Payments to key management personnel in the three-months ended March 31, 2024 were made pursuant to their contracts and agreements in place and consist of cash-based payments totalling $52,267.

During the three-months ended March 31, 2024, no common shares were issued to related parties of the Company. The Company sub-leases its office space and receives shared services from an entity controlled by its Chairman. Sub-lease costs, office expenses, human resource support, and related fees of $7,500 per month came into effect December 1, 2023 and are being incurred and paid monthly. All dealings with this entity are at fair market value for services received by the Company.

12. COMMITMENTS

The Company ’s Vancouver office shared space sub-lease entered into as of December 1, 2023 has an annual cost of $90,000. The contract has an option to be terminated upon 6 months notice and the Company has determined IFRS 16 does not apply.

13. CAPITAL MANAGEMENT

The Company’s capital consists of share capital and contributed surplus. The Company manages its capital structure based on the funds available to the Company, in order to support exploration. The Board of Directors does not impose quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustai n the future development of the business.

In the management of capital, the Company considers all types of equity and is dependent on third party financing, whether through debt, equity, or other means. Although the Company has been successful in raising funds to date, there is no assurance that the Company will be successful in obtaining required financing in the future or that such financing will be available on terms acceptable to the Company.

Management reviews its capital management approach on an on-going basis and believes that this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital requirements.

14. FINANCIAL INSTRUMENTS

a) Fair Value

11

OUTBACK GOLDFIELDS CORP. Notes to the Condensed Consolidated Interim Financial Statements For the three and nine-months ended March 31, 2024 and 2023

(Expressed in Canadian Dollars)

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

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2: Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

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

Additionally, they are classified in one of the following categories: fa ir value through profit or loss (“FVTPOL”) ; amortized cost; or fair value through other comprehensive income (“FVTOCI”).

b) Financial Risk Management Objectives and Policies

The Company’s financial instruments consist of cash , amounts receivable, accounts payable and accrued liabilities. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

i) Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. As at March 31, 2024, the Company has its cash on deposit with a large Canadian bank. Management believes the risk of loss to be remote.

ii) Liquidity Risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet its obligations. The Company manages liquidity risk by maintaining sufficient cash balances. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital to meet shortterm obligations. As of March 31, 2024, the Company had working capital of $0.4 million including cash of $0.3 million. Contractual maturity analysis of the Company’s financial instruments (cash, accounts receivable, prepaids and accounts payable) indicates all have maturity less than 3 months as at March 31, 2024 and March 31, 2023.

iii) Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices. The Company does not expect exchange rates or interest rates to have a material impact to the Company in the foreseeable future. Commodity and equity prices however can affect the ability to raise capital in the future should that be needed.

iv) Currency Risk

The Company’s operating costs are primarily in Canadian dollars and Australian dollars, therefore any fluctuations of the Canadian dollar in relation to the Australian dollar may affect the profitability and value of some assets and liabilities of the Company. Management believes that at March 31, 2024, any currency risk from foreign exchange conversion is not significant.

v) Interest Rate Risk

Interest rate risk is the risk that the future cash flows from a financial instrument will fluctuate due to changes in market interest rates. The Company holds its cash in bank accounts that earn variable

12

OUTBACK GOLDFIELDS CORP. Notes to the Condensed Consolidated Interim Financial Statements For the three and nine-months ended March 31, 2024 and 2023 (Expressed in Canadian Dollars)

interest rates.

Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on the estimated fair value of the Company’s cash and cash equivalent balances as of the balance sheet date.

15. SEGMENTED INFORMATION

The Company is in the exploration stage and has no segment revenues or operating results. The following table discloses the Company’s assets by geographic segment as at March 31, 2024 and June 30, 2023.

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Canada Australia Total
March 31, 2024
Current assets $ 431,296 $ 33,787 $ 465,083
Non-current assets - 13,914,280 13,914,280
Total $ 431,296 $ 13,948,067 $ 14,379,363
June 30, 2023
Current assets $ 1,373,246 $ 72,415 $ 1,445,661
Non-current assets - 13,668,208 13,668,208
Total $ 1,373,246 $ 13,740,623 $ 15,113,869
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16. SUBSEQUENT EVENTS

On March 1, 2024, the Company announced in a news release that it has entered into a letter of intent dated February 16, 2024 with S2 Resources Ltd. ("S2") to acquire all of S2's highly prospective portfolio of gold projects in Finland (the "S2 Finnish Projects"), by way of an acquisition of S2's wholly-owned Finnish subsidiary, Sakumpu Exploration Oy. On March 1, 2024, Outback notified S2 that it was satisfied with the results of its due diligence investigation, and the parties are committed to proceeding with the transaction subject to the terms and conditions set out in the letter of intent.

In connection with the Transaction, Outback intends to complete a non-brokered private placement for minimum gross proceeds of C$5 million (the "Offering"). Details of the Offering were announced in a news release on April 25, 2024, and the Offering has not closed as of the date of these financial statements. Finder's fees may be paid in connection with the Offering within the limits permitted by the policies of the TSXV.

On May 9, 2024, the Company announced it had entered the Definitive Agreement indicated in the letter of intent, in line with the terms contemplated. The consideration to be paid to S2 will consist of a $1,500,000 cash payment and the issuance of $5,500,000 in common shares of Outback (“Consideration Shares”) . The Transaction remains subject to, among other things, Outback completing the previously-announced $5,000,000 non-brokered private placement. The Consideration Shares will be issued at deemed price equal to the price of the Offering.

Further, the completion of the transaction remains subject to a number of terms and conditions, among other standard conditions for a transaction of this nature.

The outstanding securities of the Company will be consolidated at 10:1 with the closing of the Transaction. All outstanding options, warrants and the amounts to be issued in the Transaction will be adjusted with a 10:1 consolidation ratio.

13

SCHEDULE “D” – COMPANY INTERIM MD&A

(Attached)

112

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OUTBACK GOLDFIELDS CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE THREE AND NINE-MONTHS ENDED

MARCH 31, 2024 and 2023

(Expressed in Canadian Dollars)

OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis For the three-months ended March 31, 2024 and 2023

INTRODUCTION

The following is management’s discussion and analysis (“ MD&A ”), prepared as of March 31, 2024. This MD&A should be read in conjunction with the Outback Goldfields Corp.’s (the “ Company ”) condensed consolidated unaudited interim financial statements and the accompanying notes for the three and nine-months ended March 31, 2024 and 2023. The Company’s financial statements have been prepared in accordance with International Financial Reporting Standards (“ IFRS ”) Accounting Standards. All amounts are stated in Canadian dollars unless otherwise indicated.

This report includes certain statements that may be deemed “forward-looking statements” within the meaning of applicable securities legislation. All statements, other than statements of historical facts that address such matters as future events or developments that the Company expects, are forward looking statements and, as such, are subject to risks, uncertainties, assumptions and other factors of which are beyond the reasonable control of the Company. You can identify these statements by forward-looking words such as “expects”, “does not expect”, “plans”, “anticipates”, “does not anticipate”, “believes”, “intends”, “estimated”, “projects”, “potential”, “scheduled”, forecast”, “budget”, and similar expressions, or that events or conditions “will”, “would”, “may”, “could”, “should” or “might” occur and similar words. Such statements give the Company’s current expectations or forecasts of future events and are not guarantees of future performance and actual results or developments may differ materially from those expressed in, or implied by, this forward-looking information. With respect to forward-looking statements and information contained herein, we have made numerous assumptions including among other things anticipated costs and expenditures and the Company’s ability to achieve its goals. Although management believes that the assumptions made, and the expectations represented by such statements or information are reasonable, there can be no assurance that a forward-looking statement or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Factors that could cause actual results to differ materially from those in forward-looking statements include, for example, such matters as continued availability of capital and financing and general economic, market or business conditions. Although we have attempted to identify factors that would cause actual actions, events or results to differ materially from those disclosed in the forward-looking statements or information, there may be other factors that cause actual results, performances, achievements or events not to be anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. Any forwardlooking statements are expressly qualified in their entirety by this cautionary statement. The information contained herein is stated as of the current date and subject to change after that date and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

Additional information related to the Company is available for view on SEDAR+ at www.sedarplus.ca.

DESCRIPTION OF BUSINESS

Outback Goldfields Corp. was incorporated pursuant to the provisions of the Business Corporations Act of Ontario on March 6, 2018. In December 2020 the Company moved its jurisdiction of incorporation to British Columbia. The Company’s head office is located at 1723-595 Burrard Street, Vancouver, British Columbia. The Company’s principal business activities include the acquisition and exploration of mineral property assets and the Company has been active in Victoria, Australia since the acquisition of four gold projects in the Victorian Goldfields in late 2020.

The Company trades on the TSXV under the symbol “OZ”, on the Frankfurt exchange under the symbol “S600”, and the OTCQB under the symbol “OZBKF”. The Company’s common shares were first listed on the Canadian Securities Exchange under the symbol “SKRB” on February 13, 2019.

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis For the three-months ended March 31, 2024 and 2023

OVERVIEW AND HIGHLIGHTS OF THE CURRENT PERIOD AND OUTLOOK

On March 1, 2024, the Company announced in a news release that it has entered into a letter of intent dated February 16, 2024 with S2 Resources Ltd. ("S2") to acquire all of S2's highly prospective portfolio of gold projects in Finland (the "S2 Finnish Projects"), by way of an acquisition of S2's wholly-owned Finnish subsidiary, Sakumpu Exploration Oy. On March 1, 2024, Outback notified S2 that it was satisfied with the results of its due diligence investigation, and the parties are now committed to proceeding with the transaction subject to the terms and conditions set out in the letter of intent. Depending on the price and size of the associated minimum $5 million offering, the transaction may constitute a "Reverse Takeover" of Outback in accordance with Policy 5.2 – Changes of Business and Reverse Takeovers of the TSX Venture Exchange (the "TSXV”).

In addition, Outback will grant S2 an option to earn an interest in Outback's Glenfine, Silver Spoon, Ballarat West and Yeungroon gold projects, located in the Victorian Goldfields, Australia. These Australian projects are expected to have exploration synergies with S2's gold projects also located in the Victorian Goldfields, near the Fosterville gold mine.

The letter of intent contemplates that Outback and S2 will negotiate and enter into a definitive agreement in respect of the transaction pursuant to which Outback will acquire S2's Finnish portfolio for total consideration of C$7,000,000, comprised of a C$1,500,000 cash payment and the issuance of C$5,500,000 in common shares of Outback. In connection with the Transaction, Outback intends to complete a non-brokered private placement for minimum gross proceeds of C$5 million (the "Offering"). Details of the Offering were announced in a news release on April 25, 2024. Finder's fees may be paid in connection with the Offering within the limits permitted by the policies of the TSXV.

The completion of the transaction remains subject to a number of terms and conditions, among other standard conditions for a transaction of this nature.

The Company will be conducting limited work to maintain its Victorian projects in good standing while it works towards the strategic opportunity on these projects in its pending partnership with S2 Resources.

OVERALL PERFORMANCE AND GOING CONCERN

As at March 31, 2024, the Company had working capital of $0.4 million and incurred accumulated losses of $19.2 million. The Company expects to incur further losses in the development of its business. To continue as a going concern, the Company will be dependent upon its ability to obtain additional financing, develop the business further, and/or generate future profitable operations, which carries significant risk in ability to execute. These interim consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to meet its obligations and continue its operations for at least the next twelve months. However, the above factors indicate the existence of a material uncertainty that raises significant doubt about the Company’s ability to continue as a going concern. Adjustments arising from the non-continuation as a going concern would be material.

EXPLORATION PROJECTS’ BACKGROUND

Yeungroon – Victoria, Australia

The 698 km[2] Yeungroon property is transected by the north-trending, crustal-scale Avoca fault, which separates the western Stawell zone from the Eastern Bendigo zone. The western side of the Yeungroon property contains the historic Golden Jacket hard-rock reef mine associated with the regional-scale, northwest-trending Golden Jacket fault. Historical mining records indicate the Golden Jacket mine produced quartz-rich ore with grades of up to 250 grams per tonne gold (Bibby and More, 1998), however, the vertical and lateral extent of mineralization remains unknown.

Silver Spoon – Victoria, Australia

The Silver Spoon project is approximately 20 kilometers east of Agnico Eagle’s Fosterville Mine. Silver Spoon has been the focus of limited past exploration due to the shallow cover over most of the tenement, however, previous soil geochemical surveys have outlined a 900 meter by 300 meter multi-element soil anomaly.

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis For the three-months ended March 31, 2024 and 2023

Ballarat West – Victoria, Australia

The 448 km[2] Ballarat West property is adjacent to the historic Ballarat, Clunes and Creswick goldfields and is is underlain by prospective rocks of the Stawell and Bendigo zones, separated by the north-trending Avoca Fault. The post-mineralization cover rocks extend to the southern boundary of the tenement where they thin and Bendigo Zone rocks dominate. Here, numerous quartz reef-centered historic workings are documented, associated with prominent regional-scale north-trending faults (e.g., Linton and Haddon goldfields).

Glenfine – Victoria, Australia

Glenfine is an advanced 96 km[2] exploration project with documented Ballarat-style reef-hosted gold mineralization and Stawell-style basalt contact gold mineralization. The British Banner and Glenfine Reef 2 targets have been tested by drilling prior to the acquisition. The Glenfine project is centered on a 30 km section of the north-trending, crustalscale Avoca fault which juxtaposes Cambrian rocks of the Stawell zone to the west with Ordovician rocks of the Bendigo zone to the east. On the west side of the fault the property is underlain by a 20 km long by ~1 km wide, northtrending, Cambrian aged basalt dome termed the Glenfine Dome where widely spaced historic drilling along its eastern and western margins have outlined numerous occurrences of gold mineralization hosted near the basalt and metasediment contact.

Preliminary assessments and information regarding the proposed acquisition of Finnish assets can be found on the Company’s website and will be updated and kept current as the transaction progresses.

EXPLORATION EXPENDITURES

Total capitalized exploration costs and property carrying values for the periods under review are as follows:

	Yeungroon property Glenfine property Ballarat West property Silver Spoon property Gossan and SBS properties Total
OpeningBalance as at July1,2022	10,105,054 $ 7,491,748 $ 3,211,257 $ 3,107,064 $ 7,656 $ 23,922,779 $
Exploration costs Chemical analysis GIS & data management Drilling and trenching Geological services Geophysical surveys Materials and supplies Project management Recording and filing Travel Additions in currentperiod	52,760 7,193 35,489 - - 95,442 1,172 - 270 - - 1,442 76,775 - 5,941 - - 82,716 169,163 19,876 185,261 12,906 - 387,206 22,685 71,190 17,045 - - 110,920 13,753 453 2,659 1,354 - 18,219 58,754 14,477 51,885 3,082 - 128,198 4,026 1,129 6,789 646 - 12,591 4,617 1,777 2,790 - - 9,184
	403,705 116,095 308,130 17,988 - 845,918
Closingbalance as at June 30,2023	10,508,759 7,607,842 3,519,387 3,125,053 7,656 24,768,697
Impairment of E & E assets	- 7,607,842 3,519,387 - 7,656 11,134,885
Closing balance as at June 30, 2023	10,508,759 $ - $ - $ 3,125,053 $ - $ 13,633,812 $

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis

For the three-months ended March 31, 2024 and 2023

	Yeungroon property Glenfine property Ballarat West property Silver Spoon property Gossan and SBS properties Total
OpeningBalance as at July1,2023	10,508,759 $ - $ - $ 3,125,053 $ - $ 13,633,812 $
Exploration costs Chemical analysis GIS & data management Drilling and trenching Geological services Geophysical surveys Materials and supplies Project management Recording and filing Travel Additions in currentperiod	17,813 - - - - 17,813 - - - - - - - - - - - - 58,347 93,077 19,126 28,748 - 199,298 11,310 - - - - 11,310 7,016 - - - 7,016 69,320 4,217 1,789 35,592 - 110,917 8,039 - 4,116 3,294 - 15,449 3,955 6,394 126 410 - 10,885
	175,800 103,688 25,156 68,044 - 372,688
Charged to exploration expense	- (103,688) (25,156) - - (128,844)
Closing balance as at March 31, 2024	10,684,559 $ - $ - $ 3,193,096 $ - $ 13,877,655 $

Following a strategic evaluation of the Company’s four projects, it was determined that given existing plans and finances available for exploration, the Glenfine and Ballarat West properties’ expenditures are expensed as incurred. It is expected sufficient work has been completed or will be completed to keep the tenements in good standing for the duration of their grants.

Industry and Economic Factors that May Affect the Company’s Performance

The exploration for and development of minerals involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. Few properties which are explored are ultimately developed into producing mines. There can be no guarantee that the estimates of quantities and qualities of minerals disclosed will be economically recoverable. With all exploration and mining operations there is uncertainty and, therefore, risk associated with exploration and operating parameters and costs resulting from the scaling up of extraction methods tested in pilot conditions. Mineral exploration is speculative in nature and there can be no assurance that any minerals discovered will result in a resource base. Additionally, the Company’s mineral interests are in the form of exploration licenses which terminate as per schedules at the time of granting, unless they are renewed, extended or converted to certain exploitation rights. There is no assurance that the Company can renew, extend or convert their licenses in the future.

In particular, the Company does not generate revenue, and as a result, continues to be dependent on third party financing to continue exploration activities on the company’s properties. Accordingly, the Company’s future performance will be most affected by its access to financing, whether debt, equity or other means. Access to such financing, in turn, is affected by general economic conditions, exploration risks and the other risk factors leading to uncertainty.

SELECTED FINANCIAL INFORMATION

The following tables set out selected financial information for the Company. The selected financial information should only be read in conjunction with the Company’s financial statements, including the notes thereto, for the same periods as filed on SEDAR+.

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis

For the three-months ended March 31, 2024 and 2023

Statements of Operations, Comprehensive Loss and Deficit Data, and Cash Flows

	Three-months ended March 31, 2024 ($)	Three-months ended March 31, 2023 ($)	Nine-months ended March 31, 2024 ($)	Nine-months ended March 31, 2023 ($)
Total Revenue	-	-	-	-
Total Expenses	193,128	330,374	655,860	1,028,955
Net loss for theperiod	(204,544)	(323,580)	(648,945)	(998,905)
Loss per share - basic and diluted	(0.00)	(0.01)	(0.01)	(0.02)
Net cash used in operatingactivities	(230,452)	(282,646)	(728,778)	(806,143)
Expenditure on exploration and evaluation assets	(78,677)	(183,549)	(372,688)	(555,947)
Change in cash	(281,802)	(457,782)	(977,037)	(1,363,091)

Balance Sheet Data

	As at March 31, 2024	As at June 30, 2023
	($)	($)
Current Assets	465,083	1,445,661
Mineral Properties	13,877,655	13,633,812
Total Assets	14,379,363	15,113,869
Current Liabilities	50,299	139,710
LongTerm Debt	-	-
Shareholders’ Equity	14,329,064	14,974,159
Total Liabilities and Equity	14,379,363	15,113,869

RESULTS OF OPERATIONS

The following discussion addresses the operating results and financial condition of the Company for the three and nine months ended March 31, 2024 compared to the three and nine months March 31, 2023. The MD&A should be read in conjunction with the Company’s financial statements and the accompanying notes for the periods ended March 31, 2024 and 2023.

During the three months ended March 31, 2024, the Company generated no revenues and incurred expenses of $0.2 million. The decrease in expenses from the comparative period in the three-months ended March 31, 2023 arose primarily from a significantly decreased stock based compensation expense with the passage of prior grants’ vesting periods and reductions in executive and director remuneration. The Company continues to implement curtailment plans due to challenging market conditions dictating cash conservation.

During the nine months ended March 31, 2024, the Company generated no revenues and incurred expenses of $0.7 million. The decrease in expenses in the nine months ended March 31, 2023 arose primarily from a significantly decreased stock based compensation expense with the passage of prior grants’ vesting periods and the aforementioned

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis

For the three-months ended March 31, 2024 and 2023

remuneration reductions, offset by the charging of certain exploration expenses as discussed in the Notes to the financial statements.

SUMMARY OF QUARTERLY RESULTS

The following information is derived from the Company’s condensed consolidated interim financial statements prepared in accordance with IFRS applicable to interim condensed consolidated financial reporting including IAS 34. The information below should be read in conjunction with the Company’s consolidated financial statements for the same periods. Consistent with the preparation and presentation of the financial statements, the unaudited quarterly results are presented in Canadian dollars.

	Mar. 31, 2024	Dec. 31, 2023	Sept 30, 2023	June 30, 2023	March 31, 2023	Dec 31, 2022	Sep 30, 2022	June 30, 2022	March 31, 2022
	($)	($)	($)	($)	($)	($)	($)	($)	($)
Revenue	-	-	-	-	-	-	-	-	-
Net loss for the period	(204,544)	(222,497)	(243,904)	(11,254,199)	(323,580)	(372,734)	(302,591)	(594,633)	(508,640)
Loss per share (basic and diluted)	(0.00)	(0.00)	(0.00)	(0.18)	(0.01)	(0.01)	(0.01)	(0.01)	(0.01)

The Company does not derive any revenue from its operations. Its primary focus is the acquisition, exploration and evaluation of mineral properties. As a result, the loss per period has fluctuated depending on the Company’s activity level, cash availability, and impairments of exploration assets. Therefore, quarterly periods are not comparable.

LIQUIDITY

The Company has a working capital position at March 31, 2024 of $0.4 million including cash of $0.3 million. These factors indicate the existence of a material uncertainty that raises significant doubt about the Company’s ability to continue as a going concern. Furthermore, the Company has expenditure commitments related to its exploration licences which are greater than the available cash on hand, further indicating the need for new funding requirements in the future. The Company considers its liquidity risk as high.

SHARE CAPITAL

There were no material movements in the Company’s share capital in the nine months ended March 31, 2024 and nine months ended March 31, 2023.

CAPITAL RESOURCES

The Company continues to evaluate raising capital through the issuance of common shares and is dependent upon its ability to secure equity and/or debt financing, the availability of which cannot be assured. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets. Management currently believes that the Company has the cash required to fund very limited operations for the next 12 months but additional capital raises will be required or warranted, although the success of such capital raises carries inherent risk and uncertainty.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis For the three-months ended March 31, 2024 and 2023

TRANSACTIONS WITH RELATED PARTIES

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole, and are considered related parties. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers. Payments to key management personnel in the three-months ended March 31, 2024 were made pursuant to their contracts and agreements in place and consist of cash-based payments totalling $52,267.

During the nine months ended March 31, 2024, no common shares were issued to related parties of the Company. The Company sub-leases its office space and receives shared services from an entity controlled by its Chairman. Sublease costs, office expenses, human resource support, and related fees of $7,500 per month came into effect December 1, 2023 and are being incurred and paid monthly. All dealings with this entity are at fair market value for services received by the Company.

CRITICAL ACCOUNTING JUDGMENTS AND ESTIMATES

The preparation of the financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable in the circumstances. Uncertainty about these judgments, estimates and assumptions could result in a material adjustment to the carrying amount of the asset or liability affected in future periods.

A detailed summary of all of the Company’s accounting estimates and assumptions is included in the audited annual financial statements ended June 30, 2023 filed on SEDAR+.

Information about significant areas of estimation uncertainty considered by management in preparing the financial statements include the following:

Impairment of exploration and evaluation assets

Management applies judgement in assessing, each reporting period, whether there are any indicators of impairment related to exploration and evaluation assets. If an indicator exists, the recoverability of the exploration and evaluation asset is assessed using estimates, judgements and assumptions. To estimate recoverability, management considers current and forecasted commodity prices, the economic viability of the project, and its geological prospectivity, amongst other factors.

Share-based payments

The Company measures the fair value of its share-based payments using a valuation model which requires management to use judgements and estimates in determining the inputs of such model. These inputs include volatility, spot price of the underlying shares, and expected life of the share option.

Valuation and allocation of consideration paid to acquired mineral properties

Management applies judgement in determining the valuation of consideration paid for properties when acquired. Relevant factors and indicators are evaluated including current share price at time of acquisition, volume of shares traded at time of acquisition, and recent material financings. Furthermore, management applies judgement in determining the allocation of consideration paid amongst properties when acquired. Relevant factors and indicators are evaluated including status of the ability to explore, the geological prospectivity of the property, and land area open to exploration.

Tax loss utilization

Management applies judgement in assessing, each reporting period, whether incurred losses have the potential to be utilized against future profits.

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis For the three-months ended March 31, 2024 and 2023

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

Standards, Amendments, and Interpretations Not Yet in Effect

The International Accounting Standards Board continually issues new and amended standards and interpretations which may need to be adopted by the Company. The Company continually assesses the impact that the new and amended standards and interpretations may have on its financial statements or whether to early adopt any of the new requirements. No new or amended standards and interpretations affected the financial statements for the nine-months ending March 31, 2024.

FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash, amounts receivable, and accounts payable and accrued liabilities.

The fair values of the Company’s financial instruments approximate their carrying value, due to their short-term maturities or liquidity. The Company’s cash and amounts receivable are initially recorded at fair value and subsequently at amortized cost with accrued interest recorded in accounts receivable.

Financial instrument risk exposure

As at March 31, 2024, the Company’s financial instrument risk exposure and impact thereof on the Company’s financial instruments is summarized below:

Credit Risk, Liquidity Risk, Market Risk, Currency Risk, and Interest Rate Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. As at March 31, 2024, the Company has the majority of its cash on deposit with one of the largest Canadian banks. Management believes the risk of loss to be remote.

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet its obligations under financial instruments. The Company manages liquidity risk by maintaining sufficient cash balances. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital to meet short-term obligations. The Company considers its liquidity risk as high.

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates and commodity and equity prices. The Company does not expect exchange rates, and commodity and equity prices to have a material impact to the Company.

The Company’s operating costs are primarily in Canadian dollars and Australian dollars, therefore any fluctuations of the Canadian dollar in relation to the Australian dollar may affect the net losses and value of some assets and liabilities of the Company. Management believes that any currency risk from foreign exchange conversion or changes in cost structure is not significant.

Interest rate risk is the risk that the future cash flows from a financial instrument will fluctuate due to changes in market interest rates. The Company holds its cash in bank accounts that earn variable interest rates but the expected risk is deemed insignificant due to the continued expected low interest rate risk environment.

Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on the estimated fair value of the Company’s cash and cash equivalent balances as of March 31, 2024.

DISCLOSURE OF OUTSTANDING SECURITY DATA

Common Shares, Share Options, and Warrants

As at March 31, 2024 and the date of this MD&A, the Company had: 58,370,500 Common Shares issued and outstanding; 585,000 Options outstanding; and NIL Warrants outstanding.

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OUTBACK GOLDFIELDS CORP. Management’s Discussion and Analysis For the three-months ended March 31, 2024 and 2023

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

The Company anticipates that its working capital of $0.4 million at March 31, 2024, will fund limited exploration programs, operations and payments for the next 12-month period. The funds necessary for the Company to achieve its limited stated business objectives to carry out its limited exploration programs and to cover anticipated administrative costs for the next 12-month period are in place provided some level of capital can be raised. Due to challenging market conditions dictating cash conservation, the Company continues to implement curtailment plans.

SUBSEQUENT EVENTS

In connection with the Transaction described earlier of the purchase of the S2 Finnish Projects, Outback intends to complete a non-brokered private placement for minimum gross proceeds of C$5 million (the "Offering"). Details of the Offering were announced in a news release on April 25, 2024, and the Offering has not closed as of the date of these financial statements. Finder's fees may be paid in connection with the Offering within the limits permitted by the policies of the TSXV.

On May 9, 2024, the Company announced it had entered the Definitive Agreement indicated in the letter of intent, in line with the terms contemplated. The consideration to be paid to S2 will consist of a $1,500,000 cash payment and the issuance of $5,500,000 in common shares of Outback (“Consideration Shares”). The Transaction remains subject to, among other things, Outback completing the previously-announced $5,000,000 non-brokered private placement. The Consideration Shares will be issued at deemed price equal to the price of the Offering.

Further, the completion of the transaction remains subject to a number of terms and conditions, among other standard conditions for a transaction of this nature.

The outstanding securities of the Company will be consolidated at 10:1 with the closing of the Transaction. All outstanding options, warrants and the amounts to be issued in the Transaction will be adjusted with a 10:1 consolidation ratio.

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SCHEDULE “E” – TARGET ANNUAL FINANCIAL STATEMENTS

(Attached)

113

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SAKUMPU EXPLORATION OY

Business ID 2632092-6

Financial Report

for the

Year Ended 30 June 2023

(Expressed in Euros)

Financial Report 2023

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Contents

Corporate Directory ............................................................................................................................... 1 General Information…………………………………………………………………………………...2 Statement of Profit or Loss and Other Comprehensive Income ............................................................ 9 Statement of Financial Position ........................................................................................................... 10 Statement of Changes in Equity ........................................................................................................... 11 Statement of Changes in Equity ........................................................................................................... 11 Statement of Cash Flows ..................................................................................................................... 12 Notes to the Financial Statements ........................................................................................................ 13 Directors’ Declaration .......................................................................................................................... 23 Auditor’s Independence Declaration ................................................................................................... 24 Independent Auditor’s Report .............................................................................................................. 25

FINANCIAL REPORT 2023

Financial Report 2023

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Corporate Directory

Directors

Company Secretary

Registered Office

Auditor

Andrea Betti Chairperson Mark Bennett Director Juuso Pontinen Director

Intertrust (Finland) Oy

c/o Kalliolaw Attorneys Ltd, Etelaränta 12 00130 Helsinki

BDO Audit Pty Ltd Level 9 Mia Yellagonga Tower 2 5 Spring Street Perth WA 6000

FINANCIAL REPORT 2023

1

Financial Report 2023

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General Information

The Directors of Sakumpu Exploration Oy ("Directors") present their report on the entity consisting of Sakumpu Exploration Oy (“the Company” or “ Sakumpu ”) during, the year ended 30 June 2023.

Directors

The names and details of the Directors in office during the financial year and until the date of this Report are as follows. Directors were in office for the entire year unless otherwise stated.

Anna Neuling resigned 20 September 2022 Andrea Betti appointed 20 September 2022 Mark Bennett Anne-Marie Malmberg resigned 20 September 2022 Alli Seppanen appointed 20 September 2022 Alli Seppanen resigned 18 April 2023 Juuso Pontinen appointed 18 April 2023

Principal Activities

The principal continuing activity of the company is mineral exploration.

Dividends

No dividends were paid or proposed to be paid to members during the financial year.

Review of Operations

Operating Result

The loss from continuing operations for the year ended 30 June 2023 after providing for income tax amounted to €119,72 5.

The loss results from material & services expenses of € 108,939, personnel expenses of € 32,626, other operating expenses of € 222,242, €948 of depreciation costs, €211 ,143 gain on sale of exploration permits, gain on sale of assets of $33,946 and € 59 of other losses including finance costs. The exploration expenditure incurred and expensed all relate to the Finnish projects.

Material Business Risks

The Company exploration operations will be subject to the normal risks of mineral exploration, and any revenues will be subject to factors beyond the Company ’s control. The material business risks that may affect the Company are summarised below.

Future Capital Raisings

The Company ’s ongoing activities may require substantial further financing in the future , these will be done through the parent company S2 Resources Ltd. Although the Directors believe that additional capital can be obtained, no assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to the Parent Company or at all. If the Parent Company is unable to obtain additional financing as needed, it may be required to reduce, delay or suspend its operations and this could have a material adverse effect on the Company ’s activities and could affect the Company ’s ability to continue as a going concern.

FINANCIAL REPORT 2023

2

Financial Report 2023

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General Information (continued)

Exploration Risk

The success of the Company depends on the delineation of potentially economic mineral resources, securing and maintaining title to the Company ’s exploration and mining tenements and obtaining all consents and approvals necessary for the conduct of its exploration activities. Exploration on the Company ’s existing tenements may be unsuccessful, resulting in a reduction in the value of those tenements, diminution in the cash reserves of the Company and possible relinquishment of the tenements. The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions.

Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company ’s viability. If the level of operating expenditure required is higher than expected, the financial position of the Company may be adversely affected. The Company may also experience unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

Feasibility and Development Risks

It may not always be possible for the Company to exploit successful discoveries which may be made in areas in which the Company has an interest. Such exploitation would involve obtaining the necessary licences or clearances from relevant authorities that may require conditions to be satisfied and/or the exercise of discretions by such authorities. It may or may not be possible for such conditions to be satisfied. Further, the decision to proceed to further exploitation may require participation of other companies whose interests and objectives may not be the same as the Company ’s. In the event of the discovery of potentially economic mineral resources, there is a risk that a feasibility study and associated technical works will not achieve the results expected. There is also a risk that, even if a positive feasibility study is produced, the project may not be successfully developed for commercial or financial reasons.

Regulatory Risk

The Company ’s operations are subject to various local laws and plans, including those relating to mining, prospecting, development permit and licence requirements, industrial relations, environment, land use, land access, royalties, water, mine safety and occupational health. Approvals, licences and permits required to comply with such rules are subject to the discretion of the applicable government officials. No assurance can be given that the Company will be successful in maintaining such authorisations in full force and effect without modification or revocation.

To the extent such approvals are required and not retained or obtained in a timely manner or at all, the Company may be curtailed or prohibited from continuing or proceeding with exploration. The Company ’s business and results of operations could be adversely affected if applications lodged for exploration licences are not granted. Mining and exploration tenements are subject to periodic renewal. The renewal of the term of a granted tenement may also be subject to the discretion of the relevant Minister or Government Authority. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Company ’s projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company.

Environmental Risk

The operations and activities of the Company are subject to the environmental laws and regulations of Finland. As with most exploration projects and mining operations, there is potential for the Company ’s operations and activities to have an impact on the environment, particularly if mine development proceeds. The Company attempts to conduct its operations and activities to the highest standard of environmental obligation, including compliance with all environmental laws and regulations. The Company is unable to predict the effect of additional environmental laws and regulations which may be adopted in the future, including whether any such laws or regulations would materially increase the Company ’s cost of doing business or affect its operations in any area. However, there can be no

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General Information (continued)

assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the Company to incur significant expenses and undertake significant investments which could have a material adverse effect on the Company ’s business, fin ancial condition and performance.

Climate Change Risk

We are an exploration company however we acknowledge that the operations and activities of the Company are subject to changes to local or international compliance regulations related to climate change mitigation efforts, specific taxation or penalties for carbon emissions or environmental damage, and other possible restraints on industry that may further impact the Company and its profitability. While the Company will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that the Company will not be impacted by these occurrences. Climate change may also cause certain physical and environmental risks that cannot be predicted by the Company, including events such as increased severity of weather patterns, incidence of extreme weather events and longer-term physical risks such as shifting climate pattern.

Macro-Economic Risk

The operations and activities of the Company are exposed to a number of global external factors, including macroeconomic risks affecting profitability and business continuity, increasing interest rates, significant fluctuations in foreign exchange, and ability to raise equity funding. While the Company has limited direct controls over these issues, continued oversight is essential to ensuring the ongoing operations and activities of the Company.

Foreign Currency Risk

Foreign exchange risks arise when future commercial transactions and recognised financial assets and financial liabilities are denomi nated in a currency that is not the entity’s functional currency. The Company is primarily exposed to the fluctuations in the Euro and the Australian dollar, as the Parent Company holds Australian dollar bank deposits however most of the Company ’s exploration costs and contracts are denominated in Euro. The Parent Company aims to reduce and manage its foreign exchange risk by holding funds in a Euro account so that the exchange rate is crystallised early and future fluctuations in rates for settlement of Euro denominated payables are avoided. The Company does not currently undertake any hedging of foreign currency items.

Significant Changes in the State of Affairs

On 20 September 2022 Chairperson Anna Neuling resigned from her role and Andrea Betti was appointed Chairperson to the Company.

Ms Betti is an accounting and corporate professional with over 20 years’ experience in accounting, corporate governance, finance and corporate banking. She has acted as Chief Financial Officer and Company Secretary for a number of companies in the private and publicly listed sectors. Ms Betti is currently a Director of a corporate advisory company based in Perth that provides corporate and other advisory services to public listed companies.

On 18 April 2023 Alli Seppanen resigned from her role as Director and Juuso Pontinen was appointed.

Mr Pontinen is a Legal Associate who has worked at Intertrust Finland for two years focusing on corporate secretarial and directorship services. He is a Finnish national, a Finnish resident and a Finnish law qualified lawyer, whose professional background is with the Finnish Trade Register.

In April 2023, the Parent Company, S2 Resources Ltd completed the sale of 200,000 common shares it held in Aurion Resources Ltd (Aurion) as consideration for the sale of the Keulakkopää exploration permit in Central Lapland Greenstone Belt in northern Finland pursuant to an agreement which was entered into in May 2022 (the Agreement). Pursuant to the Agreement, upon completion, Aurion issued 200,000 common shares in Aurion Resources Ltd (the “Consideration

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General Information (continued)

Shares”) to S2. The Consideration Shares were subject to a statutory four month and one day hold period from completion, and subject to a voluntary escrow agreement which provided that the Consideration Shares be released to S2 when the Finnish mining authorities approved the extension of the permit.

On 5 June 2023 S2 Resources Ltd on behalf of the Company advised that it signed a binding agreement with KG Finland Exploration Oy, a subsidiary of Kinross Gold Corporation (Kinross) to buy two Exploration Licence Applications (ELA’s) Paana East & Paana Silas from Sakumpu Exploration Oy. The two ELA’s are part of a series of tenements over which Kinross has a Right of First Refusal (ROFR) under the terms of its farm-in agreement with the Company. Kinross elected to exercise its ROFR following receipt by S2 Resources Ltd of an offer from a third party. Under the terms of the agreement, S2 Resources Ltd received a cash consideration of USD150,000 on completion, when the Finnish Mining Authority (TUKES) transferred the ELA’s. This was transferred to the Company through the intercompany loan account. A further USD25,000 consideration is payable on the ELA’s being granted by TUKES.

After Balance Date Events

On 5 June 2023 S2 Resources Ltd on behalf of the Company advised that a binding agreement had been signed with KG Finland Exploration Oy, a subsidiary of Kinross Gold Corporation to buy two Exploration Licence Applications (ELA’s) Paana East & Paana Silas from Sakumpu Exploration Oy. Under the terms of the agreement, S2 Resources Ltd received a final cash consideration of USD25,000, when the Finnish Mining Authority (TUKES) transferred the ELA’s in November 2023. These funds were transferred through the intercompany to the Company.

On 4 March 2024 the S2 Resources Ltd announced it had signed a letter of intent in which Outback Goldfields a Vancouver based TSX.V listed company would purchase Sakumpu Exploration Oy for a total consideration of C$7 million, comprising C$1.5 million in cash and C$5.5 million in shares in Outback.

The transaction is subject to a number of terms and conditions with the key terms set out in the LOI summarised below.

• Outback to buy the Company which is the holder of exploration assets including the Aarnivalkea gold prospect, and interests in two current exploration earn in deals with Kinross Gold Corporation and Rupert Resources

• As consideration the Parent Entity will receive C$1.5 million (approximately A$1.7 million) cash andC$5.5 million (approximately A$6.2 million) worth of Outback shares at a deemed issuance price equal to shares issued pursuant to the Offering

• Outback will undertake a concurrent financing to raise a minimum C$5 million gross via a non-brokered private placement (the “Offering”) to continue exploring the Finnish tenure.

• S2 Resources Ltd will own a significant portion (possibly 35-45%) of Outback post-financing.

The parties are now committed to proceeding with the transaction subject to the terms and conditions of the LOI, which include:

• Negotiation and execution of a Definitive Agreement

• Completion of the Offering

• Approval of shareholders of Outback

• Preparation of a NI43-101 compliant technical report(s) acceptable to the TSXV and Outback

On 10 May 2024 the Company announced that the definitive agreement (Share Purchase Agreement) was entered into between S2 Resources and Outback Gold Fields Corporation, with both parties now working together to conclude the transaction.

There has been no other matter or circumstance that has arisen since 30 June 2023 that has significantly affected, or may significantly affect:

• the Company ’s operations in future financial year s;

• the result of those operations in future financial years; or

• the Company ’s state of affairs in future financial years .

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General Information (continued)

Likely Developments and Expected Results of Operations

The Company will continue its exploration activities in Finland for the foreseeable future. The Company will also seek other exploration opportunities that will add value to the Company ’s portfolio of assets.

Environmental Regulation

The Company ’s operations are subject to environmental regulation under the laws of Finland. The Board of Directors (“Board”) is of the view that all relevant environmental regulation requirements have been met.

Information on Directors

Mark Bennett – Director

Experience and Expertise

Dr Bennett was the managing director and CEO of Sirius Resources NL (“Sirius”) from its inception until its merger with Independence Company NL and was non-executive director of Independence Company following the merger until June 2016.

He is a geologist with 30 plus years of experience in gold, nickel and base metal exploration and mining. He holds a BSc in Mining Geology from the University of Leicester and a PhD from the University of Leeds and is a Member of the Australasian Institute of Mining and Metallurgy, a Fellow of the Geological Society of London, a Fellow of the Australian Institute of Geoscientists and a Member of the Australian Institute of Company Directors.

He has worked in Australia, West Africa, Canada, USA and Europe, initially for LionOre Mining International Limited and WMC Resources Limited at various locations including Kalgoorlie, Kambalda, St.Ives, LionOre's nickel and gold mines throughout Western Australia, the East Kimberley, and Stawell in Victoria. His more recent experience, as Managing Director of Sirius, S2 Resources and as a director of private Canadian company True North Nickel, has been predominantly in Western Australia (the Fraser Range including Nova-Bollinger, and the Polar Bear project in the Eastern Goldfields), Quebec (the Raglan West nickel project), British Columbia, Sweden, Finland, and Nevada.

Positions held include various technical, operational, executive and board positions including Executive Chairman, Managing Director, Chief Executive Officer, Executive Director, Non-Executive Director, Exploration Manager and Chief Geologist.

Dr Bennett is a two times winner of the Association of Mining and Exploration Companies "Prospector Award" for his discoveries which include the Thunderbox gold mine, the Waterloo nickel mine and most recently the world class NovaBollinger nickel-copper mine.

In addition to his technical expertise, Dr Bennett is very experienced in corporate affairs, equity capital markets, investor relations and community engagement and led Sirius from prior to the discovery of Nova through feasibility, financing, permitting and construction, and through the schemes of arrangement to merge with Independence and to demerge S2 Resources.

Andrea Betti – Chairperson

Experience and Expertise

Ms Betti is an accounting and corporate professional with over 20 years’ experience in accounting, corporate governance, finance and corporate banking. She has acted as Chief Financial Officer and Company Secretary for a number of companies in the private and publicly listed sectors. Ms Betti is currently a Director of a corporate advisory company based in Perth that provides corporate and other advisory services to public listed companies.

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General Information (continued)

Juuso Pontinen – Director

Experience and Expertise

Mr Pontinen is a Legal Associate who has worked at Intertrust Finland for three years focusing on corporate secretarial and directorship services. He is a Finnish national, a Finnish resident and a Finnish law qualified lawyer, whose professional background is with the Finnish Trade Register.

Alli Seppanen – Director

Experience and Expertise

Is a counsel in Corporate & M&A in Finland advising clients on M&A transactions internationally and at a Nordic level on commercial and corporate law matters. She held the position of Managing Director at Intertrust Finland for 6 years. She holds a Master of Laws degree (University of Helsinki), a M.Sc. (Econ) degree (Aalto University) and a CEMS MIM degree (jointly from University of St. Gallen and Aalto University).

Anne-Marie Malmberg – Director

Experience and Expertise

Recently appointed Managing Director of Intertrust Finland Oy (now CSC Finland), a lawyer specialising in M&A, capital markets, financing, employment, and company law. She holds a Master of Laws degree (University of Helsinki) as well as a Bachelors degree of Law (University of Helsinki).

Meetings of Directors

There were no meetings of the Board held during the year ended 30 June 2023.

Options & Rights

No shares were issued during or since the end of the financial year.

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General Information (continued)

Signed in accordance with a resolution of the Board of Directors.

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Andrea Betti

Chairperson Perth 22 July 2024

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Annual Financial Report

Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2023

for the year ended 30 June 2023
	Notes	30 June	30 June
		2023	2022
		€	€
Gain on sale of exploration permit		211,143	-
Gain on sale of assets		33,946	-
Depreciation expense		(948)	(5,058)
Materials & Services	15	(108,939)	(697,070)
Personnel expenses	15
Wages and salaries		(28,698)	(80,952)
Pension expenses		(3,485)	(14,183)
Other social security expenses		(443)	(2,822)
Financial income and expenses		(59)	(25)
Other operating expenses	15	(222,242)	(294,790)
Loss before income tax		(119,725)	(1,094,900)
Loss after income tax for the year		(119,725)	(1,094,900)
Total comprehensive (loss) for the year		(119,725)	(1,094,900)
Loss per share– basic & diluted		(1,197)	(10,949)
Number of shares– basic & diluted		100	100

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

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Annual Financial Report (continued)

Statement of Financial Position

as at 30 June 2023

Statement of Financial Position as at 30 June 2023
	Notes	30 June	30 June
		2023	2022
		€	€
CURRENT ASSETS
Cash and cash equivalents	4	147,561	272,592
Restricted cash	4	31,835	31,835
Trade and other receivables		41,705	15,252
TOTAL CURRENT ASSETS		221,101	319,679
NON-CURRENT ASSETS
Property, plant and equipment		1,145	15,175
TOTAL NON-CURRENT ASSETS		1,145	15,175
TOTAL ASSETS		222,246	334,854
CURRENT LIABILITIES
Trade and other payables	6	106,053	46,521
Provisions		-	2,322
TOTAL CURRENT LIABILITIES		106,053	48,843
TOTAL LIABILITIES		106,053	48,843
NET ASSETS		116,193	286,011
EQUITY
Share capital	7	5,000	5,000
Reserve of invested non-restricted equity	8	8,080,891	8,130,984
Accumulated losses		(7,969,698)	(7,849,973)
TOTAL EQUITY		116,193	286,011

The above statement of financial position should be read in conjunction with the accompanying notes

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Annual Financial Report (continued)

Statement of Changes in Equity

for the year ended 30 June 2023

Attributable to equity holders of the Company	Share capital	Reserve	Accumulated	Total
in€ Euros			losses
Balance at 1 July 2022	5,000	8,130,984	(7,849,973)	286,011
Loss for theyear	-	-	(119,725)	(119,725)
Total comprehensive loss for the period	-	-	(119,725)	(119,725)
Transactions with owners, recorded directly in equity
Contributions by and distributions to owners
Capital Contribution from Parent Company	-	(50,093)	-	(50,093)
Total contributions by and distributions to owners	-	(50,093)	-	(50,093)
Balance at 30 June 2023	5,000	8,080,891	(7,969,698)	116,193

The above statement of changes in equity should be read in conjunction with the accompanying notes.

Statement of Changes in Equity

for the year ended 30 June 2022

Attributable to equity holders of the Company	Share capital	Reserve	Accumulated	Total
in€ Euros			losses
Balance at 1 July 2021	5,000	6,958,898	(6,755,073)	208,825
Loss for theyear	-	-	(1,094,900)	(1,094,900)
Total comprehensive loss for the period	-	-	(1,094,900)	(1,094,900)
Transactions with owners, recorded directly in equity
Contributions by and distributions to owners
Capital Contribution from Parent Company	-	1,172,086	-	1,172,086
Total contributions by and distributions to owners	-	1,172,086	-	1,172,086
Balance at 30 June 2022	5,000	8,130,984	(7,849,973)	286,011

The above statement of changes in equity should be read in conjunction with the accompanying notes.

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Annual Financial Report (continued)

Statement of Cash Flows

For the year ended 30 June 2023

Notes	30 June 2023 € 30 June 2022 €
Cash flows from operating activities Cash paid to suppliers and employees for exploration activities	(320,027) (1,126,178)
Net cash used in operating activities 11	(320,027) (1,126,178)
Cash flows from investing activities Payment of property, plant and equipment Proceeds from sale of assets Proceeds from sale of tenement 11	- (1,364) 33,946 - 211,143 -
Net cash (used in)/derived from investing activities	245,089 (1,364)
Cash flows from financing activities Proceeds from Intercompany loan	(50,093) 1,172,087
Cash from financing activities	(50,093) 1,172,087
Net increase in cash and cash equivalents Cash and cash equivalents at 1 July	(125,031) 44,545 272,592 228,047
Cash and cash equivalents at 30 June 4	147,561 272,592

The above statement of cash flows should be read in conjunction with the accompanying notes.

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Annual Financial Report (continued)

Notes to the Financial Statements for the year ended 30 June 2023

Sakumpu Exploration Oy (“Company” or “S akumpu ”) is part of S2 Resources Group, and is wholly owned by S2 Resources Ltd, a company incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. The financial statements of the Company as at and for the year ended to 30 June 2023 comprise the Company only.

The financial statements of the Group S2 Resources Ltd, have not been presented within this financial report.

The financial statements were authorised for issue on 22 July 2024 by the Directors of the Company.

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation

These general purpose financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS'), as appropriate for for-profit oriented entities.

Material accounting policies adopted in the preparation of this financial report are presented below. They have been consistently applied unless otherwise stated.

The Company is a for-profit entity for financial reporting purposes under Accounting Standards. The financial statements have been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or OCI.

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 1(a)(ii).

(i) Adoption of new and revised Accounting Standards

The Company has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the IASB that are mandatory for the current reporting year. The adoption of these Accounting Standards and Interpretations did not have any material impact on the financial performance or position of the entity.

(ii) Use of estimates and judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, that it believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

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Annual Financial Report (continued)

Notes to the Financial Statements

(b) Foreign currency translation

(i) Functional and presentation currency

The financial statements are presented in the Euro ( €), which is the Company’s functional and presentation currency.

(c) Revenue Recognition

Interest income is recognised on a time proportion basis using the effective interest method.

(d) Income Tax

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction.

The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

(e) Impairment of Assets

At each reporting date, the Company reviews the carrying values of its tangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value.

Any excess of the asset’s carrying value over its recoverable amount is expensed to the Statement of Profit or Loss and Other Comprehensive Income. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs.

(f) Cash and Cash Equivalents

For the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(g) Trade and Other Receivables

A provision for doubtful receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference

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Annual Financial Report (continued)

Notes to the Financial Statements

between the asset’s carrying amount and the present value of estimated future cash flow s, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. The amount of any provision is recognised in the Statement of Profit or Loss and Other Comprehensive Income.

(h) Trade and Other Payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

(i) Exploration and Evaluation

(i) Exploration and evaluation expenditure

Exploration and evaluation expenditure incurred is expensed in respect of each identifiable area of interest until such a time where a compliant resource is announced in relation to the identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves.

(j) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located and capitalised borrowing costs.

Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within other income in profit or loss. When revalued assets are sold, the amounts included in the revaluation reserve are transferred to retained earnings.

(ii) Subsequent costs

The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

(iii) Depreciation

Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value.

Depreciation is recognised in the profit or loss over the estimated useful lives of each part of an item of property, plant and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.

The depreciation rates used for each class of asset are:

• plant and equipment 25% declining balance method

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Annual Financial Report (continued)

Notes to the Financial Statements

Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

(k) Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, 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. When the Company expects some or all of a provision to be reimbursed the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the Statement of Profit or Loss and Other Comprehensive Income net of any reimbursement.

Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the reporting date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision resulting from the passage of time is recognised in finance costs.

(l) Value Added Tax

Revenues, expenses and assets are recognised net of the amount of associated VAT, unless the VAT incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of VAT receivable or payable. The net amount of VAT recoverable from, or payable to, the taxation authority is included with other receivables or payables in the statement of financial position.

Cash flows are presented on a gross basis. The VAT components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flow.

(m) New Accounting Standards and Interpretations not yet mandatory or early adopted

The Company has chosen not to early-adopt any accounting standards that have been issued but are not yet effective. The impact of accounting standards that have been issued, but are not yet effective, is not material to these financial statements.

NOTE 2. FINANCIAL RISK MANAGEMENT

The Company ’s financial instruments consist mainly of deposits with banks and accounts receivable and payable.

The Company's overall risk management program is managed by the Parent Entity and focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Company. Risk management is carried out by the Parent Entity Board of Directors under the Group’s policies approved by the Parent Entity Board. The Board identifies and evaluates financial risks and provides written principles for overall risk management.

Net Fair Values

The net fair value of financial assets and liabilities approximate carrying values due to their short-term nature.

Foreign exchange risk

Exposure

The Company holds currency cash in Euro to operate in Finland. The Parent Company manages its foreign exchange risk and exposure of the Company and the Group by purchasing Euro for the following budget year and reviews forecasted

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Annual Financial Report (continued)

Notes to the Financial Statements

exchange rates by various banks on a monthly basis. The Company ’s exposure to foreign currency risk at the end of the reporting year is considered by management as not significant.

LIQUIDITY RISK

Liquidity risk arises from the possibility that the Company might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Company is provided financial support by the Parent Entity and management of the Parent Entity monitors rolling forecasts of the Company ’s cash reserves on the basis of expected development, exploration and corporate cash flows.

Credit Risk

Credit risk arises from the financial assets of the Company, which comprise cash and cash equivalents and other receivables. The Company ’s exposure to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. The cash and cash equivalents are held with bank and financial institution counterparties, which are rated AA- based on Standard and Poor’s rating agency.

The credit risk on other receivables is limited as it is comprised of prepayments and VAT recoverable from the tax authorities in Finland. The credit risk on liquid funds is limited because the counter party is a bank with high credit rating. There are no receivable balances which are past due or impaired.

NOTE 3. INCOME TAX

Recognised in the Statement of Profit or Loss and Other Comprehensive Income Current tax Deferred tax Under (over) provided in prior years Total income tax benefit/(expense) per Statement of Profit or Loss and Other Comprehensive Income Numerical reconciliation between tax expense and pre-tax net loss Net loss before tax Income tax benefit at 20% Increase in income tax due to: Non-deductible expenses Current year tax losses not recognised Decrease in income tax due to: Movement in unrecognised temporary differences Unrecognised deferred tax assets Deferred tax assets have not been recognised in respect of the following: Previous year tax losses brought forward Tax revenue losses	30 June 2023 € 30 June 2022 € - - - - - -
	- -
	(119,725) (1,094,900) (23,945) (218,980) 85 15 23,860 218,965 - -
	- -
	7,247,715 6,152,815 119,300 1,094,900
	7,367,015 7,247,715

FINANCIAL REPORT 2023

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Financial Report 2023

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Annual Financial Report (continued)

Notes to the Financial Statements

NOTE 4. CASH AND CASH EQUIVALENTS

nnual Financial Report (continued) otes to the Financial Statements OTE 4. CASH AND CASH EQUIVALENTS
Current Cash at bank and in hand Restricted cash	30 June 2023 € 30 June 2022 € 147,561 272,592 31,835 31,835
	179,396 304,427

NOTE 5. INVESTMENTS AND OTHER FINANCIAL ASSETS

NOTE 5. INVESTMENTS AND OTHER FINANCIAL ASSETS
(i) Fair values of other financial assets at amortised cost Financial assets at amortised cost include the following: Current– Trade and other receivables Trade and other receivables	30 June 2023 30 June 2022 € € 41,705 15,252
	41,705 15,252

Due to the short term nature of the trade and other receivables and prepayments, their carrying amount is considered to be the same as their fair value.

NOTE 6. TRADE AND OTHER PAYABLES

OTE 6. TRADE AND OTHER PAYABLES
Trade and other payables (i)	30 June 2023 € 30 June 2022 € 106,053 46,521
	106,053 46,521

(i) These amounts generally arise from the usual operating activities of the Company and are expected to be settled within 12 months. Collateral is not normally obtained.

NOTE 7. SHARE CAPITAL

NOTE 7. SHARE CAPITAL
	30 June 2023 No. of Shares 30 June 2023 € 30 June 2022 No. of Shares 30 June 2022 €
Ordinary shares fully paid Movement in Share Capital Share Placement Ordinary shares fully paid Balance at beginningofyear	100 5,000 100 5,000 - - - - 100 5,000 100 5,000
Balance at year end	100 5,000 100 5,000

FINANCIAL REPORT 2023

18

Financial Report 2023

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Annual Financial Report (continued)

Notes to the Financial Statements

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

NOTE 8. RESERVES

The reserve of invested non-restricted equity recognises the investment from the intercompany loan from the parent company.

Opening reserve of invested non-restricted equity Movement Balance at Year end	30 June 2023 € 30 June 2022 € 8,130,984 6,958,898 (50,093) 1,172,086
	8,080,891 8,130,984

NOTE 9. DIVIDENDS

There were no dividends recommended or paid during the year ended 30 June 2023.

NOTE 10. KEY MANAGEMENT PERSONNEL DISCLOSURES

. KEY MANAGEMENT PERSONNEL DISCLOSURES
Ordinary Board Member–Annual Directorship fee	30 June 2023 € 30 June 2022 € 2,500 2,500
	2,500 2,500

NOTE 11. RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH USED IN OPERATING ACTIVITIES

Loss for the year Depreciation Gain on disposal of assets Other (gain)/losses–net Gain on disposal of exploration permits Increase/(Decrease) in trade and other payables Increase/(Decrease) in provisions (Increase)/Decrease in receivables Net cash outflow from operating activities*	30 June 2023 € 30 June 2022 € (119,725) (1,094,900) 948 5,058 (33,946) - 2,553 - (211,143) - 59,532 (42,531) (2,322) 1,804 (15,924) 4,391
	(320,027) (1,126,178)

*In April 2023, the Parent Company, S2 Resources Ltd completed the sale of 200,000 common shares it held in Aurion Resources Ltd (Aurion) as consideration for the sale of the Keulakkopää exploration permit in Central Lapland Greenstone Belt in northern Finland pursuant to an agreement which was entered into in May 2022 (the Agreement). Pursuant to the Agreement, upon completion, Aurion issued 200,000 common shares in Aurion Resources Ltd (the “Consideration Shares”) to S2. The Consideration Shares wer e subject to a statutory four month and one day hold period from completion, and subject to a voluntary escrow agreement which provided that the Consideration Shares be released to S2 when the Finnish mining authorities approved the extension of the permit.

FINANCIAL REPORT 2023

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Financial Report 2023

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Annual Financial Report (continued) Notes to the Financial Statements

On 5 June 2023 S2 Resources Ltd on behalf of the Company advised that it signed a binding agreement with KG Finland Exploration Oy, a subsidiary of Kinross Gold Corporation (Kinross) to buy two Exploration Licence Applications (ELA’s) Paana East & Paana Silas from Sakumpu Exploration Oy. The two ELA’s are part of a series of tenements over which Kinross has a Right of First Refusal (ROFR) under the terms of its farm-in agreement with the Company. Kinross elected to exercise its ROFR following receipt by S2 Resources Ltd of an offer from a third party. Under the terms of the agreement, S2 Resources Ltd received a cash consideration of USD150,000 on completion, when the Finnish Mining Authority (TUKES) transferred the ELA’s. This was transferred to the Company through the intercompany loan account. A further USD25,000 consideration is payable on the ELA’s being granted by TUKES.

NOTE 12. COMMITMENTS

The Company must meet the following tenement expenditure commitments to maintain them in good standing until they are joint ventured, sold, reduced, relinquished, exemptions from expenditure are applied or are otherwise disposed of. These commitments, net of farm outs, are not provided for in the financial statements and are:

Not later than one year After one year but less than two years After two years but less than five years After five years*	30 June 2023 € 30 June 2022 € 121,371 33,739 121,371 - 63,878 - - -
	306,620 33,739

• Per annum

NOTE 13. RELATED PARTY TRANSACTIONS

Related parties include the Parent Company and Directors & companies they are employed by

Director remuneration Advisory & other service fees Capital Contribution from Parent Company	30 June 2023 € 30 June 2022 € 2,500 2,500 21,252 2,075 (50,093) 1,172,086
	(26,341) 1,176,661

The Company receives advisory services from the Intertrust (Finland) Oy for whom our Finnish director is an employee. Some additional Intertrust (Finland) Oy services are paid by the Parent Company.

NOTE 14. REMUNERATION OF AUDITORS

During the year the following fees were paid or payable for services provided by the auditor of the Company:

Audit services Total remuneration for audit services	30 June 2023 € 30 June 2022 € 3,650 3,500
	3,650 3,500

FINANCIAL REPORT 2023

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Financial Report 2023

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Annual Financial Report (continued)

Notes to the Financial Statements NOTE 15. EXPLORATION EXPENDITURE

	30 June 2023 € 30 June 2022 €
Materials & Services Personnel expenses Other operating expenses	(108,939) (697,070) (32.626) (97,957) (222,242) (294,790)
Exploration expenditure incurred & expensed in the period	(363,807) (1,089,817)
Exploration expenditure by property Paana tenements (excluding Panna East & Panna Silas sold to Kinross) All other tenements Total exploration expenditure incurred & expensed in the period*	30 June 2023 € 30 June 2022 € (213,708) (150,099) (765,681) (324,136)
	(363,807) (1,089,817)

*No exploration expenses are capitalised on the balance sheet due to their early-stage status as per the Company’s Exploration and Evaluation expenditure policy.

NOTE 16. EVENTS OCCURRING AFTER THE REPORTING YEAR

On 5 June 2023 S2 Resources Ltd on behalf of the Company advised that it signed a binding agreement with KG Finland Exploration Oy, a subsidiary of Kinross Gold Corporation to buy two Exploration Licence Applications (ELA’s) Paana East & Paana Silas from Sakumpu Exploration Oy. Under the terms of the agreement, S2 received a cash consideration of USD25,000, when the Finnish Mining Authority (TUKES) transferred the ELA’s in November 2023 and this was transferred through intercompany to the Company.

On 4 March 2024 the S2 Resources Ltd announced it had signed a letter of intent in which Outback Goldfields a Vancouver based TSX.V listed company would purchase Sakumpu Exploration Oy for a total consideration of C$7 million, comprising C$1.5 million in cash and C$5.5 million in shares in Outback.

The transaction is subject to a number of terms and conditions with the key terms set out in the LOI summarised below.

• Outback to buy the Company which is the holder of exploration assets including the Aarnivalkea gold prospect, and interests in two current exploration earn in deals with Kinross Gold Corporation and Rupert Resources

• As consideration the Parent Entity will receive C$1.5 million (approximately A$1.7 million) cash andC$5.5 million (approximately A$6.2 million) worth of Outback shares at a deemed issuance price equal to shares issued pursuant to the Offering

• Outback will undertake a concurrent financing to raise a minimum C$5 million gross via a non-brokered private placement (the “Offering”) to continue exploring the Finnish tenure.

• S2 Resources Ltd will own a significant portion (possibly 35-45%) of Outback post-financing.

The parties are now committed to proceeding with the transaction subject to the terms and conditions of the LOI, which include:

• Negotiation and execution of a Definitive Agreement

• Completion of the Offering

• Approval of shareholders of Outback

• -Preparation of a NI43-101 compliant technical report(s) acceptable to the TSXV and Outback

FINANCIAL REPORT 2023

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Financial Report 2023

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Annual Financial Report (continued)

Notes to the Financial Statements

On 10 May 2024 the Company announced that the definitive agreements (Share Purchase Agreement and Shareholder Rights Agreement) was entered into between S2 Resources and Outback Gold Fields Corporation, with both parties now working together to conclude the transaction.

FINANCIAL REPORT 2023

22

Financial Report 2023

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Directors ’ Declaration

The Directors of the Company declare that:

1. The financial statements and notes as set out on pages 9 to 22

2. (a) comply with Accounting Standards and other mandatory professional reporting requirements; and

3. (b) give a true and fair view of the financial position of the Company as at 30 June 2023 and of its performance for the year ended on that date.

4. The financial report also complies with International Financial Reporting Standards as disclosed in note 1 to the financial statements.

5. The Director acting in the capacity of Chief Executive Officer has declared that:

6. (a) the financial records of the Company for the financial year have been properly maintained;

7. (b) the financial statements and notes for the financial year comply with the accounting standards; and

8. (c) the financial statements and notes for the financial year give a true and fair view.

9. In the opinion of the Directors there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors.

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Andrea Betti

Chairperson Perth 22 July 2024

FINANCIAL REPORT 2023

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Financial Report 2023

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Annual Financial Report (continued)

Notes to the Financial Statements Auditor’s Independence Declaration

Attached below.

FINANCIAL REPORT 2023

24

Financial Report 2023

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Annual Financial Report (continued) Notes to the Financial Statements

Independent Auditor’s Report

Attached below.

FINANCIAL REPORT 2023

25

Tel: +61 8 6382 4600 Level 9, Mia Yellagonga Tower 2 Fax: +61 8 6382 4601 5 Spring Street www.bdo.com.au Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia

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INDEPENDENT AUDITOR'S REPORT

To the members of Sakumpu Exploration Oy

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Sakumpu Exploration Oy (the Company), which comprises the statement of financial position as at 30 June 2023, the statement of profit and loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial report, including a summary of significant accounting policies, and th e directors’ declaration.

In our opinion the accompanying financial report presents fairly, in all material respects, the financial position of the Company as at 30 June 2023, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards.

Basis for opinion

We conducted our audit in accordance with International Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Company in accordance with the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other information

The directors are responsible for the other information. The other information obtained at the date of this auditor’s report is information included in the Director’s report, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report 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 report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information obtained prior to the date of this auditor’s report, 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.

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

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Responsibilities of the directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that presents fairly view in accordance with International Financial Reporting Standards and for such internal control as the directors determine is necessary to enable the preparation of the financial report that presents fairly view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are 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 the directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is 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 the International Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:

https://www.auasb.gov.au/auditors_responsibilities/ar4.pdf.

This description forms part of our auditor’s report.

BDO Audit Pty Ltd

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Ashleigh Woodley

Director

Perth, 22 July 2024

Tel: +61 8 6382 4600 Level 9, Mia Yellagonga Tower 2 Fax: +61 8 6382 4601 5 Spring Street www.bdo.com.au Perth WA 6000 PO Box 700 West Perth WA 6872 Australia

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DECLARATION OF INDEPENDENCE BY ASHLEIGH WOODLEY TO THE DIRECTORS OF SAKUMPU EXPLORATION OY

As lead auditor of Sakumpu Exploration Oy for the year ended 30 June 2023, I declare that, to the best of my knowledge and belief, there have been no contraventions of any applicable code of professional conduct in relation to the audit.

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Ashleigh Woodley

Director

BDO Audit Pty Ltd

Perth

22 July 2024

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

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SAKUMPU EXPLORATION OY

Business ID 2632092-6

Financial Report

for the

Year Ended 30 June 2022

(Expressed in Euros)

Financial Report 2022

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Contents

Corporate Directory ............................................................................................................................... 1 General Information ………………………………………………………………………………………………………………………..2 Statement of Profit or Loss and Other Comprehensive Income ........................................................... 9 Statement of Financial Position ........................................................................................................... 10 Statement of Changes in Equity ........................................................................................................... 11 Statement of Changes in Equity ........................................................................................................... 11 Statement of Cash Flows ..................................................................................................................... 12 Notes to the Financial Statements ...................................................................................................... 13 Directors’ Declaration .......................................................................................................................... 23 Auditor’s Independence Declaration ................................................................................................... 24 Independent Auditor’s Report ............................................................................................................. 25

FINANCIAL REPORT 2022

Financial Report 2022

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Corporate Directory

Directors

Company Secretary

Registered Office

Auditor

Andrea Betti Chairperson Mark Bennett Director Alli Seppanen Director

c/o Kalliolaw Attorneys Ltd, Etelaränta 12 00130 Helsinki

BDO Audit Pty Ltd Level 9 Mia Yellagonga Tower 2 5 Spring Street Perth WA 6000

FINANCIAL REPORT 2022

1

Financial Report 2022

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General Information

The Directors of Sakumpu Exploration Oy ("Directors") present their report on Sakumpu Exploration Oy (“the Company” or “ Sakumpu ”) during, the year ended 30 June 2022.

Directors

The names and details of the Directors in office during the financial year and until the date of this Report are as follows. Directors were in office for the entire year unless otherwise stated.

Anna Neuling resigned 20 September 2022 Andrea Betti appointed 20 September 2022 Mark Bennett Anne-Marie Malmberg appointed 26 July 2021 resigned 20 September 2022 Alli Seppanen resigned 26 July 2021 reappointed 20 September 2022

Principal Activities

The principal continuing activity of the company is mineral exploration.

Dividends

No dividends were paid or proposed to be paid to members during the financial year.

Review of Operations

Operating Result

The loss from continuing operations for the year ended 30 June 2022 after providing for income tax amounted to €1 ,094,900.

The loss results from material & services expenses of € 697,070, personnel expenses of € 97,957, other operating expenses of € 294,790 , € 5,058 of depreciation costs and €25 of other losses including finance costs. The exploration expenditure incurred and expensed all relate to the Finnish projects.

Material Business Risks

The Company exploration operations will be subject to the normal risks of mineral exploration, and any revenues will be subject to factors beyond the Company ’s control. The material business risks that may affect the Company are summarised below.

Future Capital Raisings

The Company ’s ongoing activities may require substantial further financing in the future , these will be done through the parent company S2 Resources Ltd. Although the Directors believe that additional capital can be obtained, no assurances can be made that appropriate capital or funding, if and when needed, will be available on terms favourable to the Parent Company or at all. If the Parent Company is unable to obtain additional financing as needed, it may be required to reduce, delay or suspend its operations and this could have a material adverse effect on the Company ’s activities and could affect the Company ’s ability to continue as a going concern.

Exploration Risk

The success of the Company depends on the delineation of potentially economic mineral resources, securing and maintaining title to the Company ’s exploration and mining tenements and obtaining all consents and approvals

FINANCIAL REPORT 2022

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Financial Report 2022

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General Information (continued)

necessary for the conduct of its exploration activities. Exploration on the Company ’s existing tenements may be unsuccessful, resulting in a reduction in the value of those tenements, diminution in the cash reserves of the Company and possible relinquishment of the tenements. The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions.

Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company ’s viability. If the lev el of operating expenditure required is higher than expected, the financial position of the Company may be adversely affected. The Company may also experience unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

Feasibility and Development Risks

It may not always be possible for the Company to exploit successful discoveries which may be made in areas in which the Company has an interest. Such exploitation would involve obtaining the necessary licences or clearances from relevant authorities that may require conditions to be satisfied and/or the exercise of discretions by such authorities. It may or may not be possible for such conditions to be satisfied. Further, the decision to proceed to further exploitation may require participation of other companies whose interests and objectives may not be the same as the Company ’s. In the event of the discovery of potentially economic mineral resources, there is a risk that a feasibility study and associated technical works will not achieve the results expected. There is also a risk that, even if a positive feasibility study is produced, the project may not be successfully developed for commercial or financial reasons.

Regulatory Risk

The Company ’s operations are subject to va rious local laws and plans, including those relating to mining, prospecting, development permit and licence requirements, industrial relations, environment, land use, land access, royalties, water, mine safety and occupational health. Approvals, licences and permits required to comply with such rules are subject to the discretion of the applicable government officials. No assurance can be given that the Company will be successful in maintaining such authorisations in full force and effect without modification or revocation.

To the extent such approvals are required and not retained or obtained in a timely manner or at all, the Company may be curtailed or prohibited from continuing or proceeding with exploration. The Company ’s business and results of operations could be adversely affected if applications lodged for exploration licences are not granted. Mining and exploration tenements are subject to periodic renewal. The renewal of the term of a granted tenement may also be subject to the discretion of the relevant Minister or Government Authority. Renewal conditions may include increased expenditure and work commitments or compulsory relinquishment of areas of the tenements comprising the Company ’s projects. The imposition of new conditions or the inability to meet those conditions may adversely affect the operations, financial position and/or performance of the Company.

Environmental Risk

The operations and activities of the Company are subject to the environmental laws and regulations of Finland. As with most exploration projects and mining operations, there is potential for the Company ’s operations and activities to have an impact on the environment, particularly if mine development proceeds. The Company attempts to conduct its operations and activities to the highest standard of environmental obligation, including compliance with all environmental laws and regulations. The Company is unable to predict the effect of additional environmental laws and regulations which may be adopted in the future, including whether any such laws or regulations would materially increase the Company ’s cost of doing business or affect its operations in any area. However, there can be no assurances that new environmental laws, regulations or stricter enforcement policies, once implemented, will not oblige the Company to incur significant expenses and undertake nificant investments which could have a material adverse effect on the Company ’s business, financial condition and performance.

FINANCIAL REPORT 2022 GENERAL INFORMATION

3

Financial Report 2022

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General Information (continued)

Climate Change Risk

We are an exploration company however we acknowledge that the operations and activities of the Company are subject to changes to local or international compliance regulations related to climate change mitigation efforts, specific taxation or penalties for carbon emissions or environmental damage, and other possible restraints on industry that may further impact the Company and its profitability. While the Company will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that the Company will not be impacted by these occurrences. Climate change may also cause certain physical and environmental risks that cannot be predicted by the Company, including events such as increased severity of weather patterns, incidence of extreme weather events and longer-term physical risks such as shifting climate pattern.

Macro-Economic Risk

The operations and activities of the Company are exposed to a number of global external factors, including macroeconomic risks affecting profitability and business continuity, increasing interest rates, significant fluctuations in foreign exchange, and ability to raise equity funding. While the Company has limited direct controls over these issues, continued oversight is essential to ensuring the ongoing operations and activities of the Company.

Foreign Currency Risk

Foreign exchange risks arise when future commercial transactions and recognised financial assets and financial liabilities are denominated in a currency that is not the entity’s functional c urrency. The Company is primarily exposed to the fluctuations in the Australian dollar and the Euro, as the Parent Company holds Australian dollar bank deposits however most of the Company ’s exploration costs and contracts are denominated in Euro. The Parent Company aims to reduce and manage its foreign exchange risk by holding funds in a Euro account so that the exchange rate is crystallised early and future fluctuations in rates for settlement of Euro denominated payables are avoided. The Company does not currently undertake any hedging of foreign currency items.

Significant Changes in the State of Affairs

On 16 August 2021, the Company entered into a binding farm-in agreement with Rupert Resources on two exploration licence applications covering an area of 37 square kilometres in the Central Lapland Greenstone Belt in northern Finland. Under the agreement, Rupert can spend up to € 3.4 million to earn a 70% interest in the Sikavaara East and Sikavaara West licences, with an initial expenditure requirement of € 1.2 million over the first three years.

On 20 May 2022, the Company and its Parent Company, S2 Resources (Parent Entity) entered into an agreement to sell the Keulakkopää exploration permit in Central Lapland Greenstone Belt in northern Finland to Aurion Resources Ltd (Aurion). Pursuant to the Agreement, upon completion, Aurion issued 200,000 co mmon shares (the “Consideration Shares”) to S2 Resources. The Consideration Shares were subject to a statutory four month and one day hold period from completion, and subject to a voluntary escrow agreement which provided that the Consideration Shares be released to S2 Resources when the Finnish mining authorities approved the extension of the permit. The Finnish mining authorities approved the extension of the permit on 20 December 2022.

FINANCIAL REPORT 2022 GENERAL INFORMATION

4

Financial Report 2022

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General Information (continued)

After Balance Date Events

On 20 September 2022 Chairperson Anna Neuling resigned from her role and Andrea Betti was appointed Chairperson to the Company.

Ms Betti is an accounting and corporate professional with over 20 years’ experience in accounting, corporate governance, finance and corporate banking. She has acted as Chief Financial Officer and Company Secretary for a number of companies in the private and publicly listed sectors. Ms Betti is currently a Director of a corporate advisory company based in Perth that provides corporate and other advisory services to public listed companies.

On 20 September 2022 Director Anne-Marie Malmberg resigned from her role and Alli Seppanen was appointed as Director to the Company.

In April 2023, the Parent Company, S2 Resources Ltd completed the sale of 200,000 common shares it held issued to it in Aurion Resources Ltd (Aurion) as consideration in relation to the sale agreement in May 2022 to sell the Keulakkopää exploration permit in Central Lapland Greenstone Belt in northern Finland pursuant to an agreement which was entered into in May 2022 (the Agreement) on behalf of the Company. Pursuant to the Agreement, upon completion, Aurion Resources Ltd issued 200,000 common shares in A urion Resources Ltd (the “Consideration Shares”) to S2. The Consideration Shares were subject to a statutory four month and one day hold period from completion, and subject to a voluntary escrow agreement which provided that the Consideration Shares be released to S2 when the Finnish mining authorities approved the extension of the permit.

On 5 June 2023 S2 Resources Ltd on behalf of the Company advised that it signed a binding agreement with KG Finland Exploration Oy, a subsidiary of Kinross Gold Corporati on (Kinross) to buy two Exploration Licence Applications (ELA’s) from Sakumpu Exploration Oy. The two ELA’s are part of a series of tenements over which Kinross has a Right of First Refusal (ROFR) under the terms of its farm-in agreement with S2 Resources Ltd. Kinross elected to exercise its ROFR following receipt by S2 Resources Ltd of an offer from a third party. Under the terms of the agreement, S2 received a cash consideration of USD150,000 on completion, when the Finnish Mining Authority (TUKES) trans ferred the ELA’s. This was transferred to the Company through the intercompany loan account. A further USD25,000 consideration payable on the ELA’s being granted by TUKES in October 2023.

On 4 March 2024 the S2 Resources Ltd announced it had signed a letter of intent in which Outback Goldfields a Vancouver based TSX.V listed company would purchase Sakumpu Exploration Oy for a total consideration of C$7 million, comprising C$1.5 million in cash and C$5.5 million in shares in Outback.

The transaction is subject to a number of terms and conditions with the key terms set out in the LOI summarised below.

• Outback to buy the Company which is the holder of exploration assets including the Aarnivalkea gold prospect, and interests in two current exploration earn in deals with Kinross Gold Corporation and Rupert Resources

• As consideration the Parent Entity will receive C$1.5 million (approximately A$1.7 million) cash andC$5.5 million (approximately A$6.2 million) worth of Outback shares at a deemed issuance price equal to shares issued pursuant to the Offering

• Outback will undertake a concurrent financing to raise a minimum C$5 million gross via a non-brokered private placement (the “Offering”) to continue exploring the Finnish tenure.

• S2 Resources Ltd will own a significant portion (possibly 35-45%) of Outback post-financing.

The parties are now committed to proceeding with the transaction subject to the terms and conditions of the LOI, which include:

• Negotiation and execution of a Definitive Agreement

• Completion of the Offering

• Approval of shareholders of Outback

• Preparation of a NI43-101 compliant technical report(s) acceptable to the TSXV and Outback

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General Information (continued)

On 10 May 2024 the Company announced that the definitive agreements (Share Purchase Agreement and Shareholder Rights Agreement) was entered into between S2 Resources and Outback Gold Fields Corporation, with both parties now working together to conclude the transaction.

There has been no other matter or circumstance that has arisen since 30 June 2023 that has significantly affected, or may significantly affect:

• the Company ’s operations in future financial year s;

• the result of those operations in future financial years; or

• the Company ’s state of affairs in future financial years .

Likely Developments and Expected Results of Operations

The Company will continue its exploration activities in Finland for the foreseeable future. The Company will also seek other exploration opportunities that will add value to the Company ’s portfolio of assets.

Environmental Regulation

The Company ’s operations are subject to environmental regulation under the laws of Finland. The Board of Directors (“Board”) is of the view that all relevant environmental regulation requirements have been met.

Information on Directors

Mark Bennett – Director

Experience and Expertise

Dr Bennett was the managing director and CEO of Sirius Resources NL (“Sirius”) from its inception until its merger with Independence Company NL and was non-executive director of Independence Company following the merger until June 2016.

He is a geologist with 30 plus years of experience in gold, nickel and base metal exploration and mining. He holds a BSc in Mining Geology from the University of Leicester and a PhD from the University of Leeds and is a Member of the Australasian Institute of Mining and Metallurgy, a Fellow of the Geological Society of London, a Fellow of the Australian Institute of Geoscientists and a Member of the Australian Institute of Company Directors.

He has worked in Australia, West Africa, Canada, USA and Europe, initially for LionOre Mining International Limited and WMC Resources Limited at various locations including Kalgoorlie, Kambalda, St.Ives, LionOre's nickel and gold mines throughout Western Australia, the East Kimberley, and Stawell in Victoria. His more recent experience, as Managing Director of Sirius, S2 Resources and as a director of private Canadian company True North Nickel, has been predominantly in Western Australia (the Fraser Range including Nova-Bollinger, and the Polar Bear project in the Eastern Goldfields), Quebec (the Raglan West nickel project), British Columbia, Sweden, Finland, and Nevada.

Positions held include various technical, operational, executive and board positions including Executive Chairman, Managing Director, Chief Executive Officer, Executive Director, Non-Executive Director, Exploration Manager and Chief Geologist.

Dr Bennett is a two times winner of the Association of Mining and Exploration Companies "Prospector Award" for his discoveries which include the Thunderbox gold mine, the Waterloo nickel mine and most recently the world class NovaBollinger nickel-copper mine.

In addition to his technical expertise, Dr Bennett is very experienced in corporate affairs, equity capital markets, investor relations and community engagement and led Sirius from prior to the discovery of Nova through feasibility, financing, permitting and construction, and through the schemes of arrangement to merge with Independence and to demerge S2 Resources.

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General Information (continued)

– Anna Neuling Chairperson resigned 20 September 2022

Experience and Expertise

Ms Neuling was the Company Secretary and Chief Financial Officer of Sirius Resources NL from the company's inception – in 2009 until 22 September 2013 where she was appointed as Executive Director Corporate and Commercial until its merger with Independence Group that occurred on 21 September 2015.

Ms Neuling worked at Deloitte in London and Perth prior to joining LionOre Mining International Limited in 2005, until its takeover by Norilsk Nickel. She holds a degree in mathematics from the University of Newcastle (UK).

She is a Fellow of the Institute of Chartered Accountants in England and Wales and has held a number of senior executive positions in the resources industry, including CFO and Company Secretarial roles at several listed companies.

Ms Neuling is a member of the Group’s Audit & Risk Committee and Remuneratio n & Nomination Committee which was formed on 19 July 2016.

Andrea Betti – Chairperson appointed 20 September 2022

Experience and Expertise

Ms Betti is an accounting and corporate professional with over 20 years’ experience in accounting, corporate governan ce, finance and corporate banking. She has acted as Chief Financial Officer and Company Secretary for a number of companies in the private and publicly listed sectors. Ms Betti is currently a Director of a corporate advisory company based in Perth that provides corporate and other advisory services to public listed companies.

Alli Seppanen – Director

Experience and Expertise

Is a counsel in Corporate & M&A in Finland advising clients on M&A transactions internationally and at a Nordic level on commercial and corporate law matters. She held the position of Managing Director at Intertrust Finland for 6 years. She holds a Master of Laws degree (University of Helsinki), a M.Sc. (Econ) degree (Aalto University) and a CEMS MIM degree (jointly from University of St. Gallen and Aalto University).

Anne-Marie Malmberg – Director

Experience and Expertise

Recently appointed Managing Director of Intertrust Finland Oy (now CSC Finland), a lawyer specialising in M&A, capital markets, financing, employment and company law. She holds a Master of Laws degree (University of Helsinki) as well as a Bachelors degree of Law (University of Helsinki).

Meetings of Directors

There were no meetings of the Board held during the year ended 30 June 2022, with any business transacted and approved via circular board resolutions.

Options & Rights

No shares were issued during or since the end of the financial year.

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General Information (continued)

Signed in accordance with a resolution of the Board of Directors.

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Andrea Betti

Chairperson Perth 22 July 2024

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Annual Financial Report

Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June 2022

for the year ended 30 June 2022
	Notes	30 June	30 June
		2022	2021
		€	€
Depreciation expense		(5,058)	(6,290)
Materials & Services	15	(697,070)	(724,499)
Personnel expenses	15
Wages and salaries		(80,952)	(43,211)
Pension expenses		(14,183)	(7,021)
Other social security expenses		(2,822)	3,238
Financial income and expenses		(25)	26
Other operating expenses	15	(294,790)	(639,620)
Loss before income tax		(1,094,900)	(1,417,377)
Loss after income tax for the year		(1,094,900)	(1,417,377)
Total comprehensive (loss) for the year		(1,094,900)	(1,417,377)
Loss per share– basic & diluted		(10,949)	(14,174)
Number of shares - basic & diluted		100	100

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

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Annual Financial Report (continued)

Statement of Financial Position

as at 30 June 2022

Statement of Financial Position as at 30 June 2022
	Notes	30 June	30 June
		2022	2021
		€	€
CURRENT ASSETS
Cash and cash equivalents	4	272,592	228,056
Restricted cash	4	31,835	31,789
Trade and other receivables		15,252	19,680
TOTAL CURRENT ASSETS		319,679	279,525
NON-CURRENT ASSETS
Property, plant and equipment		15,175	18,870
TOTAL NON-CURRENT ASSETS		15,175	18,870
TOTAL ASSETS		334,854	298,395
CURRENT LIABILITIES
Trade and other payables	6	46,521	89,052
Provisions		2,322	518
TOTAL CURRENT LIABILITIES		48,843	89,570
TOTAL LIABILITIES		48,843	89,570
NET ASSETS		286,011	208,825
EQUITY
Share capital	7	5,000	5,000
Reserve of invested non-restricted equity	8	8,130,984	6,958,898
Accumulated losses		(7,849,973)	(6,755,073)
TOTAL EQUITY		286,011	208,825

The above statement of financial position should be read in conjunction with the accompanying notes

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Annual Financial Report (continued)

Statement of Changes in Equity

for the year ended 30 June 2022

Attributable to equity holders of the Company	Share capital	Reserve	Accumulated	Total
in€ dollars			losses
Balance at 1 July 2021	5,000	6,958,898	(6,755,073)	208,825
Loss for theyear	-	-	(1,094,900)	(1,094,900)
Total comprehensive loss for the period	-	-	(1,094,900)	(1,094,900)
Transactions with owners, recorded directly in equity
Contributions by and distributions to owners
Capital Contribution from Parent Company	-	1,172,086	-	1,172,086
Total contributions by and distributions to owners	-	1,172,086	-	1,172,086
Balance at 30 June 2022	5,000	8,130,984	(7,849,973)	286,011

The above statement of changes in equity should be read in conjunction with the accompanying notes.

Statement of Changes in Equity

for the year ended 30 June 2021

Attributable to equity holders of the Company	Share capital	Reserve	Accumulated	Total
in€ dollars			losses
Balance at 1 July 2020	5,000	5,388,093	(5,337,696)	55,397
Loss for theyear	-	-	(1,417,377)	(1,417,377)
Total comprehensive loss for the period	-	-	(1,417,377)	(1,417,377)
Transactions with owners, recorded directly in equity
Contributions by and distributions to owners
Intercompanyloan from Parent Company	-	1,570,805	-	1,570,805
Total contributions by and distributions to owners	-	1,570,805	-	1,570,805
Balance at 30 June 2021	5,000	6,958,898	(6,755,073)	208,825

The above statement of changes in equity should be read in conjunction with the accompanying notes.

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Annual Financial Report (continued)

Statement of Cash Flows

For the year ended 30 June 2022

tatement of Cash Flows or the year ended 30 June 2022
Notes	30 June 2022 € 30 June 2021 €
Cash flows from operating activities Cash paid to suppliers and employees for exploration activities	(1,126,178) (1,420,405)
Net cash used in operating activities 11	(1,126,178) (1,420,405)
Cash flows from investing activities Payment of property, plant and equipment	(1,364) -
Net cash (used in)/derived from investing activities	(1,364) -
Cash flows from financing activities Proceeds from Intercompany loan	1,172,087 1,570,805
Cash from financing activities	1,172,087 1,570,805
Net increase in cash and cash equivalents Cash and cash equivalents at 1 July	44,545 150,400 228,047 77,647
Cash and cash equivalents at 30 June 4	272,592 228,047

The above statement of cash flows should be read in conjunction with the accompanying notes.

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Notes to the Financial Statements

for the year ended 30 June 2022

Sakumpu Exploration Oy (“Company” or “S akumpu ”) is part of S2 Resources Group and is wholly owned by S2 Resources Ltd (the Parent Entity), a company incorporated in Australia and is whose shares are publicly traded on the Australian Securities Exchange. The financial statements of the Company as at and for the year ended to 30 June 2022 comprise the Company only.

The financial statements of the Group S2 Resources Ltd, have not been presented within this financial report.

The financial statements were authorised for issue on 22 July 2024 by the Directors of the Company.

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of preparation

These general purpose financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS'), as appropriate for for-profit oriented entities.

Material accounting policies adopted in the preparation of this financial report are presented below. They have been consistently applied unless otherwise stated.

The Company is a for-profit entity for financial reporting purposes under Accounting Standards. The financial statements have been prepared on a going concern basis which contemplates the continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.

Historical cost convention

The financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or OCI.

Critical accounting estimates

The preparation of the financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the entity's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 1(a)(ii).

(i) Adoption of new and revised Accounting Standards

The Company has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the IASB that are mandatory for the current reporting year. The adoption of these Accounting Standards and Interpretations did not have any material impact on the financial performance or position of the entity.

(ii) Use of estimates and judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, that it believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes) within the next financial year are discussed below.

(b) Foreign currency translation

(i) Functional and presentation currency

The financial statements are presented in the Euro ( €), which is the Company’s functional and presentation currency.

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(c) Revenue Recognition

Interest income is recognised on a time proportion basis using the effective interest method.

(d) Income Tax

The income tax expense or revenue for the period is the tax payable on the current period’s taxable income based on the national income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the financial statements, and to unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for each jurisdiction.

The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction did not affect either accounting profit or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly in equity.

(e) Impairment of Assets

At each reporting date, the Company reviews the carrying values of its tangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value.

Any excess of the asset’s carrying value over its recoverable amount is expensed to the Statement of Profit or Loss and Other Comprehensive Income. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash generating unit to which the asset belongs.

(f) Cash and Cash Equivalents

For the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

(g) Trade and Other Receivables

A provision for doubtful receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is the difference between the asset’ s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Cash flows relating to short-term receivables are not discounted if the effect of discounting is immaterial. The amount of any provision is recognised in the Statement of Profit or Loss and Other Comprehensive Income.

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Annual Financial Report (continued)

(h) Trade and Other Payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

(i) Exploration and Evaluation

(i) Exploration and evaluation expenditure

Exploration and evaluation expenditure incurred is expensed in respect of each identifiable area of interest until such a time where a compliant resource is announced in relation to the identifiable area of interest. These costs are only carried forward to the extent that they are expected to be recouped through the successful development of the area or where activities in the area have not yet reached a stage which permits reasonable assessment of the existence of economically recoverable reserves.

(j) Property, plant and equipment

(i) Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the assets to a working condition for their intended use, the costs of dismantling and removing the items and restoring the site on which they are located and capitalised borrowing costs.

Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within other income in profit or loss. When revalued assets are sold, the amounts included in the revaluation reserve are transferred to retained earnings.

(ii) Subsequent costs

The cost of replacing a part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company, and its cost can be measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.

(iii) Depreciation

Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other amount substituted for cost, less its residual value.

Depreciation is recognised in the profit or loss over the estimated useful lives of each part of an item of property, plant and equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.

The depreciation rates used for each class of asset are:

 plant and equipment 25% declining balance method Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

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(k) Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, 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. When the Company expects some or all of a provision to be reimbursed the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the Statement of Profit or Loss and Other Comprehensive Income net of any reimbursement.

Provisions are measured at the present value o f management’s best estimate of the expenditure required to settle the present obligation at the reporting date. The discount rate used to determine the present value reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision resulting from the passage of time is recognised in finance costs.

(l) Value Added Tax

Revenues, expenses and assets are recognised net of the amount of associated VAT, unless the VAT incurred is not recoverable from the taxation authority. In this case it is recognised as part of the cost of acquisition of the asset or as part of the expense.

Receivables and payables are stated inclusive of the amount of VAT receivable or payable. The net amount of VAT recoverable from, or payable to, the taxation authority is included with other receivables or payables in the statement of financial position.

Cash flows are presented on a gross basis. The VAT components of cash flows arising from investing or financing activities which are recoverable from, or payable to the taxation authority, are presented as operating cash flow.

The Company has chosen not to early-adopt any accounting standards that have been issued but are not yet effective. The impact of accounting standards that have been issued, but are not yet effective, is not material to these financial statements.

(m) New Accounting Standards and Interpretations not yet mandatory or early adopted

The Company has chosen not to early-adopt any accounting standards that have been issued but are not yet effective. The impact of accounting standards that have been issued, but are not yet effective, is not material to these financial statements.

NOTE 2. FINANCIAL RISK MANAGEMENT

The Company ’s financial instruments consist mainly of deposits with banks and accounts receivable and payable.

The Company's overall risk management program is managed by the Parent Entity and focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the Company. Risk management is carried out by the Parent Entity Board of Directors under the Group’s policies approved by the Parent Entity Board. The Board identifies and evaluates financial risks and provides written principles for overall risk management.

Net Fair Values

The net fair value of financial assets and liabilities approximate carrying values due to their short-term nature.

Foreign exchange risk

Exposure

The Company holds currency cash in Euro to operate in Finland. The Parent Company manages its foreign exchange risk and exposure of the Company and the Group by purchasing Euro for the following budget year and reviews forecasted

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Annual Financial Report (continued)

exchange rates by various banks on a monthly basis. The Company ’s exposure to foreign c urrency risk at the end of the reporting year is considered by management as not significant.

LIQUIDITY RISK

Liquidity risk arises from the possibility that the Company might encounter difficulty in settling its debts or otherwise meeting its obligations related to financial liabilities. The Company is provided financial support by the Parent Entity and management of the Parent Entity monitors rolling forecasts of the Company ’s cash reserves on the basis of expected development, exploration and corporate cash flows.

Credit Risk

Credit risk arises from the financial assets of the Company, which comprise cash and cash equivalents and other receivables. The Company ’s exposu re to credit risk arises from potential default of the counter party, with a maximum exposure equal to the carrying amount of these instruments. The cash and cash equivalents are held with bank and financial institution counterparties, which are rated AA- based on Standard and Poor’s rating agency.

The credit risk on other receivables is limited as it is comprised of prepayments and VAT recoverable from the tax authorities in Finland. The credit risk on liquid funds is limited because the counter party is a bank with high credit rating. There are no receivable balances which are past due or impaired.

NOTE 3. INCOME TAX

Recognised in the Statement of Profit or Loss and Other Comprehensive Income Current tax Deferred tax Under (over) provided in prior years Total income tax benefit/(expense) per Statement of Profit or Loss and Other Comprehensive Income Numerical reconciliation between tax expense and pre-tax net loss Net loss before tax Income tax benefit at 20% Increase in income tax due to: Non-deductible expenses Current year tax losses not recognised Decrease in income tax due to: Movement in unrecognised temporary differences Unrecognised deferred tax assets Deferred tax assets have not been recognised in respect of the following: Previous year tax losses brought forward Tax revenue losses	30 June 2022 € 30 June 2021 € - - - - - -
	- -
	(1,094,900) (1,417,377) (218,980) (283,475) 15 8 218,965 283,467 - -
	- -
	6,152,815 4,735,397 1,094,900 1,417,418
	7,247,715 6,152,815

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NOTE 4. CASH AND CASH EQUIVALENTS

OTE 4. CASH AND CASH EQUIVALENTS
Current Cash at bank and in hand Restricted cash	30 June 2022 € 30 June 2021 € 272,592 228,056 31,835 31,789
	304,427 259,845

NOTE 5. INVESTMENTS AND OTHER FINANCIAL ASSETS

(i) Fair values of other financial assets at amortised cost

Financial assets at amortised cost include the following:

Current– Trade and other receivables Trade and other receivables	30 June 2022 30 June 2021 € € 15,252 19,680
	15,252 19,680

Due to the short term nature of the trade and other receivables and prepayments, their carrying amount is considered to be the same as their fair value.

NOTE 6. TRADE AND OTHER PAYABLES

OTE 6. TRADE AND OTHER PAYABLES
Trade and other payables (i)	30 June 2022 € 30 June 2021 € 46,521 89,052
	46,521 89,052

(i) These amounts generally arise from the usual operating activities of the Company and are expected to be settled within 12 months. Collateral is not normally obtained.

NOTE 7. SHARE CAPITAL

NOTE 7. SHARE CAPITAL
	30 June 2022 No. of Shares 30 June 2022 € 30 June 2021 No. of Shares 30 June 2021 €
Ordinary shares fully paid Movement in Share Capital Share Placement Ordinary shares fully paid Balance at beginningofyear	100 5,000 100 5,000 - - - - 100 5,000 100 5,000
Balance at year end	100 5,000 100 5,000

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Annual Financial Report (continued)

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

NOTE 8. RESERVES

The reserve of invested non-restricted equity recognises the intercompany loan from the parent company.

Opening reserve of invested non-restricted equity Movement Balance at Year end	30 June 2022 € 30 June 2021 € 6,958,898 5,388,092 1,172,086 1,570,805
	8,130,984 6,958,897

NOTE 9. DIVIDENDS

There were no dividends recommended or paid during the year ended 30 June 2022.

NOTE 10. KEY MANAGEMENT PERSONNEL DISCLOSURES

. KEY MANAGEMENT PERSONNEL DISCLOSURES
Ordinary Board Member–Annual Directorship fee	30 June 2022 € 30 June 2021 € 2,500 2,500
	2,500 2,500

NOTE 11. RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH USED IN OPERATING ACTIVITIES

Loss for the year Depreciation Increase/(Decrease) in trade and other payables Increase/(Decrease) in provisions (Increase)/Decrease in receivables Net cash outflow from operating activities	30 June 2022 € 30 June 2021 € (1,094,900) (1,417,377) 5,058 6,290 (42,531) (2,706) 1,804 518 4,391 (7,130)
	(1,126,178) (1,420,405)

NOTE 12. COMMITMENTS

The Company must meet the following tenement expenditure commitments to maintain them in good standing until they are joint ventured, sold, reduced, relinquished, exemptions from expenditure are applied or are otherwise disposed of. These commitments, net of farm outs, are not provided for in the financial statements and are:

Not later than one year After one year but less than two years After two years but less than five years	30 June 2022 € 30 June 2021 € 33,739 170,725 - 98,305 - 64,565
	33,739 333,595

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NOTE 13. RELATED PARTY TRANSACTIONS

Related parties include the Parent Company and Directors & companies they are employed b

Director remuneration Advisory & other service fees Capital Contribution from Parent Company	30 June 2022 € 30 June 2021 € 2,500 2,500 2,075 - 1,172,086 1,570,805
	1,176,661 1,573,305

The Company receives advisory services from the Intertrust (Finland) Oy for whom our Finnish director is an employee. Some additional Intertrust (Finland) Oy services are paid by the Parent Company.

NOTE 14. REMUNERATION OF AUDITORS

During the year the following fees were paid or payable for services provided by the auditor of the Company:

Audit services Total remuneration for audit services	30 June 2022 € 30 June 2021 € 3,500 3,500
	3,500 3,500

NOTE 15. EXPLORATION EXPENDITURE

	30 June 2022 € 30 June 2021 €
Materials & Services Personnel expenses Other operating expenses	(697,070) (724,499) (97,957) (46,994) (294,790) (639,620)
Exploration expenditure incurred & expensed in the period	(1,089,817) (1,411,113)
Exploration expenditure by property Paana tenements All other tenements Total exploration expenditure incurred & expensed in the period*	30 June 2022 € 30 June 2021 € (765,681) (324,136) (897,765) (513,348)
	(1,089,817) (1,411,113)

*No exploration expenses are capitalised on the balance sheet due to their early-stage status as per the Company’s Exploration and Evaluation expenditure policy.

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NOTE 16. EVENTS OCCURRING AFTER THE REPORTING YEAR

On 20 September 2022 Chairperson Anna Neuling resigned from her role and Andrea Betti was appointed Chairperson to the Company.

Ms Betti is an accounting and corporate professional with over 20 years’ ex perience in accounting, corporate governance, finance and corporate banking. She has acted as Chief Financial Officer and Company Secretary for a number of companies in the private and publicly listed sectors. Ms Betti is currently a Director of a corporate advisory company based in Perth that provides corporate and other advisory services to public listed companies.

On 20 September 2022 Director Anne-Marie Malmberg resigned from her role and Alli Seppanen was appointed as Director to the Company.

On 20 September 2022 Chairperson Anna Neuling resigned from her role and Andrea Betti was appointed Chairperson to the Company.

Ms Betti is an accounting and corporate professional with over 20 years’ experience in accounting, corporate governance, finance and corporate banking. She has acted as Chief Financial Officer and Company Secretary for a number of companies in the private and publicly listed sectors. Ms Betti is currently a Director of a corporate advisory company based in Perth that provides corporate and other advisory services to public listed companies.

In April 2023, the Parent Company, S2 Resources Ltd completed the sale of 200,000 common shares it held issued to it in Aurion Resources Ltd (Aurion) as consideration in relation to the sale agreement in May 2022 to sell the Keulakkopää exploration permit in Central Lapland Greenstone Belt in northern Finland pursuant to an agreement which was entered into in May 2022 (the Agreement) on behalf of the Company. Pursuant to the Agreement, upon completion, Aurion Resources Ltd issued 200,000 common shares in Aurion Resources Ltd (the “Consideration Shares”) to S2. The Consideration Shares were subject to a statutory four month and one day hold period from completion, and subject to a voluntary escrow agreement which provided that the Consideration Shares be released to S2 when the Finnish mining authorities approved the extension of the permit.

On 5 June 2023 S2 Resources Ltd on behalf of the Company advised that it signed a binding agreement with KG Finland Exploration Oy, a subsidiary of Kinross Gold Corporation (Kinross) to buy two Exploration Licence Applications (ELA’s) from Sakumpu Exploration Oy. The two ELA’s are part of a series of tenements over which Kinross has a Right of First Refusal (ROFR) under the terms of its farm-in agreement with S2 Resources Ltd. Kinross elected to exercise its ROFR following receipt by S2 Resources Ltd of an offer from a third party. Under the terms of the agreement, S2 received a cash consideration of USD150,000 on completion, when the Finnish Mining Authority (TUKES) transferred the ELA’s. This was transferred to the Company through the intercompany loan account. A further USD25,000 consideration payable on the ELA’s being granted by TUKES in October 2023.

On 4 March 2024 the S2 Resources Ltd announced it had signed a letter of intent in which Outback Goldfields a Vancouver based TSX.V listed company would purchase Sakumpu Exploration Oy for a total consideration of C$7 million, comprising C$1.5 million in cash and C$5.5 million in shares in Outback.

The transaction is subject to a number of terms and conditions with the key terms set out in the LOI summarised below. • Outback to buy the Company which is the holder of exploration assets including the Aarnivalkea gold prospect, and interests in two current exploration earn in deals with Kinross Gold Corporation and Rupert Resources

• As consideration the Parent Entity will receive C$1.5 million (approximately A$1.7 million) cash andC$5.5 million (approximately A$6.2 million) worth of Outback shares at a deemed issuance price equal to shares issued pursuant to the Offering

• Outback will undertake a concurrent financing to raise a minimum C$5 million gross via a non-brokered private placement (the “Offering” ) to continue exploring the Finnish tenure.

FINANCIAL REPORT 2022

21

Financial Report 2022

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Annual Financial Report (continued)

• S2 Resources Ltd will own a significant portion (possibly 35-45%) of Outback post-financing.

The parties are now committed to proceeding with the transaction subject to the terms and conditions of the LOI, which include:

• Negotiation and execution of a Definitive Agreement

• Completion of the Offering

• Approval of shareholders of Outback

• -Preparation of a NI43-101 compliant technical report(s) acceptable to the TSXV and Outback

On 10 May 2024 the Company announced that the definitive agreements (Share Purchase Agreement and Shareholder Rights Agreement) was entered into between S2 Resources and Outback Gold Fields Corporation, with both parties now working together to conclude the transaction.

FINANCIAL REPORT 2022

22

Financial Report 2022

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Annual Financial Report (continued)

Directors ’ Declaration

The Directors of the Company declare that:

1. The financial statements and notes as set out on pages 9 to 22

2. (a) comply with Accounting Standards and other mandatory professional reporting requirements; and

3. (b) give a true and fair view of the financial position of the Company as at 30 June 2022 and of its performance for the year ended on that date.

4. The financial report also complies with International Financial Reporting Standards as disclosed in note 1 to the financial statements.

5. The Director acting in the capacity of Chief Executive Officer has declared that:

6. (a) the financial records of the Company for the financial year have been properly maintained;

7. (b) the financial statements and notes for the financial year comply with the accounting standards; and

8. (c) the financial statements and notes for the financial year give a true and fair view.

9. In the opinion of the Directors there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors.

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Andrea Betti

Chairperson Perth 22 July 2024

FINANCIAL REPORT 2022

23

Financial Report 2022

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Auditor’s Independence Declaration

Attached below.

FINANCIAL REPORT 2022

24

Financial Report 2022

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Annual Financial Report (continued)

Independent Auditor’s Report

Attached below.

FINANCIAL REPORT 2022

25

Tel: +61 8 6382 4600 Level 9, Mia Yellagonga Tower 2 Fax: +61 8 6382 4601 5 Spring Street www.bdo.com.au Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia

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INDEPENDENT AUDITOR'S REPORT

To the members of Sakumpu Exploration Oy

Report on the Audit of the Financial Report

Opinion

We have audited the financial report of Sakumpu Exploration Oy (the Company), which comprises the statement of financial position as at 30 June 2022, the statement of profit and loss and other comprehensive income, the statement of changes in equity and the statement of cash flows for the year then ended, and notes to the financial report, including a summary of significant accounting policies, and th e directors’ declaration.

In our opinion the accompanying financial report presents fairly, in all material respects, the financial position of the Company as at 30 June 2022, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards.

Basis for opinion

We conducted our audit in accordance with International Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Company in accordance with the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the financial report. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other information

The directors are responsible for the other information. The other information obtained at the date of this auditor’s report is information included in the Director’s report, but does not include the financial report and our auditor’s report thereon.

Our opinion on the financial report 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 report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed on the other information obtained prior to the date of this auditor’s report, 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.

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

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Responsibilities of the directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that presents fairly view in accordance with International Financial Reporting Standards and for such internal control as the directors determine is necessary to enable the preparation of the financial report that presents fairly view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are 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 the directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is 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 the International Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at:

https://www.auasb.gov.au/auditors_responsibilities/ar4.pdf.

This description forms part of our auditor’s report.

BDO Audit Pty Ltd

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Ashleigh Woodley

Director

Perth, 22 July 2024

Tel: +61 8 6382 4600 Level 9, Mia Yellagonga Tower 2 Fax: +61 8 6382 4601 5 Spring Street www.bdo.com.au Perth WA 6000 PO Box 700 West Perth WA 6872 Australia

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DECLARATION OF INDEPENDENCE BY ASHLEIGH WOODLEY TO THE DIRECTORS OF SAKUMPU EXPLORATION OY

As lead auditor of Sakumpu Exploration Oy for the year ended 30 June 2022, I declare that, to the best of my knowledge and belief, there have been no contraventions of any applicable code of professional conduct in relation to the audit.

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Ashleigh Woodley

Director

BDO Audit Pty Ltd

Perth

22 July 2024

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

SCHEDULE “F” – TARGET ANNUAL MD&A

(Attached)

114

Sakumpu Exploration Oy

Management’s Discussion and Analysis

For the years ended 30 June 2023 and 30 June 2022

(Expressed in Euros, unless otherwise cited)

SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS For the years ended 30 June 2023 and 30 June 2022

INTRODUCTION

For purposes of this discussion, "Sakumpu” or “the Company" refers to Sakumpu Exploration Oy.

This Management's Discussion and Analysis of financial condition and results of operations (" MD&A ") is provided as of 22 July 2024 and should be read together with the Company’s audited consolidated financial statements for the quarter and year ended 30 June 2022 and 2023, of Sakumpu with the related notes thereto. The Company’s financial statements have been prepared in accordance with International Financial Reporting Standards (" IFRS ") as issued by the International Accounting Standards Board (" IASB ") and Interpretations issued by the International Financial Reporting Interpretations Committee (" IFRIC "). All currency amounts included therein and, in this MD&A are expressed in Euros except where noted.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the “Board”), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Sakumpu’ common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors.

DESCRIPTION OF BUSINESS

Sakumpu is an exploration company, established with the purpose of exploring and developing its exploration projects located in Finland. Sakumpu's registered address is c/o Kalliolaw Attorneys Ltd, Etelaränta 12, 00130 Helsinki. The Company is a wholly owned subsidiary of S2 Resources Ltd (ASX:S2R) which listed on the Australian Securities Exchange (ASX).

The Company was incorporated as an unlisted private entity limited by shares on 7 October 2014 for the primary purpose of acquiring and/or holding the exploration tenements in Finland. Currently Sakumpu holds an area of holds an area of 355 square kilometres in the prospective Central Lapland Greenstone Belt (“CLGB”) of northern Finland via a mix of granted Exploration Licences, Exploration Licence applications and exploration reservations. These areas have not been extensively or effectively explored in the past, despite the CLGB hosting “world-class” gold and nickelcopper-cobalt-PGE deposits, including Agnico Eagle’s 7.4 million ounce Kittilä gold mine, Boliden’s 298 million tonne Kevitsa copper-nickel-gold-PGE mine and Anglo American’s 44 million tonne Sakatti nickel-copper–PGE deposit.

On the Paana Central tenement, deeper diamond drilling (>100 metres below surface) was undertaken at the Aarnivalkea prospect in two campaigns, one in October 2020 and a second commencing in early July 2021.

The October 2020 program comprised four holes aimed at testing beneath selected mineralised zones intersected in the 2018 to 2019 shallow scout diamond drilling. All four holes intercepted gold mineralisation with best intercepts of 6.8 metres at 11.8g/t gold from 223.0 metres, including 4.0 metres at 18.1g/t gold from 223.0 metres in hole FAVD0062 and 20.4 metres at 4.0g/t gold from 193.1 metres, including 8.5 metres at 8.6g/t gold from 198.0 metres in hole FAVD0064.

In July 2021, S2 completed 10 deeper diamond drill holes, testing the entire 1,300 metre long zone of anomalous gold from the earlier scout diamond drilling. Significant gold mineralisation was intersected in all drillholes, defining a zone of higher-grade mineralisation in and around holes FAVD0062, FAVD0065 and FAVD0071 in the south part of the Aarnivalkea prospect, and another potential high-grade zone could be emerging in the north around holes FAVBD0064 and FAVD0073. Due to the broad spacing of drilling to date, mineralisation remains unconstrained and open in every direction.

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SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS

For the years ended 30 June 2023 and 30 June 2022

Reconnaissance diamond drilling was also conducted at the Aarnivalkea East target to test a base of till (BoT) gold anomaly. Thirteen wide spaced holes confirmed a strongly altered and deformed shear zone with numerous zones of narrow gold anomalism with the best individual intercept of 3.7 metres at 0.86g/t gold from 85.0 metres in hole FPAD0005.

In June 2021, S2 completed ionic leach, surface geochemical sampling on the companies northernmost tenure in the CLGB, including Rovaselkä and Pahasvuoma. This was the first on-ground exploration by S2 in the region and results will assist future gold targeting.

At Rovaselkä, sampling highlighted a strong coincident Au-Cu-Sb-As-Ag anomaly (greater than 90th percentile of sample population) over two adjacent 200 metre spaced lines along a geological contact, approximately 1.3 kilometres south of a historical gold-copper occurrence discovered by Outokumpu in 1983, including one till sample grading 4.0 g/t gold and 0.45% copper. Holes previously drilled by Outokumpu at this historical occurrence recorded better intercepts including 1.6 metres @ 1.5g/t gold from 61.7 metres in hole ROV-3, and 1.3 metres @ 2.6g/t gold from 38.8 metres in hole ROV-4.

At Pahasvuoma, ionic leach sampling has defined a 3.6 kilometre long Au-As-Ag anomalous zone on the western flank of the licence application area, coincident with the contact between tholeiitic basalts and sericitic quartzites within the Kittila Group, which can be traced south to S2’s Paana East prospect. A second geochemical anomaly with coherent Zn-Au-Ag-Ba was detected across multiple sample points over a 1.4kilometre strike extent in the central southern area of the licence application. anomalism sits within mapped units of the Porkonen Formation, which is the host rock sequence of the Kittila gold mine to the south. The geological setting and element suite make this anomaly prospective for both orogenic gold and potentially volcanogenic massive sulphide (VMS) base metal mineralisation.

In June 2021, S2 entered into a farm-in option agreement with Kinross Gold Corporation (K:TSX) on the Palvanen/ Mesi and Home blocks (subsequently withdrawing from the Home block in December 2022), prospective for gold mineralisation. Under the agreement, Kinross can earn a 70% interest in the spend up to USD6.5 million, with a minimum expenditure requirement of USD3.5 million over the first three years.

In August 2021, S2 entered into another farm-in option agreement on two Exploration Licence applications covering an area of 37 square kilometres with Rupert Resources (RUP:V). Under this agreement, Rupert can spend up to EUR3.4 million (approximately AUD5.5 million) to earn a 70% interest in the Sikavaara East and Sikavaara West licences, with an initial expenditure requirement of EUR1.2 million over the first three years.

Diamond drilling by Rupert has defined a WNW zone of gold mineralisation extending at least 280 metres in the northwest corner of the Sikavaara West permit area. Better results from this zone include 6 metres @ 0.94 g/t gold from 17 metres (including 1 metre @ 1.69 g/t gold from 17 metres and 2 metres @ 1.69 g/t gold from 21 metres) and 1 metre @ 3.74 g/t gold from 43 metres in drill hole 122196, and 4 metres @ 1.36 g/t gold from 35 metres (including 2 metres @ 2.06 g/t gold from 36 metres), and 7 metres @ 0.27 g/t gold from 99 metres in drill hole 123011.

Both gold and base metal exploration is ongoing in the CLGB.

OVERALL PERFORMANCE

The Company’s operating segments include mineral exploration in Finland.

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SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS

For the years ended 30 June 2023 and 30 June 2022

30 June 2022

The Company held €272,592 in cash reserves at 30 June 2022,with working capital of €270,836 and accumulated losses of €7,849,973.

30 June 2023

The Company held €147,561 in cash reserves at 30 June 2023, with working capital of €115,048 and accumulated losses of €7,969,698.

The Company expects to incur further losses in the development of its business. To continue as a going concern, the Company will be dependent upon its parent entity to provide funding for the Company to continue in operations. These financial statements have been prepared on a going concern basis which assumes that the Company will be able to meet its obligations and continue its operations for at least the next twelve months.

Industry and Economic Factors that May Affect the Company’s Performance

The exploration for and development of minerals involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. Few properties which are explored are ultimately developed into producing mines. There can be no guarantee that the estimates of quantities and qualities of minerals disclosed will be economically recoverable. With all exploration and mining operations there is uncertainty and, therefore, risk associated with exploration and operating parameters and costs resulting from the scaling up of extraction methods tested in pilot conditions. Mineral exploration is speculative in nature and there can be no assurance that any minerals discovered will result in a resource base. Additionally, the Company’s mineral interests are in the form of exploration licenses which terminate as per schedules at the time of granting, unless they are renewed, extended or converted to certain exploitation rights. There is no assurance that the Company can renew, extend or convert their licenses in the future.

In particular, the Company does not generate revenue, and as a result, continues to be dependent on third party financing to continue exploration activities on the company’s properties. Accordingly, the Company’s future performance will be most affected by its access to financing, whether debt, equity or other means. Access to such financing, in turn, is affected by general economic conditions, exploration risks and the other risk factors.

Corporate Activity – 30 June 2022

On 16 August 2021, the Company entered into a binding farm-in agreement with Rupert Resources on two exploration licence applications covering an area of 37 square kilometres in the Central Lapland Greenstone Belt in northern Finland. Under the agreement, Rupert can spend up to 3.4 million EUR to earn a 70% interest in the Sikavaara East and Sikavaara West licences, with an initial expenditure requirement of 1.2 million EUR over the first three years.

On 20 May 2022, the Company and its Parent Company, S2 Resources (Parent Entity) entered into an agreement to sell the Keulakkopää exploration permit in Central Lapland Greenstone Belt in northern Finland to Aurion Resources Ltd (Aurion). Pursuant to the Agreement, upon completion, Aurion issued 200,000 common shares (the “Consideration Shares”) to S2 Resources. The Consideration Shares were subject to a statutory four month and one day hold period from completion, and subject to a voluntary escrow agreement which provided that the Consideration Shares be released to S2 Resources when the Finnish mining authorities approved the extension of the permit. The Finnish mining authorities approved the extension of the permit on 20 December 2022.

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SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS

For the years ended 30 June 2023 and 30 June 2022

Corporate Activity – 30 June 2023

On 20 September 2022 Chairperson Anna Neuling resigned from her role and Andrea Betti was appointed Chairperson to the Company.

Ms Betti is an accounting and corporate professional with over 20 years’ experience in accounting, corporate governance, finance and corporate banking. She has acted as Chief Financial Officer and Company Secretary for a number of companies in the private and publicly listed sectors. Ms Betti is currently a Director of a corporate advisory company based in Perth that provides corporate and other advisory services to public listed companies.

On 18 April 2023 Alli Seppanen resigned from her role as Director and Juuso Pontinen was appointed.

Mr Pontinen is a Legal Associate who has worked at Intertrust Finland for two years focusing on corporate secretarial and directorship services. He is a Finnish national, a Finnish resident and a Finnish law qualified lawyer, whose professional background is with the Finnish Trade Register.

In April 2023, the Parent Company, S2 Resources Ltd completed the sale of 200,000 common shares it held in Aurion Resources Ltd (Aurion) as consideration for the sale of the Keulakkopää exploration permit in Central Lapland Greenstone Belt in northern Finland pursuant to an agreement which was entered into in May 2022 (the Agreement). Pursuant to the Agreement, upon completion, Aurion issued 200,000 common shares in Aurion Resources Ltd (the “Consideration Shares”) to S2. The Consideration Shares were subject to a statutory four month and one day hold period from completion, and subject to a voluntary escrow agreement which provided that the Consideration Shares be released to S2 when the Finnish mining authorities approved the extension of the permit.

On 5 June 2023 S2 Resources Ltd on behalf of the Company advised that it signed a binding agreement with KG Finland Exploration Oy, a subsidiary of Kinross Gold Corporation (Kinross) to buy two Exploration Licence Applications (ELA’s) from Sakumpu Exploration Oy. The two ELA’s are part of a series of tenements over which Kinross has a Right of First Refusal (ROFR) under the terms of its farm-in agreement with S2 Resources Ltd. Kinross elected to exercise its ROFR following receipt by S2 Resources Ltd of an offer from a third party. Under the terms of the agreement, S2 received a cash consideration of USD150,000 on completion, when the Finnish Mining Authority (TUKES) transferred the ELA’s. This was transferred to the Company through the intercompany loan account. A further USD25,000 consideration is payable on the ELA’s being granted by TUKES.

REVIEW OF OPERATIONS

Central Lapland Greenstone Belt, Finland (100%)

The Company currently holds a 100% interest in 355 square kilometres in the prospective Central Lapland Greenstone Belt (“CLGB”) of northern Finland via a mix of granted Exploration Licences and Exploration Licence applications (Figure 1). The licences cover areas that has not been extensively or effectively explored in the past, despite the CLGB hosting “world-class” gold and nickel-copper-cobalt-PGE deposits, including Agnico Eagle’s 7.4million-ounce Kittilä gold mine, Boliden’s 298 million tonne Kevitsa copper-nickel-gold-PGE mine and Anglo American’s 44 million tonne Sakatti nickel-copper–PGE deposit.

In June 2023, the Company sold two Exploration Licence Applications (ELA’s) to KG Finland Exploration Oy, a subsidiary of Kinross Gold Corporation (“Kinross”) (KGC.NYSE, K.TSX), after Kinross exercised its Right of First Refusal (ROFR), held over a series of tenements under the terms of its farm-in agreement with S2 Resources Ltd, Sakumpu’s parent entity. Kinross elected to exercise its ROFR following receipt of an offer by a third party.

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SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS

For the years ended 30 June 2023 and 30 June 2022

In addition, the Company has active farm-in agreements with north American major gold producer Kinross and Canadian explorer Rupert Resources (“Rupert”) (RUP.TSX). Under the terms the respective agreements, Kinross can earn a 70% interest in the Palvanen-Mesi block (58 square kilometres) by spending US$6.5 million (approximately A$9.3 million) and Rupert can spend up to €3.4 million (approximately A$5.3 million) to earn a 70% interest in the Sikavaara East and Sikavaara West licences (37 square kilometres).

Kinross Gold Corporation Farm-in Agreement, Finland (100%, reducing to 30%)

In June 2021, the Company entered into a farm-in option agreement with Kinross on four Exploration Licence and licence applications covering an area of 83 square kilometres prospective for gold mineralisation. Under the agreement, Kinross can spend up to US$9.5 million to earn a 70% interest in the Palvanen/Mesi and Home blocks, with a minimum expenditure requirement of US$3.5 million over the first 3 years.

The Palvanen/Mesi block is located immediately south of Agnico Eagle’s 7.4Moz Kittila gold mine and incorporates the southern extensions of the Kiistala Shear Zone, a key structural control of mineralisation at the mine. The Home block is located along the east-west trending Sirkka Thrust Zone which hosts multiple gold occurrences including Rupert’s recently discovered 3.95Moz Ikkari gold deposit.

During the 2023 financial year, Kinross completed Base of Till (BoT) drilling and diamond drilling on the Palvanen/Mesi block. Kinross has completed 29 diamond drillholes, intersecting low level gold mineralisation along a series of NNE trending shear zones, including the Pahaslethto Shear and the Kiistila Shear (hosts to Agnico’s Kiitila gold mine to north), including a best result of 4 metres @ 0.78 g/t Au, and 4.45 metres @ 1.2 g/t gold from 131.55 metres, including 1.45 metres @ 2.2 g/t gold from 131.55 metres in PM-22-029DD.

In December 2022, Kinross advised that it was withdrawing from the Home project block.

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SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS For the years ended 30 June 2023 and 30 June 2022

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Figure 1. Location map showing S2’s landholding in the Central Lapland Greenstone Belt, Finland. The map shows the areas related to the Rupert and Kinross earn-in agreements. The map also shows neighbouring companies, mines and defined resources. Resources and are sourced from public company statements .

Rupert Resources Farm-in Agreement, Finland (100% reducing to 30%)

In August 2021, S2 entered into a farm-in option agreement with Rupert on two exploration licence applications covering an area of 37 square kilometres in the Central Lapland Greenstone Belt (Figure 1). Under this agreement, Rupert can spend up to €3.4 million to earn a 70% interest in the Sikavaara East and Sikavaara West licences, with an initial expenditure requirement of €1.2 million over the first three years.

At Sikavaara West, diamond drilling by Rupert has defined a WNW zone of gold mineralisation extending at least 280 metres in the northwest corner of the permit area (Figure 2). Better results from this zone include 6 metres @ 0.94 g/t gold from 17 metres (including 1 metre @ 1.69 g/t gold from 17 metres and 2 metres @ 1.69 g/t gold from 21 metres) and 1 metre @ 3.74 g/t gold from 43 metres in drill hole 122196, and 4 metres @ 1.36 g/t gold from 35 metres (including 2 metres @ 2.06 g/t gold from 36 metres), and 7 metres @ 0.27 g/t gold from 99 metres in drill hole 123011.

Exploration at Sikavaara East is restricted to the winter field season. Rupert commenced systematic BoT drilling late in the winter field season and will complete this program upon the onset of the upcoming northern winter season.

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SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS

For the years ended 30 June 2023 and 30 June 2022

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Figure 2 . Summary of significant drill results from Rupert Resources (earning 70%) diamond drilling program and gridded BoT gold results, over reginal magnetic imagery, at the Sikavaara West in the Central Lapland Greenstone Belt, Finland. COMPETENT PERSON’S STATEMENT

Information in this report that relates to exploration results from Western Australia, New South Wales and Finland is based on information compiled by John Bartlett who is an employee and equity holder of the company. Mr Bartlett is a member of the Australasian Institute of Mining and Metallurgy (MAusIMM) and has sufficient experience of relevance to the style of mineralisation and the types of deposits under consideration, and to the activities undertaken, to qualify as Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Bartlett consents to the inclusion in this report of the matters based on information in the form and context in which it appears.

FORWARD LOOKING STATEMENTS

This MD&A contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Sakumpu’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as ”plans”, ”expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, ”anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements

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SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS

For the years ended 30 June 2023 and 30 June 2022

that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, ”will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein may include, but are not limited to, the ability of Sakumpu to successfully achieve business objectives, and expectations for other economic, business, and/or competitive factors. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Sakumpu to control or predict, that may cause Sakumpu' actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors.

Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Sakumpu believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements.

The forward-looking information and forward-looking statements contained in this MD&A is made as of the date of this MD&A, and Sakumpu does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

All subsequent written and oral forward-looking information and statements attributable to Sakumpu or persons acting on its behalf are expressly qualified in its entirety by this notice. Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this MD&A.

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SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS

For the years ended 30 June 2023 and 30 June 2022

SUMMARY OF ANNUAL RESULTS

The following tables set out selected financial information for the Company. The selected financial information should only be read in conjunction with the Company’s financial statements, including the notes thereto, for the same periods.

Statements of Profit or Loss and Other Comprehensive Income,

	Financial Results	June 30, 2023	June 30, 2022	June 30, 2021
	Total income for the year Total expenses for the year Loss for the year Loss for the year after income tax Basic and diluted earnings/(loss) per share Financial Position Total assets Total liabilities Shareholders equity	€ 245,089 (364,814) (119,725) (119,725) (1,197) 222,246 106,053 116,193	€ - (1,094,900) (1,094,900) (1,094,900) (10,949) 334,854 48,843 286,011	€ - (1,417,377) (1,417,377) (1,417,377) (14,174) 298,395 89,570 208,825

Year-on-year comparison

Overall decrease in losses since the previous financial year is a result of a reduction of exploration activity. The change in total assets year on year is a result of a changing cash balance and sale of fixed assets.

SUMMARY OF QUARTERLY RESULTS

The following information is derived from the Company’s interim financial statements prepared in accordance with IFRS applicable to interim financial reporting. The information below should be read in conjunction with the Company’s financial statements for the same periods. Consistent with the preparation and presentation of the Annual Financial Statements, the unaudited quarterly results are presented in Euro.

	30 Jun 2023	31 Mar 2023	31 Dec 2022	30 Sep 2022	30 Jun 2022	31 Mar 2022	31 Dec 2021	30 Sep 2021	30 Jun 2021
	€	€	€	€	€	€	€	€	€
Income	211,143	-	-	33,946	-	-	-	-	-
Net loss for the period	198,637	(159,310)	(86,977)	(72,076)	(45,605)	(164,356)	(209,515)	(675,424)	(216,794)
Loss per share (basic and diluted)	1,986	(1,593)	(870)	(721)	(456)	(1,644)	(2,095)	(6,754)	(2,168)

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SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS

For the years ended 30 June 2023 and 30 June 2022

LIQUIDITY & CAPITAL RESOURCES

IQUIDITY & CAPITAL RESOURCES
	30 June 2023	30 June 2022	30 June 2021
	€	€	€
Cash and cash equivalents	147,561	272,592	228,056
Working capital	115,048	270,836	189,955
Net cash used in operating activities	(320,028)	(1,126,178)	(1,420,406)
Net cash used in investing activities	245,089	(1,364)	-
Net cash provided by in financing activities	(50,093)	1,172,087	1,570,805

The Company does not yet generate positive cash flows from operations and is therefore reliant upon funding from its parent entity to fund its operations.

The Company has no debt obligations and no commitments other than as described herein and in is financial statements. Management expects to have sufficient working capital to fund operating costs through to at least June 2025.

COMMITMENTS

Exploration and Evaluation

The Company has tenement rental and expenditure commitments payable of: � Not later than 12 months � Between 12 months and 2 years � More than 2 but less than 5 years � More than 5 years	30 June 2023 30 June 2022 30 June 2021 € € € 121,371 33,739 170,725 121,371 - 98,305 63,878 - 64,565 - - -
	306,620 33,739 333,595

LIQUIDITY

The Company has a working capital position at June 30, 2023 of €115,048 including cash of €147,561, to fund the next 12 months of exploration and general and administrative expenditures. The Company is dependent upon its parent company to fund operations. These factors indicate the existence of a material uncertainty that may raise doubt about the Company’s ability to continue as a going concern.

SHARE CAPITAL

There were no material movements in the Company’s share capital in the year ended June 30, 2023.

CAPITAL RESOURCES

The Company is dependent upon funding from its parent company. Company manages its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets. Management currently believes that the Company has the cash required to fund operations for the next 12 months but additional funds will be required from its parent entity.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

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SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS

For the years ended 30 June 2023 and 30 June 2022

TRANSACTIONS BETWEEN RELATED PARTIES

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole, and are considered related parties. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers. Payments to key management personnel in the year ended June 30, 2023 were made pursuant to their contracts and agreements in place and consist of cash-based payments.

During the three months and year ended June 30, 2023, no common shares were issued to related parties of the Company.

PROPOSED TRANSACTIONS

Refer to the events subsequent to year end paragraph below, disclosing the proposed transaction expected to occur in the 2023/2024 financial year.

EVENTS SUBSEQUENT TO YEAR END

On 4 March 2024 the S2 Resources Ltd announced it had signed a letter of intent in which Outback Goldfields a Vancouver based TSX.V listed company would purchase Sakumpu Exploration Oy for a total consideration of C$7 million, comprising C$1.5 million in cash and C$5.5 million in shares in Outback.

The transaction is subject to a number of terms and conditions with the key terms set out in the LOI summarised below.

• Outback to buy the Company which is the holder of exploration assets including the Aarnivalkea gold prospect, and interests in two current exploration earn in deals with Kinross Gold Corporation and Rupert Resources

• As consideration the Parent Entity will receive C$1.5 million (approximately A$1.7 million) cash andC$5.5 million (approximately A$6.2 million) worth of Outback shares at a deemed issuance price equal to shares issued pursuant to the Offering

• Outback will undertake a concurrent financing to raise a minimum C$5 million gross via a non-brokered private placement (the “Offering”) to continue exploring the Finnish tenure.

• S2 Resources Ltd will own a significant portion (possibly 35-45%) of Outback post-financing.

The parties are now committed to proceeding with the transaction subject to the terms and conditions of the LOI, which include:

• Negotiation and execution of a Definitive Agreement

• Completion of the Offering

• Approval of shareholders of Outback

• Preparation of a NI43-101 compliant technical report(s) acceptable to the TSXV and Outback

On 10 May 2024 the Company announced that the definitive agreement (Share Purchase Agreement) was entered into between S2 Resources and Outback Gold Fields Corporation, with both parties now working together to conclude the transaction.

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SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS

For the years ended 30 June 2023 and 30 June 2022

CRITICAL JUDGEMENTS AND ESTIMATES

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Estimates are reviewed on an ongoing basis based on historical experience and other factors considered relevant under the circumstances. Revisions to estimates on the resulting effects of carrying amounts of the Company’s’ assets and liabilities are accounted for prospectively.

Following is a summary of the key assumptions concerning the future and other key sources of estimation at reporting date that have not been disclosed elsewhere in these financial statements.

Exploration and evaluation expenditure

Exploration and evaluation costs have been capitalised on the basis that activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised.

NEW AND REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS ADOPTED

The Company has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board that are mandatory for the current financial year. The adoption of these did not have a material impact on the Company. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. There are no other standards that are not yet effective that would be expected to have a material impact on the Company.

GOING CONCERN

The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business.

As disclosed in the financial statements, the Company incurred a loss of €119,725 and had net cash outflows from operating activities of €320,027 and net cash inflows from investing activities of €245,089 for the year ended 30 June 2023. The ability of the Company to continue as a going concern is principally dependent upon the ability of the Company to secure funds from its parent company and managing cash flows in line with available funds.

These factors indicate a material uncertainty, which may cast significant doubt as to whether the Company will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

The directors believe that there are reasonable grounds to believe that the Company will be able to continue as a going concern, as it plans to issue additional equity securities to raise further working capital. The directors are confident the Company will continue to be able to receive funding from its parent company to fund the ongoing operations of the Company.

Accordingly, the directors believe that the Company will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report.

The financial report does not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary if the Company does not continue as a going concern.

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SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS

For the years ended 30 June 2023 and 30 June 2022

OUTSTANDING SHARE DATA

The Company has 100 shares on issue, with no changes over the last three financial years.

CONTINGENT ASSETS AND LIABILITIES

Contingent Assets

The Company had no contingent assets as at 30 June 2023 and 30 June 2022.

Contingent Liabilities

The Company had no contingent assets as at 30 June 2023 and 30 June 2022.

FINANCIAL INSTRUMENTS AND RISKS

The Company’s principal financial instruments comprise cash and short-term deposits. The Company has various other financial assets and liabilities such as other receivables and payables, which arise directly from its operations.

The Company’s activities expose it to a variety of financial risks, including, credit risk, liquidity risk, foreign exchange rate risk and cash flow interest rate risk. The Company is not exposed to price risk.

Risk management is carried out by the Board of Directors of the Company, who evaluates and agrees upon risk management and objectives.

(a) Interest rate risk

The Company is not materially exposed to interest rate risk.

(b) Credit risk

The Company does not have any significant concentrations of credit risk. Credit risk is managed by the Board of Directors and arises from cash and cash equivalents as well as credit exposure including outstanding receivables.

All cash balances held in Finland are held at internationally recognized institutions.

The maximum exposure to credit risk at reporting date is the carrying amount of the financial assets disclosed within the financial report.

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about default rates.

(c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash balances and access to equity funding.

The Company’s’ exposure to the risk of changes in market interest rates relate primarily to cash assets.

The Directors monitor the cash-burn rate of the Company on an on-going basis against budget and the maturity profiles of financial assets and liabilities to manage its liquidity risk.

The financial liabilities the Company had at reporting date were other payables incurred in the normal course of the business. These were non-interest bearing and were due within the normal 30-60 days terms of creditor payments.

Maturity analysis for financial liabilities

Financial liabilities of the Company comprise trade and other payables. As at 30 June 2023 all financial liabilities are contractually maturing within 60 days.

(d) Foreign currency risk

Foreign exchange risks arise when future commercial transactions and recognised financial assets and financial liabilities are denominated in a currency that is not the entity’s functional currency.

The Company is primarily exposed to the fluctuations in the Euro, as the Company holds cash in Euros and much of the Company’s’ exploration costs and contracts are denominated in Euros.

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SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS

For the years ended 30 June 2023 and 30 June 2022

As the Company’s’ operations develop and expand, the Company will develop and implement a more sophisticated foreign exchange risk strategy, which will include the use of Forward Exchange Contracts and sophisticated treasury products.

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SCHEDULE “G” – TARGET INTERIM FINANCIAL STATEMENTS

(Attached)

115

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SAKUMPU E�PLORATION OY

Business ID 2�320�2-�

Financial Report

for the

Period to 31 March 202�

(Expressed in Euros)

Interim Financial Report 2024

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Contents

Corporate Directory .............................................................................................................................................. 1 General Information ............................................................................................................................................. 2 Statement of Profit or Loss and Other Comprehensive Income .......................................................................... 4 Statement of Financial Position ............................................................................................................................ 5 Statement of Changes in Equity ........................................................................................................................... 6 Statement of Cash Flows ...................................................................................................................................... 7 Notes to the Financial Statements ....................................................................................................................... 8 Directors’ Declaration ......................................................................................................................................... 12 Auditor’s Independence Declaration ................................................................................................................. 13 Independent Auditor’s Report ........................................................................................................................... 14

Interim Financial Report 2024

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Corporate Directory

Directors

Company Secretary

Registered Office

Auditor

Andrea Betti Chairperson Mark Bennett Director Juuso Pontinen Director

Intertrust (Finland) Oy c/o Kalliolaw Attorneys Ltd, Etelar ä nta 12 00130 Helsinki BDO Audit Pty Ltd Level 9 Mia Yellagonga Tower 2 5 Spring Street Perth WA 6000

1

Interim Financial Repor t 2024

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General Information

The Directors of Sakumpu Exploration Oy ("Directors") present their report on the entity consisting of Sakumpu Exploration Oy (“the Company” or “Sakumpu”) during the period ended 31 March 2024.

Directors

The names and details of the Directors in office during the interim period and until the date of this Report are as follows. Directors were in office for the entire period unless otherwise stated.

Andrea Betti Mark Bennett Juuso Pontinen

Principal Activities

The principal continuing activity of the company is mineral exploration.

Dividends

No dividends were paid or proposed to be paid to members during the interim period ending 31 March 2024.

Revie� of Operations

Operating Result

The loss from continuing operations for the period ended 31 March 2024 after providing for income tax amounted to €146,102.

The loss results from material & services expenses of €59,007, personnel expenses gain of €919, other operating expenses of €143,618, €215 of depreciation costs, €21,892 gain on sale of exploration permits, other income of €33,000 and €927 of other gains. The exploration expenditure incurred and expensed all relate to the Finnish projects.

Dividends

No dividends were paid or proposed to be paid to members during the period ended 31 March 2024.

Significant Changes in the State of Affairs

On 5 June 2023 S2 Resources Ltd on behalf of the Company advised that it signed a binding agreement with KG Finland Exploration Oy, a subsidiary of Kinross Gold Corporation to buy two Exploration Licence Applications (ELA’s) Paana East and Paana Silas from Sakumpu Exploration Oy. Under the terms of the agreement, S2 received a cash consideration of USD25,000, when the Finnish Mining Authority (TUKES) transferred the ELA’s in November 2023 and this was transferred through intercompany to the Company.

On 4 March 2024 the S2 Resources Ltd announced it had signed a Letter of Intent (LOI) in which Outback Goldfields a Vancouver based TSX.V listed company would purchase Sakumpu Exploration Oy for a total consideration of C$7 million, comprising C$1.5 million in cash and C$5.5 million in shares in Outback.

• The transaction is subject to a number of terms and conditions with the key terms set out in the LOI summarised below. • Outback to buy the Company which is the holder of exploration assets including the Aarnivalkea gold prospect, and interests in two current exploration earn in deals with Kinross Gold Corporation and Rupert Resources

2

Interim Financial Report 2024

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General Information (continued)

• As consideration the Parent Entity will receive C$1.5 million (approximately A$1.7 million) cash and C$5.5 million (approximately A$6.2 million) worth of Outback shares at a deemed issuance price equal to shares issued pursuant to the Offering

• Outback will undertake a concurrent financing to raise a minimum C$5 million gross via a non-brokered private placement (the “Offering”) to continue exploring the Finnish tenure.

• S2 Resources Ltd will own a significant portion (possibly 35-45%) of Outback post-financing.

The parties are now committed to proceeding with the transaction subject to the terms and conditions of the LOI, which include:

• Negotiation and execution of a Definitive Agreement

• Completion of the Offering

• Approval of shareholders of Outback

• Preparation of a NI43-101 compliant technical report(s) acceptable to the TSXV and Outback

After Balance Date Events

On 10 May 2024 the Company announced that the Definitive Agreement (Share Purchase Agreement) was entered into between S2 Resources and Outback Gold Fields Corporation, with both parties now working together to conclude the transaction.

There has been no other matter or circumstance that has arisen since 31 March 2024 that has significantly affected, or may significantly affect:

• the Company’s operations in future financial years;

• the result of those operations in future financial years; or

• the Company’s state of affairs in future financial years.

Auditor’s Independence Declaration

A copy of the auditors’ independence declaration as required is set out on page 13 of the financial report.

Signed in accordance with a resolution of the Board of Directors.

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Andrea Betti

Chairperson Perth 22 July 2024

3

Interim Financial Report 2024

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Interim Financial Report

Statement of Profit or Loss and Other Comprehensive Income for the three and nine month period ended 31 March 202�

	Three months ended	Three months ended	Three months ended	Nine months ended	Nine months ended	Nine months ended	Nine months ended	Nine months ended
	Note	31 March	31	March	31	March		31 March
		202�		2023		202�		2023
		€		€			€	€
Gain on sale of exploration permit	9	-		-		21,892		-
Gain on sale of fixed assets		-		-				29,611
Other operating income		33,000		-		33,000		-
Depreciation expense		(215)		-		(215)		(99)
Materials & Services	11	(29,686)	(21,477)		(59,007)			(95,358)
Personnel expenses	11
Wages and salaries		-		-			-	(26,198)
Pension expenses		-		-			264	(3,147)
Other social security expenses		615		(126)			655	(818)
Financial income and expenses		1		(59)			927	(59)
Other operating expenses	11	(109,325)	(137,648)		(143,618)			(222,294)
Loss �efore income tax		(10�,�10)	(1��,310)		(1��,102)			(31�,3�2)
Loss after income tax for theperiod		(10�,�10)	(1��,310)		(1��,102)			(31�,3�2)
Total comprehensive (loss) for the period		(10�,�10)	(1��,310)		(1��,102)			(31�,3�2)
Lossper share � �asic & diluted		(1,0��)		(1,��3)	(1,��1)			(3,1��)
Num�er of shares � �asic & diluted		100		100			100	100

The above statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.

4

Interim Financial Report 2024

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Interim Financial Report (continued)

Statement of Financial Position

as at 31 March 202�

Statement of Financial Position as at 31 March 202�
	Notes	31 March	30 June
		202�	2023
		€	€
CURRENT ASSETS
Cash and cash equivalents	2	88,830	147,561
Restricted cash	2	31,835	31,835
Trade and other receivables	3	18,774	41,705
TOTAL CURRENT ASSETS		13�,�3�	221,101
NON-CURRENT ASSETS
Property, plant and equipment		930	1,145
TOTAL NON-CURRENT ASSETS		�30	1,1��
TOTAL ASSETS		1�0,3��	222,2��
CURRENT LIABILITIES
Trade and otherpayables	4	18,153	106,053
TOTAL CURRENT LIABILITIES		1�,1�3	10�,0�3
TOTAL LIABILITIES		1�,1�3	10�,0�3
NET ASSETS		122,21�	11�,1�3
EQUITY
Share capital	5	5,000	5,000
Reserve of invested non-restricted equity	6	8,233,016	8,080,891
Accumulated losses		(8,115,800)	(7,969,698)
TOTAL EQUITY		122,21�	11�,1�3

The above statement of financial position should be read in conjunction with the accompanying notes.

5

Interim Financial Report 2024

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Interim Financial Report (continued)

Statement of Changes in E�uity

for the period ended 31 March 202�

Attri�uta�le to e�uity holders of the Company	Share capital	Reserve	Accumulated	Total
in € Euros			losses
Balance at 1 July 2023	�,000	�,0�0,��1	(�,���,���)	11�,1�3
Loss for theperiod	-	-	(146,102)	(146,102)
Total comprehensive loss for the period	-	-	(1��,102)	(1��,102)
Transactions �ith o�ners, recorded directly in e�uity
Contributions by and distributions to owners
Capital Contribution from Parent company	-	152,125	-	1�2,12�
Total contri�utions �y and distri�utions to o�ners	-	1�2,12�	-	1�2,12�
Balance at 31 March 202�	�,000	�,233,01�	(�,11�,�00)	122,21�

The above statement of changes in equity should be read in conjunction with the accompanying notes.

Statement of Changes in E�uity

for the period ended 31 March 2023

Attri�uta�le to e�uity holders of the Company	Share capital	Reserve	Accumulated	Total
in € Euros			losses
Balance at 1 July 2022	�,000	�,130,���	(�,���,��3)	2��,011
Loss for theperiod	-	-	(318,362)	(318,362)
Total comprehensive loss for the period	-	-	(31�,3�2)	(31�,3�2)
Transactions �ith o�ners, recorded directly in e�uity
Contributions by and distributions to owners
Capital Contribution from Parent Company	-	181,732	-	181,732
Total contri�utions �y and distri�utions to o�ners	-	1�1,�32	-	1�1,�32
Balance at 31 March 2023	�,000	�,312,�1�	(�,1��,33�)	1��,3�1

The above statement of changes in equity should be read in conjunction with the accompanying notes.

6

Interim Financial Report 2024

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Interim Financial Report (continued)

Statement of Cash Flo�s

For the period ended 31 March 202�

Notes	31 March 202� € 31 March 2023 €
Cash flo�s from operating activities Cash paid to suppliers and employees for exploration activities	(265,748) (354,107)
Net cash used in operating activities 9	(2��,���) (3��,10�)
Cash flo�s from investing activities Proceeds from sale of assets Proceeds from sale of tenement 9	- 31,079 21,892
Net cash (used in)�derived from investing activities	21,��2 31,0��
Cash flo�s from financing activities Proceeds from Intercompany loan	185,125 181,731
Cash from financing activities	1��,12� 1�1,�31
Net increase in cash and cash equivalents Cash and cash equivalents at 1 July	(58,731) (141,297) 147,561 272,592
Cash and cash e�uivalents at 31 March 2	��,�30 131,2��

The above statement of cash flows should be read in conjunction with the accompanying notes.

7

Interim Financial Report 2024

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Interim Financial Report (continued)

Notes to the Financial Statements for the period ended 31 March 202�

Sakumpu Exploration Oy (“Company” or “Sakumpu”) is part of S2 Resources Group, and is wholly owned by S2 Resources Ltd, a company incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. The financial statements of the Company as at and for the period ended to 31 March 2024 comprise the Company only.

The financial statements of the Group S2 Resources Ltd, have not been presented within this financial report.

The financial statements were authorised for issue on 22 July 2024 by the Directors of the Company.

NOTE 1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

Statement of Compliance

The interim financial report is a general purpose financial report prepared in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting. The interim financial report does not include notes of the type normally included in an annual financial report and should be read in conjunction with the most recent annual financial report and any public announcements made during the period.

Basis of preparation

The consolidated financial statements have been prepared on the basis of historical costs, except for the revaluation of certain non-current assets. All amounts are presented in Euros, unless otherwise noted.

The accounting policies and methods of computation adopted in the preparation of the interim financial report are consistent with those adopted and disclosed in the Company’s annual financial report for the financial year ended 30 June 2023. These accounting policies are consistent with Accounting Standards and with International Financial Reporting Standards (IFRS).

Standards and Interpretations applica�le to 31 March 202�

In the period ended 31 March 2024, the Directors have reviewed all of the new and revised Standards and Interpretations that are relevant to the Company and effective for the current reporting period. None of which have a material impact on the Company.

Standards and Interpretations in issue not yet adopted

The Directors have also reviewed all of the new and revised Standards and Interpretations in issue not yet adopted for the period ended 31 March 2024. As a result of this review the Directors have determined that there is no material impact of the Standards and Interpretations in issue not yet adopted on the Company and, therefore, no change is necessary to Company accounting policies.

Use of estimates and �udgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, that it believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results.

8

Interim Financial Report 2024

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Interim Financial Report (continued) Notes to the Financial Statements

NOTE 2. CASH AND CASH EQUIVALENTS

OTE 2. CASH AND CASH EQUIVALENTS
Cash at bank and in hand Restricted cash	31 March 202� € 30 June 2023 € 88,830 147,561 31,835 31,835
	120,��� 1��,3��

NOTE 3. INVESTMENTS AND OTHER FINANCIAL ASSETS

NOTE 3. INVESTMENTS AND OTHER FINANCIAL ASSETS
(i) Fair values of other financial assets at amortised cost Financial assets at amortised cost include the following: Current � Trade and other receiva�les Trade and other receivables	31 March 202� 30 June 2023 € € 18,774 41,705
	18,774 41,705

Due to the short term nature of the trade and other receivables and prepayments, their carrying amount is considered to be the same as their fair value.

NOTE �. TRADE AND OTHER PAYABLES

OTE �. TRADE AND OTHER PAYABLES
Trade and other payables (i)	31 March 202� € 30 June 2023 € 18,153 106,053
	18,153 106 053

(i) These amounts generally arise from the usual operating activities of the Company and are expected to be settled within 12 months. Collateral is not normally obtained.

NOTE �. SHARE CAPITAL

NOTE �. SHARE CAPITAL
	31 March 202� No. of Shares 31 March 202� € 30 June 2023 No. of Shares 30 June 2023 €
Ordinary shares fully paid Movement in Share Capital Share Placement Ordinary shares fully paid Balance at beginningofperiod	100 5,000 100 5,000 - - - - 100 5,000 100 5,000
Balance at period end	100 5,000 100 �,000

9

Interim Financial Report 2024

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Interim Financial Report (continued) Notes to the Financial Statements

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

NOTE �. RESERVES

The reserve of invested non-restricted equity recognises the investment from the intercompany loan from the parent company.

Opening reserve of invested non-restricted equity Movement Balance as at 31 March 2024	31 March 202� € 30 June 2023 € 8,080,891 8,130,984 152,125 (50,093)
	�,233,01� �,0�0,��1

NOTE �. DIVIDENDS

There were no dividends recommended or paid during the period ended 31 March 2024.

NOTE �. KEY MANAGEMENT PERSONNEL DISCLOSURES

Ordinary Board Member – Annual Directorship fee	31 March 202� € 30 June 2023 € - 2,500
	- 2,�00

NOTE �. RECONCILIATION OF PROFIT AFTER INCOME TA� TO NET CASH USED IN OPERATING ACTIVITIES

Loss for the period Depreciation Gain on disposal of assets Other (gain)/losses – net Gain on disposal of exploration permit Increase/(Decrease) in trade and other payables Increase/(Decrease) in provisions (Increase)/Decrease in receivables Net cash outflo� from operating activities*	31 March 202� € 30 June 2023 € (1��,102) (11�,�2�) 215 948 - (33,946) (34,156) 2,553 (21,892) (211,143) (19,485) 59,532 - (2,322) (44,328) (15,924)
	(2��,���) (320,02�)

*In April 2023, the Parent Company, S2 Resources Ltd completed the sale of 200,000 common shares it held in Aurion Resources Ltd (Aurion) as consideration for the sale of the Keulakkopää exploration permit in Central Lapland Greenstone Belt in northern Finland pursuant to an agreement which was entered into in May 2022 (the Agreement). Pursuant to the Agreement, upon completion, Aurion issued 200,000 common shares in Aurion Resources Ltd (the “Consideration Shares”) to S2. The Consideration Shares were subject to a statutory four month and one day hold period from

10

Interim Financial Report 2024

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Interim Financial Report (continued)

Notes to the Financial Statements

completion, and subject to a voluntary escrow agreement which provided that the Consideration Shares be released to S2 when the Finnish mining authorities approved the extension of the permit.

On 5 June 2023 S2 Resources Ltd on behalf of the Company advised that it signed a binding agreement with KG Finland Exploration Oy, a subsidiary of Kinross Gold Corporation (Kinross) to buy two Exploration Licence Applications (ELA’s) Paana East & Paana Silas from Sakumpu Exploration Oy. The two ELA’s are part of a series of tenements over which Kinross has a Right of First Refusal (ROFR) under the terms of its farm-in agreement with the Company. Kinross elected to exercise its ROFR following receipt by S2 Resources Ltd of an offer from a third party. Under the terms of the agreement, S2 Resources Ltd received a cash consideration of USD150,000 on completion, when the Finnish Mining Authority (TUKES) transferred the ELA’s. This was transferred to the Company through the intercompany loan account. Under the terms of the agreement, S2 received a cash consideration of USD25,000, when the Finnish Mining Authority (TUKES) transferred the ELA’s in November 2023 and this was transferred through intercompany to the Company.

NOTE 10. COMMITMENTS

The Company must meet the following tenement expenditure commitments to maintain them in good standing until they are joint ventured, sold, reduced, relinquished, exemptions from expenditure are applied or are otherwise disposed of. These commitments, net of farm outs, are not provided for in the financial statements and are:

Not later than one year After one year but less than two years After two years but less than five years	31 March 202� € 30 June 2023 € 129,400 121,371 39,968 121,371 79,936 63,878
	2��,30� 30�,�20

NOTE 11. E�PLORATION E�PENDITURE

NOTE 11. E�PLORATION E�PENDITURE
	Three months ended		Nine months ended
	31 March	31 March	31 March	31 March
	202�	2023	202�	2023
	€	€	€	€
Materials & Services	(29,686)	(21,477)	(59,007)	(95,358)
Personnel expenses	615	(126)	919	(30,163)
Other operating expenses	(109,325)	(137,648)	(143,618)	(222,294)
Exploration expenditure incurred in theperiod	(13�,3��)	(1��,2�1)	(201,�0�)	(3��,�1�)

	Three months ended	Three months ended	Nine months ended	Nine months ended
	31 March	31 March	31 March	31 March
	202�	2023	202�	2023
	€	€	€	€
Paana tenements (excluding Panna East & Panna Silas sold to Kinross)	(119,275)	(123,803)	(157,579)	(192,840)
All other tenements	(19,121)	(35,448)	(44,127)	(154,975)
Total exploration expenditure incurred & expensed in theperiod�	(13�,3��)	(1��,2�1)	(201,�0�)	(3��,�1�)

11

Interim Financial Report 2024

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Interim Financial Report (continued)

Notes to the Financial Statements

*No exploration expenses are capitalised on the balance sheet due to their early-stage status as per the Company’s Exploration and Evaluation expenditure policy.

12

Interim Financial Report 2024

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Directors’ Declaration

The Directors of the Company declare that:

1. The interim financial statements and notes as set out on pages 4 to 11

2. (a) comply with Accounting Standards and other mandatory professional reporting requirements; and

3. (b) give a true and fair view of the financial position of the Company as at 31 March 2024 and of its performance for the period ended on that date.

4. The interim financial report also complies with International Financial Reporting Standards as disclosed in note 1 to the interim financial statements.

5. The Director acting in the capacity of Chief Executive Officer has declared that:

6. (a) the financial records of the Company for the interim period have been properly maintained;

7. (b) the financial statements and notes for the interim period comply with the accounting standards; and

8. (c) the financial statements and notes for the interim period give a true and fair view.

9. In the opinion of the Directors there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors.

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Andrea Betti

Chairperson Perth 22 July 2024

13

Interim Financial Report 2024

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Interim Financial Report (continued) Notes to the Financial Statements

Auditor’s Independence Declaration

Attached below.

14

Tel: +61 8 6382 4600 Level 9, Mia Yellagonga Tower 2 Fax: +61 8 6382 4601 5 Spring Street www.bdo.com.au Perth WA 6000 PO Box 700 West Perth WA 6872 Australia

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DECLARATION OF INDEPENDENCE BY ASHLEIGH WOODLEY TO THE DIRECTORS OF SAKUMPU EXPLORATION OY

As lead auditor of Sakumpu Exploration Oy for the period ended 31 March 2024, I declare that, to the best of my knowledge and belief, there have been no contraventions of any applicable code of professional conduct in relation to the review.

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Ashleigh Woodley

Director

BDO Audit Pty Ltd

Perth

22 July 2024

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

SCHEDULE “H” – TARGET INTERIM MD&A

(Attached)

116

Sakumpu Exploration Oy

Management’s Discussion and Analysis

For the three and nine months ended 3� March 202�

(Expressed in Euros, unless otherwise cited)

SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS For the 3 and � months ended 3� March 202�

INTRODUCTION

For purposes of this discussion, "Sakumpu” or “the Company" refers to Sakumpu Exploration Oy.

This Management's Discussion and Analysis of financial condition and results of operations (" MD&A ") is provided as of 22 July 2024 and should be read together with the Company’s interim financial statements for the quarter and nine months to 31 March 2024, of Sakumpu with the related notes thereto. The Company’s financial statements have been prepared in accordance with International Financial Reporting Standards (" IFRS ") as issued by the International Accounting Standards Board (" IASB ") and Interpretations issued by the International Financial Reporting Interpretations Committee (" IFRIC "). All currency amounts included therein and, in this MD&A are expressed in Euros except where noted.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors (the “Board”), considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Sakumpu’s common shares; (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors.

DESCRIPTION OF BUSINESS

Sakumpu is an exploration company, established with the purpose of exploring and developing its exploration projects located in Finland. Sakumpu's registered office address isc/o Kalliolaw Attorneys Ltd, Etelaränta 12, 00130 Helsinki. The Company is a wholly owned subsidiary of S2 Resources Ltd (ASX:S2R) which listed on the Australian Securities Exchange (ASX).

The Company was incorporated as an unlisted private entity limited by shares on 7 October 2014 for the primary purpose of acquiring and/or holding the exploration tenements in Finland. Currently Sakumpu holds an area of holds an area of 355 square kilometres in the prospective Central Lapland Greenstone Belt (“CLGB”) of northern Finland via a mix of granted Exploration Licences, Exploration Licence applications and exploration reservations. These areas have not been extensively or effectively explored in the past, despite the CLGB hosting “world-class” gold and nickelcopper-cobalt-PGE deposits, including Agnico Eagle’s 7.4 million ounce Kittilä gold mine, Boliden’s 298 million tonne Kevitsa copper-nickel-gold-PGE mine and Anglo American’s 44 million tonne Sakatti nickel-copper–PGE deposit.

Both gold and base metal exploration is ongoing in the CLGB.

OVERALL PERFORMANCE

The Company’s operating segments include mineral exploration in Finland.

The Company held €88,830 in cash reserves at 31 March 2024, with working capital of €121,286 and accumulated losses of €8,115,800.

The Company expects to incur further losses in the development of its business. To continue as a going concern, the Company will be dependent upon its parent entity to provide funding for the Company to continue in operations. These financial statements have been prepared on a going concern basis which assumes that the Company will be able to meet its obligations and continue its operations for at least the next twelve months.

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SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS For the 3 and � months ended 3� March 202�

Industry and Economic Factors that May Affect the Company’s Performance

The exploration for and development of minerals involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. Few properties which are explored are ultimately developed into producing mines. There can be no guarantee that the estimates of quantities and qualities of minerals disclosed will be economically recoverable. With all exploration and mining operations there is uncertainty and, therefore, risk associated with exploration and operating parameters and costs resulting from the scaling up of extraction methods tested in pilot conditions. Mineral exploration is speculative in nature and there can be no assurance that any minerals discovered will result in a resource base. Additionally, the Company’s mineral interests are in the form of exploration licenses which terminate as per schedules at the time of granting, unless they are renewed, extended or converted to certain exploitation rights. There is no assurance that the Company can renew, extend or convert their licenses in the future.

In particular, the Company does not generate revenue, and as a result, continues to be dependent on third party financing to continue exploration activities on the company’s properties. Accordingly, the Company’s future performance will be most affected by its access to financing, whether debt, equity or other means. Access to such financing, in turn, is affected by general economic conditions, exploration risks and the other risk factors.

Corporate Activity

On 5 June 2023 S2 Resources Ltd on behalf of the Company advised that it signed a binding agreement with KG Finland Exploration Oy, a subsidiary of Kinross Gold Corporation (Kinross) to buy two Exploration Licence Applications (ELA’s) Paana East and Paana Silas from Sakumpu Exploration Oy. The two ELA’s are part of a series of tenements over which Kinross has a Right of First Refusal (ROFR) under the terms of its farm-in agreement with S2 Resources Ltd. Kinross elected to exercise its ROFR following receipt by S2 Resources Ltd of an offer from a third party. Under the terms of the agreement, S2 received a cash consideration of USD150,000 on completion, when the Finnish Mining Authority (TUKES) transferred the ELA’s. This was transferred to the Company through the intercompany loan account. A further USD25,000 consideration payable on the ELA’s being granted by TUKES.

REVIEW OF OPERATIONS

Central Lapland Greenstone Belt, Finland (100%)

The Company currently holds a 100% interest in 355 square kilometres in the prospective Central Lapland Greenstone Belt (“CLGB”) of northern Finland via a mix of granted Exploration Licences and Exploration Licence applications (Figure 1). The licences cover areas that has not been extensively or effectively explored in the past, despite the CLGB hosting “world-class” gold and nickel-copper-cobalt-PGE deposits, including Agnico Eagle’s 7.4million-ounce Kittilä gold mine, Boliden’s 298 million tonne Kevitsa copper-nickel-gold-PGE mine and Anglo American’s 44 million tonne Sakatti nickel-copper–PGE deposit.

In June 2023, the Company sold two Exploration Licence Applications (ELA’s) to KG Finland Exploration Oy, a subsidiary of Kinross Gold Corporation (“Kinross”) (KGC.NYSE, K.TSX), after Kinross exercised its Right of First Refusal (ROFR), held over a series of tenements under the terms of its farm-in agreement with S2 Resources Ltd, Sakumpu’s parent entity. Kinross elected to exercise its ROFR following receipt of an offer by a third party.

In addition, the Company has active farm-in agreements with north American major gold producer Kinross and Canadian explorer Rupert Resources (“Rupert”) (RUP.TSX). Under the terms the respective agreements, Kinross can earn a 70% interest in the Palvanen-Mesi block (58 square kilometres) by spending US$6.5 million (approximately

�

SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS

For the 3 and � months ended 3� March 202�

A$9.3 million) and Rupert can spend up to €3.4 million (approximately A$5.3 million) to earn a 70% interest in the Sikavaara East and Sikavaara West licences (37 square kilometres).

Kinross Gold Corporation Farm-in Agreement, Finland (100%, reducing to 30%)

In June 2021, the Company entered into a farm-in option agreement with Kinross on four Exploration Licence and licence applications covering an area of 83 square kilometres prospective for gold mineralisation. Under the agreement, Kinross can spend up to US$9.5 million to earn a 70% interest in the Palvanen/Mesi and Home blocks, with a minimum expenditure requirement of US$3.5 million over the first 3 years.

The Palvanen/Mesi block is located immediately south of Agnico Eagle’s 7.4Moz Kittila gold mine and incorporates the southern extensions of the Kiistala Shear Zone, a key structural control of mineralisation at the mine. The Home block is located along the east-west trending Sirkka Thrust Zone which hosts multiple gold occurrences including Rupert’s recently discovered 3.95Moz Ikkari gold deposit.

During the 2023 financial year, Kinross completed Base of Till (BoT) drilling and diamond drilling on the Palvanen/Mesi block. Kinross has completed 29 diamond drillholes, intersecting low level gold mineralisation along a series of NNE trending shear zones, including the Pahaslethto Shear and the Kiistila Shear (hosts to Agnico’s Kiitila gold mine to north), including a best result of 4 metres @ 0.78 g/t Au, and 4.45 metres @ 1.2 g/t gold from 131.55 metres, including 1.45 metres @ 2.2 g/t gold from 131.55 metres in PM-22-029DD.

In December 2022, Kinross advised that it was withdrawing from the Home project block.

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Figure 1. Location map showing S2’s landholding in the Central Lapland Greenstone Belt, Finland. The map shows the areas related to the Rupert and Kinross earn-in agreements. The map also shows neighbouring companies, mines and defined resources. Resources and are sourced from public company statements . Rupert Resources Farm-in Agreement, Finland (100% reducing to 30%)

�

SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS For the 3 and � months ended 3� March 202�

In August 2021, S2 entered into a farm-in option agreement with Rupert on two exploration licence applications covering an area of 37 square kilometres in the Central Lapland Greenstone Belt (Figure 1). Under this agreement, Rupert can spend up to €3.4 million to earn a 70% interest in the Sikavaara East and Sikavaara West licences, with an initial expenditure requirement of €1.2 million over the first three years.

At Sikavaara West, diamond drilling by Rupert has defined a WNW zone of gold mineralisation extending at least 280 metres in the northwest corner of the permit area (Figure 2). Better results from this zone include 6 metres @ 0.94 g/t gold from 17 metres (including 1 metre @ 1.69 g/t gold from 17 metres and 2 metres @ 1.69 g/t gold from 21 metres) and 1 metre @ 3.74 g/t gold from 43 metres in drill hole 122196, and 4 metres @ 1.36 g/t gold from 35 metres (including 2 metres @ 2.06 g/t gold from 36 metres), and 7 metres @ 0.27 g/t gold from 99 metres in drill hole 123011.

Exploration at Sikavaara East is restricted to the winter field season. Rupert commenced systematic BoT drilling late in the winter field season and will complete this program upon the onset of the upcoming northern winter season.

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Figure 2 . Summary of significant drill results from Rupert Resources (earning 70%) diamond drilling program and gridded BoT gold results, over reginal magnetic imagery, at the Sikavaara West in the Central Lapland Greenstone Belt, Finland.

�

SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS For the 3 and � months ended 3� March 202�

COMPETENT PERSON’S STATEMENT

Information in this report that relates to exploration results from Western Australia, New South Wales and Finland is based on information compiled by John Bartlett who is an employee and equity holder of the company. Mr Bartlett is a member of the Australasian Institute of Mining and Metallurgy (MAusIMM) and has sufficient experience of relevance to the style of mineralisation and the types of deposits under consideration, and to the activities undertaken, to qualify as Competent Person as defined in the 2012 Edition of the Joint Ore Reserves Committee (JORC) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Bartlett consents to the inclusion in this report of the matters based on information in the form and context in which it appears.

FORWARD LOOKING STATEMENTS

This MD&A contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Sakumpu’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as ”plans”, ”expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, ”anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, ”will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein may include, but are not limited to, the ability of Sakumpu to successfully achieve business objectives, and expectations for other economic, business, and/or competitive factors. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Sakumpu to control or predict, that may cause Sakumpu' actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors.

Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Sakumpu believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements.

The forward-looking information and forward-looking statements contained in this MD&A is made as of the date of this MD&A, and Sakumpu does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws.

All subsequent written and oral forward-looking information and statements attributable to Sakumpu or persons acting on its behalf are expressly qualified in its entirety by this notice. Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this MD&A.

�

SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS For the 3 and � months ended 3� March 202�

SUMMARY OF QUARTERLY RESULTS

The following tables set out selected financial information for the Company. The selected financial information should only be read in conjunction with the Company’s financial statements, including the notes thereto, for the same periods.

		Three months to March 31, 2024	Three months to March 31, 2023	Nine months to March 31, 2024	Nine months to March 31, 2023
	Financial Results Total income for the year Total expenses for the year Loss for the year Loss for the year after income tax Basic and diluted earnings/(loss) per share Net cash used in operating activities Net cash used in investing activities Net cash provided by financing activities Change in cash Financial Position Total assets Total liabilities Shareholders equity	€ - (105,610) (105,610) (105,610) (1,056) (175,926) - 107,340 (68,586) 140,369 18,153 122,216	€ - (159,310) (159,310) (159,310) (1,593) (174,943) 1,468 157,582 (15,893) 187,018 37,637 149,381	€ 54,892 (200,994) (146,102) (146,102) (1,461) (265,748) 21,892 185,125 (58,731) 140,369 18,153 122,216	€ 29,611 (347,973) (318,362) (318,362) (3,184) (354,107) 31,079 181,731 (141,297) 187,018 37,637 149,381

Year-on-year comparison

Overall decrease in losses since the previous financial year is a result of a reduction of exploration activity. The change in total assets year on year is a result of a changing cash balance and sale of fixed assets.

SUMMARY OF QUARTERLY RESULTS

The following information is derived from the Company’s interim financial statements prepared in accordance with IFRS applicable to interim financial reporting. The information below should be read in conjunction with the Company’s financial statements for the same periods. Consistent with the preparation and presentation of the Annual Financial Statements, the unaudited quarterly results are presented in Euro.

	31 Mar 2024	31 Dec 2023	30 Sep 2023	30 Jun 2023	31 Mar 2023	31 Dec 2022	30 Sep 2022	30 Jun 2022	31 Mar 2022
	€	€	€	€	€	€	€	€	€
Income	33,000	21,892	-	-	-	-	29,611	-	-
Net loss for the period	(105,610)	(4,892)	(35,600)	198,637	(159,310)	(86,977)	(72,076)	(45,605)	(164,356)
Loss per share (basic and diluted)	(1,056)	(49)	(356)	1,986	(1,593)	(870)	(721)	(456)	(1,644)

�

SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS For the 3 and � months ended 3� March 202�

LIQUIDITY

The Company has a working capital position at 31 March 2024 of €121,286 including cash of €88,830, to fund the next 12 months of exploration and general and administrative expenditures. The Company is dependent upon its parent company to fund operations. These factors indicate the existence of a material uncertainty that may raise doubt about the Company’s ability to continue as a going concern. The Company has no debt obligations and no commitments other than as described herein and in is financial statements. Management expects to have sufficient working capital to fund operating costs through to at least June 2025.

SHARE CAPITAL

There were no material movements in the Company’s share capital in the period ended March 31, 2024.

CAPITAL RESOURCES

The Company is dependent upon funding from its parent company. Company manages its capital structure and makes adjustments in light of changes in economic conditions and the risk characteristics of the underlying assets. Management currently believes that the Company has the cash required to fund operations for the next 12 months but additional funds will be required from its parent entity.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

TRANSACTIONS BETWEEN RELATED PARTIES

Key management personnel include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole, and are considered related parties. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers. Payments to key management personnel in the period ended March 31, 2024 were made pursuant to their contracts and agreements in place and consist of cash-based payments.

During the three months and nine months ended March 31, 2024, no common shares were issued to related parties of the Company.

PROPOSED TRANSACTIONS

Refer to the events subsequent to year end paragraph below, disclosing the proposed transaction expected to occur in the 2023/2024 financial year.

EVENTS SUBSEQUENT TO YEAR END

On 4 March 2024 the S2 Resources Ltd announced it had signed a letter of intent in which Outback Goldfields a Vancouver based TSX.V listed company would purchase Sakumpu Exploration Oy for a total consideration of C$7 million, comprising C$1.5 million in cash and C$5.5 million in shares in Outback.

The transaction is subject to a number of terms and conditions with the key terms set out in the LOI summarised below.

• Outback to buy the Company which is the holder of exploration assets including the Aarnivalkea gold prospect, and interests in two current exploration earn in deals with Kinross Gold Corporation and Rupert Resources

• As consideration the Parent Entity will receive C$1.5 million (approximately A$1.7 million) cash andC$5.5 million (approximately A$6.2 million) worth of Outback shares at a deemed issuance price equal to shares issued pursuant to the Offering

�

SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS For the 3 and � months ended 3� March 202�

• Outback will undertake a concurrent financing to raise a minimum C$5 million gross via a non-brokered private placement (the “Offering”) to continue exploring the Finnish tenure.

• S2 Resources Ltd will own a significant portion (possibly 35-45%) of Outback post-financing.

The parties are now committed to proceeding with the transaction subject to the terms and conditions of the LOI, which include:

• Negotiation and execution of a Definitive Agreement

• Completion of the Offering

• Approval of shareholders of Outback

• Preparation of a NI43-101 compliant technical report(s) acceptable to the TSXV and Outback

On 10 May 2024 the Company announced that the definitive agreement (Share Purchase Agreement) was entered into between S2 Resources and Outback Gold Fields Corporation, with both parties now working together to conclude the transaction.

CRITICAL JUDGEMENTS AND ESTIMATES

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Estimates are reviewed on an ongoing basis based on historical experience and other factors considered relevant under the circumstances. Revisions to estimates on the resulting effects of carrying amounts of the Company’s’ assets and liabilities are accounted for prospectively.

Following is a summary of the key assumptions concerning the future and other key sources of estimation at reporting date that have not been disclosed elsewhere in these financial statements.

Exploration and evaluation expenditure

Exploration and evaluation costs have been capitalised on the basis that activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. Key judgements are applied in considering costs to be capitalised which includes determining expenditures directly related to these activities and allocating overheads between those that are expensed and capitalised.

NEW AND REVISED ACCOUNTING STANDARDS AND INTERPRETATIONS ADOPTED

The Company has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board that are mandatory for the current financial year. The adoption of these did not have a material impact on the Company. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. There are no other standards that are not yet effective that would be expected to have a material impact on the Company.

GOING CONCERN

The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business.

As disclosed in the financial statements, the Company incurred a loss of €146,102 and had net cash outflows from operating activities of €265,748 and net cash inflows from investing activities of €21,892 for the period ended 31 March 2024. The ability of the Company to continue as a going concern is principally dependent upon the ability of the Company to secure funds from its parent company and managing cash flows in line with available funds.

These factors indicate a material uncertainty, which may cast significant doubt as to whether the Company will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal

�

SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS

For the 3 and � months ended 3� March 202�

course of business and at the amounts stated in the financial report.

The directors believe that there are reasonable grounds to believe that the Company will be able to continue as a going concern, as it plans to issue additional equity securities to raise further working capital. The directors are confident the Company will continue to be able to receive funding from its parent company to fund the ongoing operations of the Company.

Accordingly, the directors believe that the Company will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report.

The financial report does not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary if the Company does not continue as a going concern.

OUTSTANDING SHARE DATA

The Company has 100 shares on issue, with no changes over the last three financial years.

CONTINGENT ASSETS AND LIABILITIES

Contingent Assets

The Company had no contingent assets as at 31 March 2024.

Contingent Liabilities

The Company had no contingent assets as at 31 March 2024.

FINANCIAL INSTRUMENTS AND RISKS

The Company’s principal financial instruments comprise cash and short-term deposits. The Company has various other financial assets and liabilities such as other receivables and payables, which arise directly from its operations.

The Company’s activities expose it to a variety of financial risks, including, credit risk, liquidity risk, foreign exchange rate risk and cash flow interest rate risk. The Company is not exposed to price risk.

Risk management is carried out by the Board of Directors of the Company, who evaluates and agrees upon risk management and objectives.

(a) Interest rate risk

The Company is not materially exposed to interest rate risk.

(b) Credit risk

The Company does not have any significant concentrations of credit risk. Credit risk is managed by the Board of Directors and arises from cash and cash equivalents as well as credit exposure including outstanding receivables.

All cash balances held in Finland are held at internationally recognized institutions.

The maximum exposure to credit risk at reporting date is the carrying amount of the financial assets disclosed within the financial report.

The credit quality of financial assets that are neither past due nor impaired can be assessed by reference to external credit ratings (if available) or to historical information about default rates.

(c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash balances and access to equity funding.

The Company’s’ exposure to the risk of changes in market interest rates relate primarily to cash assets.

The Directors monitor the cash-burn rate of the Company on an on-going basis against budget and the maturity profiles of financial assets and liabilities to manage its liquidity risk.

��

SAKUMPU EXPLORATION OY MANAGEMENT'S DISCUSSION & ANALYSIS

For the 3 and � months ended 3� March 202�

The financial liabilities the Company had at reporting date were other payables incurred in the normal course of the business. These were non-interest bearing and were due within the normal 30-60 days terms of creditor payments.

Maturity analysis for financial liabilities

Financial liabilities of the Company comprise trade and other payables. As at 30 June 2023 all financial liabilities are contractually maturing within 60 days.

(d) Foreign currency risk

Foreign exchange risks arise when future commercial transactions and recognised financial assets and financial liabilities are denominated in a currency that is not the entity’s functional currency.

The Company is primarily exposed to the fluctuations in the Euro, as the Company holds cash in Euros and much of the Company’s’ exploration costs and contracts are denominated in Euros.

As the Company’s’ operations develop and expand, the Company will develop and implement a more sophisticated foreign exchange risk strategy, which will include the use of Forward Exchange Contracts and sophisticated treasury products.

��

SCHEDULE “I” – PRO FORMA FINANCIAL STATEMENTS

(Attached)

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SCHEDULE “J” – EQUITY COMPENSATION PLANS

(Attached)

118

SKARB EXPLORATION CORP.

STOCK OPTION PLAN

Dated November 19, 2020

TABLE OF CONTENTS

SKARB EXPLORATION CORP.

Page No.

ARTICLE 1 DEFINITIONS AND INTERPRETATION ........................................................................................ 1	ARTICLE 1 DEFINITIONS AND INTERPRETATION ........................................................................................ 1
1.1	DEFINITIONS.................................................................................................................................................... 1
1.2	CHOICE OFLAW............................................................................................................................................... 5
1.3	HEADINGS........................................................................................................................................................ 6
ARTICLE 2 PURPOSE AND PARTICIPATION .................................................................................................... 6
2.1	PURPOSE OFPLAN............................................................................................................................................ 6
2.2	PARTICIPATION INPLAN................................................................................................................................... 6
2.3	LIMITS ONOPTIONGRANTS............................................................................................................................. 6
2.4	NOTIFICATION OFGRANT................................................................................................................................. 7
2.5	COPY OFPLAN................................................................................................................................................. 7
2.6	LIMITATION ONSERVICE.................................................................................................................................. 7
2.7	NOOBLIGATION TOEXERCISE......................................................................................................................... 7
2.8	AGREEMENT..................................................................................................................................................... 7
2.9	NOTICE............................................................................................................................................................ 7
2.10	REPRESENTATION TOEXCHANGE................................................................................................................ 8
ARTICLE 3 NUMBER OF SHARES UNDER PLAN ............................................................................................. 8
3.1	BOARD TOAPPROVEISSUANCE OFSHARES..................................................................................................... 8
3.2	NUMBER OFSHARES........................................................................................................................................ 8
3.3	FRACTIONALSHARES....................................................................................................................................... 8
ARTICLE 4 GRANT OF OPTIONS ......................................................................................................................... 8
4.1	GRANT OFOPTIONS.......................................................................................................................................... 8
4.2	RECORD OFOPTIONGRANTS........................................................................................................................... 8
4.3	EFFECT OFPLAN.............................................................................................................................................. 9
ARTICLE 5 TERMS AND CONDITIONS OF OPTIONS ..................................................................................... 9
5.1	EXERCISEPERIOD OFOPTION.......................................................................................................................... 9
5.2	NUMBER OFSHARESUNDEROPTION............................................................................................................... 9
5.3	EXERCISEPRICE OFOPTION............................................................................................................................. 9
5.4	TERMINATION OFOPTION.............................................................................................................................. 10
5.5	VESTING OFOPTION ANDACCELERATION..................................................................................................... 11
5.6	ADDITIONALTERMS...................................................................................................................................... 12
ARTICLE 6 TRANSFERABILITY OF OPTIONS ............................................................................................... 12
6.1	NON-TRANSFERABLE..................................................................................................................................... 12
6.2	DEATH OFOPTIONHOLDER........................................................................................................................... 12
6.3	DISABILITY OFOPTIONHOLDER.................................................................................................................... 12
6.4	DISABILITY ANDDEATH OFOPTIONHOLDER................................................................................................ 12
6.5	VESTING......................................................................................................................................................... 13
6.6	DEEMEDNON-INTERRUPTION OFENGAGEMENT............................................................................................ 13
ARTICLE 7 EXERCISE OF OPTION ................................................................................................................... 13
7.1	EXERCISE OFOPTION..................................................................................................................................... 13
7.2	ISSUE OFSHARECERTIFICATES...................................................................................................................... 13
7.3	NORIGHTS ASSHAREHOLDER....................................................................................................................... 13
ARTICLE 8 ADMINISTRATION ........................................................................................................................... 14

8.1	BOARD ORCOMMITTEE.................................................................................................................................. 14
8.2	APPOINTMENT OFCOMMITTEE....................................................................................................................... 14
8.3	QUORUM ANDVOTING................................................................................................................................... 14
8.4	POWERS OFCOMMITTEE................................................................................................................................ 14
8.5	ADMINISTRATION BYCOMMITTEE................................................................................................................. 15
8.6	INTERPRETATION........................................................................................................................................... 15
ARTICLE 9 APPROVALS AND AMENDMENT ................................................................................................. 16
9.1	SHAREHOLDERAPPROVAL OFPLAN.............................................................................................................. 16
9.2	AMENDMENT OFOPTION ORPLAN................................................................................................................. 16
ARTICLE 10 CONDITIONS PRECEDENT TO ISSUANCE OF OPTIONS AND SHARES .......................... 16
10.1	COMPLIANCE WITHLAWS......................................................................................................................... 16
10.2	OBLIGATION TOOBTAINREGULATORYAPPROVALS................................................................................. 16
10.3	INABILITY TOOBTAINREGULATORYAPPROVALS.................................................................................... 17
10.4	WITHHOLDINGTAXREQUIREMENTS......................................................................................................... 17
ARTICLE 11 ADJUSTMENTS AND TERMINATION ....................................................................................... 17
11.1	TERMINATION OFPLAN............................................................................................................................. 17
11.2	NOGRANTDURINGSUSPENSION OFPLAN................................................................................................ 18
11.3	ALTERATION INCAPITALSTRUCTURE....................................................................................................... 18
11.4	TRIGGERINGEVENTS................................................................................................................................. 18
11.5	NOTICE OFTERMINATION BYTRIGGERINGEVENT.................................................................................... 19
11.6	DETERMINATIONS TO BEMADEBYCOMMITTEE....................................................................................... 19
11.7	OPTIONSGRANTED TOU.S. RESIDENTS ORCITIZENS............................................................................... 19

1

SKARB EXPLORATION CORP.

STOCK OPTION PLAN

(the “Plan”)

ARTICLE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

As used herein, unless anything in the subject matter or context is inconsistent therewith, the following terms will have the meanings set forth below:

• (a) “ Administrator ” means such Executive or Employee of the Company as may be designated as Administrator by the Committee from time to time, if any.

• (b) “ Associate ” means, where used to indicate a relationship with any person:

• (i) any relative, including the spouse of that person or a relative of that person’s spouse, where the relative has the same home as the person;

• (ii) any partner, other than a limited partner, of that person;

• (iii) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity; and

• (iv) any corporation of which such person beneficially owns or controls, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all outstanding voting securities of the corporation.

• (c) “ Board ” means the board of directors of the Company.

• (d) “ Change of Control ” means an occurrence when either:

• (i) a Person or Entity, other than the current “control person” of the Company (as that term is defined in the Securities Act), becomes a “control person” of the Company; or

• (ii) a majority of the directors elected at any annual or extraordinary general meeting of shareholders of the Company are not individuals nominated by the Company’s then-incumbent Board.

• (e) “ Committee ” means a committee of the Board appointed in accordance with this Plan or if no such committee is appointed, the Board itself.

• (f) “ Company ” means Skarb Exploration Corp.

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• (g) “ Consultant ” means an individual who:

• (i) is engaged to provide, on an ongoing bona fide basis, consulting, technical, management or other services to the Company or any Subsidiary other than services provided in relation to a “distribution” (as that term is described in the Securities Act);

• (ii) provides the services under a written contract between the Company or any Subsidiary and the individual or a Consultant Entity (as defined in paragraph (v) below);

• (iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or any Subsidiary; and

• (iv) has a relationship with the Company or any Subsidiary that enables the individual to be knowledgeable about the business and affairs of the Company or is otherwise permitted by applicable Regulatory Rules to be granted Options as a Consultant or as an equivalent thereof,

and includes:

• (v) a corporation of which the individual is an employee or shareholder or a partnership of which the individual is an employee or partner (a “ Consultant Entity ”); or

• (vi) an RRSP or RRIF established by or for the individual under which he or she is the beneficiary.

• (h) “ Disability ” means a medically determinable physical or mental impairment expected to result in death or to last for a continuous period of not less than 12 months, and which causes an individual to be unable to engage in any substantial gainful activity, or any other condition of impairment that the Committee, acting reasonably, determines constitutes a disability.

• (i) “ Employee ” means:

• (i) an individual who works full-time or part-time for the Company or any Subsidiary and such other individual as may, from time to time, be permitted by applicable Regulatory Rules to be granted Options as an employee or as an equivalent thereto; or

• (ii) an individual who works for the Company or any Subsidiary either fulltime or 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 Company or any Subsidiary over the details and methods of work as an employee of the

3

Company or any Subsidiary, but for whom income tax deductions are not made at source,

and includes:

• (iii) a corporation wholly-owned by such individual; and

• (iv) any RRSP or RRIF established by or for such individual under which he or she is the beneficiary.

• (j) “ Executive ” means an individual who is a director or officer of the Company or a Subsidiary, and includes:

• (i) a corporation wholly-owned by such individual; and

• (ii) any RRSP or RRIF established by or for such individual under which he or she is the beneficiary.

• (k) “ Exercise Notice ” means the written notice of the exercise of an Option, in the form set out as Schedule “B” hereto, duly executed by the Option Holder.

• (l) “ Exercise Period ” means the period during which a particular Option may be exercised and is the period from and including the Grant Date through to and including the Expiry Time on the Expiry Date provided, however, that no Option can be exercised unless and until all necessary Regulatory Approvals have been obtained.

• (m) “ Exercise Price ” means the price at which an Option is exercisable as determined in accordance with section 5.3.

• (n) “ Expiry Date ” means the date the Option expires as set out in the Option Certificate or as otherwise determined in accordance with sections 5.4, 6.2, 6.3, 6.4 or 11.4.

• (o) “ Expiry Time ” means the time the Option expires on the Expiry Date, which is 5:00 p.m. local time in Vancouver, British Columbia on the Expiry Date.

• (p) “ Grant Date ” means the date on which the Committee grants a particular Option, which is the date the Option comes into effect provided however that no Option can be exercised unless and until all necessary Regulatory Approvals have been obtained.

• (q) “ Insider ” means an insider as that term is defined in the Securities Act;

• (r) “ Market Value ” means the market value of the Shares as determined in accordance with section 5.3.

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• (s) “ Option ” means an incentive share purchase option granted pursuant to this Plan entitling the Option Holder to purchase Shares of the Company.

• (t) “ Option Certificate ” means the certificate, in substantially the form set out as Schedule “A” hereto, evidencing the Option.

• (u) “ Option Holder ” means a Person or Entity who holds an unexercised and unexpired Option or, where applicable, the Personal Representative of such person.

• (v) “ Outstanding Issue ” means the number of Shares that are outstanding (on a nondiluted basis) immediately prior to the Share issuance or grant of Option in question.

• (w) “ Person or Entity ” means an individual, natural person, corporation, government or political subdivision or agency of a government, and where two or more persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of an issuer, such partnership, limited partnership, syndicate or group shall be deemed to be a Person or Entity.

• (x) “ Personal Representative ” means:

• (i) in the case of a deceased Option Holder, the executor or administrator of the deceased duly appointed by a court or public authority having jurisdiction to do so; and

• (ii) in the case of an Option Holder who for any reason is unable to manage his or her affairs, the person entitled by law to act on behalf of such Option Holder.

• (y) “ Plan ” means this stock option plan as from time to time amended.

• (z) “ Regulatory Approvals ” means any necessary approvals of the Regulatory Authorities as may be required from time to time for the implementation, operation or amendment of this Plan or for the Options granted from time to time hereunder.

• (aa) “ Regulatory Authorities ” means all organized trading facilities on which the Shares are listed, and all securities commissions or similar securities regulatory bodies having jurisdiction over the Company, this Plan or the Options granted from time to time hereunder.

• (bb) “ Regulatory Rules ” means all corporate and securities laws, regulations, rules, policies, notices, instruments and other orders of any kind whatsoever which may, from time to time, apply to the implementation, operation or amendment of this Plan or the Options granted from time to time hereunder including, without limitation, those of the applicable Regulatory Authorities.

5

• (cc) “ Securities Act ” means the Securities Act (British Columbia), RSBC 1996, c.418 as from time to time amended.

• (dd) “ Share ” or “ Shares ” means, as the case may be, one or more common shares without par value in the capital stock of the Company.

• (ee) “ Subsidiary ” means a wholly-owned or controlled subsidiary corporation of the Company.

• (ff) “ Triggering Event ” means:

• (i) the proposed dissolution, liquidation or wind-up of the Company;

• (ii) a proposed merger, amalgamation, arrangement or reorganization of the Company with one or more corporations as a result of which, immediately following such event, the shareholders of the Company as a group, as they were immediately prior to such event, are expected to hold less than a majority of the outstanding capital stock of the surviving corporation;

• (iii) the proposed acquisition of all or substantially all of the issued and outstanding shares of the Company by one or more Persons or Entities;

• (iv) a proposed Change of Control of the Company;

• (v) the proposed sale or other disposition of all or substantially all of the assets of the Company; or

• (vi) a proposed material alteration of the capital structure of the Company which, in the opinion of the Committee, is of such a nature that it is not practical or feasible to make adjustments to this Plan or to the Options granted hereunder to permit the Plan and Options granted hereunder to stay in effect.

• (gg) “ Exchange ” means the stock exchange on which the Shares are listed

• (hh) “ Vest ” or “ Vesting ” means that a portion of the Option granted to the Option Holder which is available to be exercised by the Option Holder at any time and from time to time.

1.2 Choice of Law

The Plan is established under, and the provisions of the Plan shall be subject to and interpreted and construed in accordance with, the laws of the Province of British Columbia. The Company and each Option Holder hereby attorn to the exclusive jurisdiction of the Courts of British Columbia in respect of any legal proceedings relating to the Plan or Options granted hereunder.

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1.3 Headings

The headings used herein are for convenience only and are not to affect the interpretation of the Plan.

ARTICLE 2 PURPOSE AND PARTICIPATION

2.1 Purpose of Plan

The purpose of the Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified Executives, Employees and Consultants, to incent such individuals to contribute toward the long term goals of the Company, and to encourage such individuals to acquire Shares of the Company as long term investments.

2.2 Participation in Plan

The Committee shall, from time to time and in its sole discretion, determine those Executives, Employees and Consultants, if any, to whom Options are to be granted.

2.3 Limits on Option Grants

If the Company is listed on the Exchange, the following limitations shall apply to the Plan and all Options thereunder so long as such limitations are required by the Exchange:

• (a) the maximum number of Options which may be granted to any one Option Holder under the Plan within any 12 month period shall be 5% of the Outstanding Issue (unless the Company has obtained disinterested shareholder approval as required by the Exchange);

• (b) the maximum number of Options which may be granted to Insiders within any 12 month period must not exceed 10% of the Outstanding Issue (including any Options which are granted and exercised within that 12 month period unless the Company has obtained disinterested shareholder approval as required by the Exchange);

• (c) with respect to section 5.1, the Expiry Date of an Option shall be no later than the tenth anniversary of the Grant Date of such Option;

• (d) the maximum number of Options which may be granted to any one Consultant within any 12 month period must not exceed 2% of the Outstanding Issue; and

• (e) the maximum number of Options which may be granted within any 12 month period to Employees or Consultants engaged in investor relations activities must not exceed 2% of the Outstanding Issue and such options must vest in stages over 12 months with no more than 25% of the Options vesting in any three month period,

7

and such limitation will not be an amendment to this Plan requiring the Option Holders consent under section 9.2.

2.4 Notification of Grant

Following the granting of an Option, the Administrator shall, within a reasonable period of time, notify the Option Holder in writing of the grant and shall enclose with such notice the Option Certificate representing the Option so granted. In no case will the Company be required to deliver an Option Certificate to an Option Holder until such time as the Company has obtained all necessary Regulatory Approvals for the grant of the Option.

2.5 Copy of Plan

Each Option Holder, concurrently with the notice of the grant of the Option, shall be provided with a copy of the Plan. A copy of any amendment to the Plan shall be promptly provided by the Administrator to each Option Holder.

2.6 Limitation on Service

The Plan does not give any Option Holder that is an Executive the right to serve or continue to serve as an Executive of the Company or any Subsidiary, nor does it give any Option Holder that is an Employee or Consultant the right to be or to continue to be employed or engaged by the Company or any Subsidiary.

2.7 No Obligation to Exercise

Option Holders shall be under no obligation to exercise Options granted under this Plan.

2.8 Agreement

The Company and every Option Holder granted an Option hereunder shall be bound by and subject to the terms and conditions of this Plan. By accepting an Option granted hereunder, the Option Holder has expressly agreed with the Company to be bound by the terms and conditions of this Plan. In the event that the Option Holder receives his, her or its Options pursuant to an oral or written agreement with the Company or a Subsidiary, whether such agreement is an employment agreement, consulting agreement or any other kind of agreement of any kind whatsoever, the Option Holder acknowledges that in the event of any inconsistency between the terms relating to the grant of such Options in that agreement and the terms attaching to the Options as provided for in this Plan, the terms provided for in this Plan shall prevail and the other agreement shall be deemed to have been amended accordingly.

2.9 Notice

Any notice, delivery or other correspondence of any kind whatsoever to be provided by the Company to an Option Holder will be deemed to have been provided if provided to the last home address, fax number or email address of the Option Holder in the records of the Company and the Company shall be under no obligation to confirm receipt or delivery.

8

2.10 Representation to Exchange

As a condition precedent to the issuance of an Option, the Company and the Option Holder must be able to represent to the Exchange as of the Grant Date that the Option Holder is a bona fide Executive, Employee or Consultant of the Company or any Subsidiary. The Option Certificate to which the Option Holder is a party must contain such a representation by the Option Holder.

ARTICLE 3 NUMBER OF SHARES UNDER PLAN

3.1 Board to Approve Issuance of Shares

The Board shall approve by resolution the issuance of all Shares to be issued to Option Holders upon the exercise of Options, such authorization to be deemed effective as of the Grant Date of such Options regardless of when it is actually done. The Board shall be entitled to approve the issuance of Shares in advance of the Grant Date, retroactively after the Grant Date, or by a general approval of this Plan.

3.2 Number of Shares

Subject to adjustment as provided for herein, if the Company is listed on the Exchange, the number of Shares which will be available for purchase pursuant to Options granted pursuant to this Plan will not exceed 10% of the number of Shares which are issued and outstanding on the particular date of grant of Options. If any Option expires or otherwise terminates for any reason without having been exercised in full, the number of Shares in respect of such expired or terminated Option shall again be available for the purposes of granting Options pursuant to this Plan.

3.3 Fractional Shares

No fractional shares shall be issued upon the exercise of any Option and, if as a result of any adjustment, an Option Holder would become entitled to a fractional share, such Option Holder shall have the right to purchase only the next lowest whole number of Shares and no payment or other adjustment will be made for the fractional interest.

ARTICLE 4 GRANT OF OPTIONS

4.1 Grant of Options

The Committee shall, from time to time in its sole discretion, grant Options to such Persons or Entities and on such terms and conditions as are permitted under this Plan.

4.2 Record of Option Grants

The Committee shall be responsible to maintain a record of all Options granted under this Plan and such record shall contain, in respect of each Option:

9

• (a) the name and address of the Option Holder;

• (b) the category (Executive, Employee or Consultant) under which the Option was granted to him, her or it;

• (c) the Grant Date and Expiry Date of the Option;

• (d) the number of Shares which may be acquired on the exercise of the Option and the Exercise Price of the Option;

• (e) the vesting and other additional terms, if any, attached to the Option; and

• (f) the particulars of each and every time the Option is exercised.

4.3 Effect of Plan

All Options granted pursuant to the Plan shall be subject to the terms and conditions of the Plan notwithstanding the fact that the Option Certificates issued in respect thereof do not expressly contain such terms and conditions but instead incorporate them by reference to the Plan. The Option Certificates will be issued for convenience only and in the case of a dispute with regard to any matter in respect thereof, the provisions of the Plan and the records of the Company shall prevail over the terms and conditions in the Option Certificate, save and except as noted below. Each Option will also be subject to, in addition to the provisions of the Plan, the terms and conditions contained in the schedules, if any, attached to the Option Certificate for such Option. Should the terms and conditions contained in such schedules be inconsistent with the provisions of the Plan, such terms and conditions will supersede the provisions of the Plan.

ARTICLE 5 TERMS AND CONDITIONS OF OPTIONS

5.1 Exercise Period of Option

Subject to sections 5.4, 6.2, 6.3, 6.4 and 11.4, the Grant Date and the Expiry Date of an Option shall be the dates fixed by the Committee at the time the Option is granted and shall be set out in the Option Certificate issued in respect of such Option.

5.2 Number of Shares Under Option

The number of Shares which may be purchased pursuant to an Option shall be determined by the Committee and shall be set out in the Option Certificate issued in respect of the Option.

5.3 Exercise Price of Option

The Exercise Price at which an Option Holder may purchase a Share upon the exercise of an Option shall be determined by the Committee and shall be set out in the Option Certificate issued in respect of the Option. The Exercise Price shall not be less than the Market Value of the Shares as of the Grant Date. The Market Value of the Shares for a particular Grant Date shall be determined as follows:

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• (a) for each organized trading facility on which the Shares are listed, Market Value will be the closing trading price of the Shares on the day immediately preceding the Grant Date, and may be less than this price if it is within the discounts permitted by the applicable Regulatory Authorities;

• (b) if the Company’s Shares are listed on more than one organized trading facility, the Market Value shall be the Market Value as determined in accordance with subparagraph (a) above for the primary organized trading facility on which the Shares are listed, as determined by the Committee, subject to any adjustments as may be required to secure all necessary Regulatory Approvals;

• (c) if the Company’s Shares are listed on one or more organized trading facilities but have not traded during the ten trading days immediately preceding the Grant Date, then the Market Value will be, subject to any adjustments as may be required to secure all necessary Regulatory Approvals, such value as is determined by the Committee; and

• (d) if the Company’s Shares are not listed on any organized trading facility, then the Market Value will be, subject to any adjustments as may be required to secure all necessary Regulatory Approvals, such value as is determined by the Committee to be the fair value of the Shares, taking into consideration all factors that the Committee deems appropriate, including, without limitation, recent sale and offer prices of the Shares in private transactions negotiated at arms’ length.

Notwithstanding anything else contained herein, in no case will the Market Value be less than the minimum prescribed by each of the organized trading facilities that would apply to the Company on the Grant Date in question.

5.4 Termination of Option

Subject to such other terms or conditions that may be attached to Options granted hereunder, an Option Holder may exercise an Option in whole or in part at any time and from time to time during the Exercise Period. Any Option or part thereof not exercised within the Exercise Period shall terminate and become null, void and of no effect as of the Expiry Time on the Expiry Date. The Expiry Date of an Option shall be the earlier of the date so fixed by the Committee at the time the Option is granted as set out in the Option Certificate and the date established, if applicable, in paragraphs (a) or (b) below or sections 6.2, 6.3, 6.4 and 11.4 of this Plan:

• (a) Ceasing to Hold Office - In the event that the Option Holder holds his or her Option as an Executive and such Option Holder ceases to hold such position other than by reason of death or Disability, the Expiry Date of the Option shall be, unless otherwise determined by the Committee and expressly provided for in the Option Certificate, the 30th day following the date the Option Holder ceases to hold such position unless the Option Holder ceases to hold such position as a result of:

• (i) ceasing to meet the qualifications set forth in the corporate legislation applicable to the Company;

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• (ii) a special resolution having been passed by the shareholders of the Company removing the Option Holder as a director of the Company or any Subsidiary; or

• (iii) an order made by any Regulatory Authority having jurisdiction to so order;

in which case the Expiry Date shall be the date the Option Holder ceases to hold such position; or

• (b) Ceasing to be Employed or Engaged - In the event that the Option Holder holds his or her Option as an Employee or Consultant and such Option Holder ceases to hold such position other than by reason of death or Disability, the Expiry Date of the Option shall be, unless otherwise determined by the Committee and expressly provided for in the Option Certificate, the 30th day following the date the Option Holder ceases to hold such position, unless the Option Holder ceases to hold such position as a result of:

• (i) termination for cause;

• (ii) resigning his or her position;

• (iii) an order made by any Regulatory Authority having jurisdiction to so order;

in which case the Expiry Date shall be the date the Option Holder ceases to hold such position.

In the event that the Option Holder ceases to hold the position of Executive, Employee or Consultant for which the Option was originally granted, but comes to hold a different position as an Executive, Employee or Consultant prior to the expiry of the Option, the Committee may, in its sole discretion, choose to permit the Option to stay in place for that Option Holder with such Option then to be treated as being held by that Option Holder in his or her new position and such will not be considered to be an amendment to the Option in question requiring the consent of the Option Holder under section 9.2. Notwithstanding anything else contained herein, in no case will an Option be exercisable later than the Expiry Date of the Option.

5.5 Vesting of Option and Acceleration

The vesting schedule for an Option, if any, shall be determined by the Committee and shall be set out in the Option Certificate issued in respect of the Option. The Committee may elect, at any time, to accelerate the vesting schedule of one or more Options including, without limitation, on a Triggering Event, and such acceleration will not be considered an amendment to the Option in question requiring the consent of the Option Holder under section 9.2.

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5.6 Additional Terms

Subject to all applicable Regulatory Rules and all necessary Regulatory Approvals, the Committee may attach additional terms and conditions to the grant of a particular Option, such terms and conditions to be set out in a schedule attached to the Option Certificate. The Option Certificates will be issued for convenience only, and in the case of a dispute with regard to any matter in respect thereof, the provisions of this Plan and the records of the Company shall prevail over the terms and conditions in the Option Certificate, save and except as noted below. Each Option will also be subject to, in addition to the provisions of the Plan, the terms and conditions contained in the schedules, if any, attached to the Option Certificate for such Option. Should the terms and conditions contained in such schedules be inconsistent with the provisions of the Plan, such terms and conditions will supersede the provisions of the Plan.

ARTICLE 6 TRANSFERABILITY OF OPTIONS

6.1 Non-transferable

Except as provided otherwise in this ARTICLE 6, Options are non-assignable and nontransferable.

6.2 Death of Option Holder

In the event of the Option Holder’s death, any Options held by such Option Holder shall pass to the Personal Representative of the Option Holder and shall be exercisable by the Personal Representative on or before the date which is the earlier of one year following the date of death and the applicable Expiry Date.

6.3 Disability of Option Holder

If the employment or engagement of an Option Holder as an Employee or Consultant or the position of an Option Holder as a director or officer of the Company or a Subsidiary is terminated by the Company by reason of such Option Holder’s Disability, any Options held by such Option Holder shall be exercisable by such Option Holder or by the Personal Representative on or before the date which is the earlier of one year following the termination of employment, engagement or appointment as a director or officer and the applicable Expiry Date.

6.4 Disability and Death of Option Holder

If an Option Holder has ceased to be employed, engaged or appointed as a director or officer of the Company or a Subsidiary by reason of such Option Holder’s Disability and such Option Holder dies within one year after the termination of such engagement, any Options held by such Option Holder that could have been exercised immediately prior to his or her death shall pass to the Personal Representative of such Option Holder and shall be exercisable by the Personal Representative on or before the date which is the earlier of one year following the death of such Option Holder and the applicable Expiry Date.

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6.5 Vesting

Notwithstanding any vesting schedule to which Options are subject, Options shall cease to vest immediately if the employment or engagement of an Option Holder as an Employee or Consultant or the position of an Option Holder as a director or officer of the Company or a Subsidiary is terminated for any reason whatsoever. In which case, the Option Holder may only exercise such number of Options that are vested as at the date of termination of such Option Holder’s employment, engagement or appointment as a director or officer.

6.6 Deemed Non-Interruption of Engagement

Employment or engagement by the Company shall be deemed to continue intact during any military or sick leave or other bona fide leave of absence if the period of such leave does not exceed 90 days or, if longer, for so long as the Option Holder’s right to re-employment or reengagement by the Company is guaranteed either by statute or by contract. If the period of such leave exceeds 90 days and the Option Holder’s re-employment or re-engagement is not so guaranteed, then his or her employment or engagement shall be deemed to have terminated on the ninety-first day of such leave.

ARTICLE 7 EXERCISE OF OPTION

7.1 Exercise of Option

An Option may be exercised only by the Option Holder or the Personal Representative of any Option Holder. An Option Holder or the Personal Representative of any Option Holder may exercise an Option in whole or in part at any time and from time to time during the Exercise Period up to the Expiry Time on the Expiry Date by delivering to the Administrator the required Exercise Notice, the applicable Option Certificate and a certified cheque or bank draft payable to the Company in an amount equal to the aggregate Exercise Price of the Shares then being purchased pursuant to the exercise of the Option.

7.2 Issue of Share Certificates

As soon as reasonably practicable following the receipt of the Exercise Notice, the Administrator shall cause to be delivered to the Option Holder a certificate for the Shares so purchased. All Share Certificates issued pursuant to the Plan shall be subject to the applicable hold periods set by the Regulatory Rules. If the number of Shares so purchased is less than the number of Shares subject to the Option Certificate surrendered, the Administrator shall also provide a new Option Certificate for the balance of Shares available under the Option to the Option Holder concurrent with delivery of the Share Certificate.

7.3 No Rights as Shareholder

Until the date of the issuance of the certificate for the Shares purchased pursuant to the exercise of an Option, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to such Shares, notwithstanding the exercise of the Option, unless the Committee

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determines otherwise. In the event of any dispute over the date of the issuance of the certificates, the decision of the Committee shall be final, conclusive and binding.

ARTICLE 8 ADMINISTRATION

8.1 Board or Committee

The Plan shall be administered by the Board, by a Committee of the Board appointed in accordance with section 8.2, or by an Administrator appointed in accordance with paragraph 8.4(b).

8.2 Appointment of Committee

The Board may at any time appoint a Committee, consisting of not less than two of its members, to administer the Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, consistent with this Plan. Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and appoint new members in their place, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan.

8.3 Quorum and Voting

A majority of the members of the Committee shall constitute a quorum and, subject to the limitations in this ARTICLE 8, all actions of the Committee shall require the affirmative vote of members who constitute a majority of such quorum. Members of the Committee may vote on any matters affecting the administration of the Plan or the grant of Options pursuant to the Plan, except that no such member shall act upon the granting of an Option to himself or herself (but any such member may be counted in determining the existence of a quorum at any meeting of the Committee during which action is taken with respect to the granting of Options to that member). The Committee may approve matters by written resolution signed by a majority of the quorum.

8.4 Powers of Committee

The Committee (or the Board if no Committee is in place) shall have the authority to do the following:

• (a) administer the Plan in accordance with its terms;

• (b) appoint or replace the Administrator from time to time;

• (c) determine all questions arising in connection with the administration, interpretation and application of the Plan, including all questions relating to the Market Value of the Shares;

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• (d) correct any defect, supply any information or reconcile any inconsistency in the Plan in such manner and to such extent as shall be deemed necessary or advisable to carry out the purposes of the Plan;

• (e) prescribe, amend, and rescind rules and regulations relating to the administration of the Plan;

• (f) determine the duration and purposes of leaves of absence from employment or engagement by the Company which may be granted to Option Holders without constituting a termination of employment or engagement for purposes of the Plan;

• (g) do the following with respect to the granting of Options:

• (i) determine the Executives, Employees or Consultants to whom Options shall be granted, based on the eligibility criteria set out in this Plan;

• (ii) determine the terms of the Option to be granted to an Option Holder including, without limitation, the Grant Date, Expiry Date, Exercise Price and vesting schedule (which need not be identical with the terms of any other Option);

• (iii) subject to any necessary Regulatory Approvals and section 9.2, amend the terms of any Options;

• (iv) determine when Options shall be granted; and

• (v) determine the number of Shares subject to each Option;

• (h) accelerate the vesting schedule of any Option previously granted; and

• (i) make all other determinations necessary or advisable, in its sole discretion, for the administration of the Plan.

8.5 Administration by Committee

All determinations made by the Committee in good faith shall be final, conclusive and binding upon all persons. The Committee shall have all powers necessary or appropriate to accomplish its duties under this Plan.

8.6 Interpretation

The interpretation by the Committee of any of the provisions of the Plan and any determination by it pursuant thereto shall be final, conclusive and binding and shall not be subject to dispute by any Option Holder. No member of the Committee or any person acting pursuant to authority delegated by it hereunder shall be personally liable for any action or determination in connection with the Plan made or taken in good faith and each member of the Committee and each such person shall be entitled to indemnification with respect to any such action or determination in the manner provided for by the Company.

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ARTICLE 9 APPROVALS AND AMENDMENT

9.1 Shareholder Approval of Plan

If required by a Regulatory Authority or by the Committee, this Plan may be made subject to the approval of a majority of the votes cast at a meeting of the shareholders of the Company or by a majority of votes cast by disinterested shareholders at a meeting of shareholders of the Company. If shareholder approval is required, any Options granted under this Plan prior to such time will not be exercisable or binding on the Company unless and until such shareholder approval is obtained.

9.2 Amendment of Option or Plan

Subject to any required Regulatory Approvals, the Committee may from time to time amend any existing Option or the Plan or the terms and conditions of any Option thereafter to be granted provided that where such amendment relates to an existing Option and it would:

• (a) materially decrease the rights or benefits accruing to an Option Holder; or

• (b) materially increase the obligations of an Option Holder;

then, unless otherwise excepted out by a provision of this Plan, the Committee must also obtain the written consent of the Option Holder in question to such amendment. If at the time the Exercise Price of an Option is reduced the Option Holder is an Insider of the Company, the Insider must not exercise the option at the reduced Exercise Price until the reduction in Exercise Price has been approved by the disinterested shareholders of the Company, if required by the Exchange.

ARTICLE 10

CONDITIONS PRECEDENT TO ISSUANCE OF OPTIONS AND SHARES

10.1 Compliance with Laws

An Option shall not be granted or exercised, and Shares shall not be issued pursuant to the exercise of any Option, unless the grant and exercise of such Option and the issuance and delivery of such Shares comply with all applicable Regulatory Rules, and such Options and Shares will be subject to all applicable trading restrictions in effect pursuant to such Regulatory Rules and the Company shall be entitled to legend the Option Certificates and the certificates representing such Shares accordingly.

10.2 Obligation to Obtain Regulatory Approvals

In administering this Plan, the Committee will seek any Regulatory Approvals which may be required. The Committee will not permit any Options to be granted without first obtaining the necessary Regulatory Approvals unless such Options are granted conditional upon such Regulatory Approvals being obtained. The Committee will make all filings required with the Regulatory Authorities in respect of the Plan and each grant of Options hereunder. No Option

17

granted will be exercisable or binding on the Company unless and until all necessary Regulatory Approvals have been obtained. The Committee shall be entitled to amend this Plan and the Options granted hereunder in order to secure any necessary Regulatory Approvals and such amendments will not require the consent of the Option Holders under section 9.2.

10.3 Inability to Obtain Regulatory Approvals

The Company shall not be liable with respect to the failure to complete any transaction related to this Plan, including the exercise of Options or the lawful issuance and sale of any Shares pursuant to such Options, if the Company was unable to obtain Regulatory Approval from any applicable Regulatory Authority, which Regulatory Approval is deemed by the Committee to be necessary to complete such transaction.

10.4 Withholding Tax Requirements

Upon exercise of an Option, the Option Holder shall, upon notification of the amount due and prior to the delivery of the certificates representing the Shares, pay to the Company amounts necessary to satisfy applicable federal and provincial withholding tax requirements and, if applicable, Canada Pension Plan contributions, in such amount as determined by the Company, or shall otherwise make arrangements satisfactory to the Company for such requirements. In order to implement this provision, the Company or any related corporation shall have the right to retain and withhold from any payment of cash or Shares under this Plan the amount of taxes and, if applicable, Canada Pension Plan contributions, in such amount as determined by the Company, to be withheld or otherwise deducted and paid with respect to such payment. At its discretion, the Company may require an Option Holder receiving Shares to reimburse the Company for any such taxes and Canada Pension Plan contributions required to be withheld by the Company and withhold any distribution to the Option Holder in whole or in part until the Company is so reimbursed. In lieu thereof, the Company shall have the right to withhold from any other cash amounts due or to become due from the Company to the Option Holder an amount equal to such taxes and, if applicable, Canada Pension Plan contributions as determined by the Company. The Company may also retain and withhold or the Option Holder may elect, subject to approval by the Company at its sole discretion, to have the Company retain and withhold a number of Shares having a market value of not less than the amount of such taxes and, if applicable, Canada Pension Plan contributions, as determined by the Company, required to be withheld by the Company to reimburse the Company for any such taxes and cancel (in whole or in part) any such Shares so withheld.

ARTICLE 11 ADJUSTMENTS AND TERMINATION

11.1 Termination of Plan

Subject to any necessary Regulatory Approvals, the Committee may terminate or suspend the Plan.

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11.2 No Grant During Suspension of Plan

No Option may be granted during any suspension, or after termination, of the Plan. Suspension or termination of the Plan shall not, without the consent of the Option Holder, alter or impair any rights or obligations under any Option previously granted.

11.3 Alteration in Capital Structure

If there is a material alteration in the capital structure of the Company and the Shares are consolidated, subdivided, converted, exchanged, reclassified or in any way substituted for, the Committee shall make such adjustments to this Plan and to the Options then outstanding under this Plan as the Committee determines to be appropriate and equitable under the circumstances, so that the proportionate interest of each Option Holder shall, to the extent practicable, be maintained as before the occurrence of such event. Such adjustments may include, without limitation:

• (a) a change in the number or kind of shares of the Company covered by such Options; and

• (b) a change in the Exercise Price payable per Share provided, however, that the aggregate Exercise Price applicable to the unexercised portion of existing Options shall not be altered, it being intended that any adjustments made with respect to such Options shall apply only to the Exercise Price per Share and the number of Shares subject thereto.

For purposes of this section 11.3, and without limitation, neither:

• (c) the issuance of additional securities of the Company in exchange for adequate consideration (including services); nor

• (d) the conversion of outstanding securities of the Company into Shares shall be deemed to be material alterations of the capital structure of the Company.

Any adjustment made to any Options pursuant to this section 11.3 shall not be considered an amendment requiring the Option Holder’s consent for the purposes of section 9.2.

11.4 Triggering Events

Subject to the Company complying with section 11.5 and any necessary Regulatory Approvals and notwithstanding any other provisions of this Plan or any Option Certificate, the Committee may, without the consent of the Option Holder or Holders in question:

• (a) cause all or a portion of any of the Options granted under the Plan to terminate upon the occurrence of a Triggering Event; or

• (b) cause all or a portion of any of the Options granted under the Plan to be exchanged for incentive stock options of another corporation upon the occurrence

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of a Triggering Event in such ratio and at such exercise price as the Committee deems appropriate, acting reasonably.

Such termination or exchange shall not be considered an amendment requiring the Option Holder’s consent for the purpose of section 9.2.

11.5 Notice of Termination by Triggering Event

In the event that the Committee wishes to cause all or a portion of any of the Options granted under this Plan to terminate on the occurrence of a Triggering Event, it must give written notice to the Option Holders in question not less than 10 days prior to the consummation of a Triggering Event so as to permit the Option Holder the opportunity to exercise the vested portion of the Options prior to such termination. Upon the giving of such notice and subject to any necessary Regulatory Approvals, all Options or portions thereof granted under the Plan which the Company proposes to terminate shall become immediately exercisable notwithstanding any contingent vesting provision to which such Options may have otherwise been subject.

11.6 Determinations to be Made By Committee

Adjustments and determinations under this ARTICLE 11 shall be made by the Committee, whose decisions as to what adjustments or determination shall be made, and the extent thereof, shall be final, binding, and conclusive.

11.7 Options Granted to U.S. Residents or Citizens

The Options and the Shares issuable upon exercise of the Options have not been registered under the United States Securities Act of 1933 , as amended (the “ U.S. Securities Act ”) or any applicable securities law of any state of the United States and may not be granted to, or exercised by or on behalf of, any person in the United States, any U.S. person or any person acting for the account or benefit of a U.S. person or person in the United States unless exempt from the registration requirements of the U.S. Securities Act and any applicable securities law of any state of the United States. The Options granted, and the Shares issued upon exercise of Options, in the United States, to or by or on behalf of a U.S. person or any person acting for the account or benefit of a U.S. person or person in the United States will bear a legend restricting the transfer and exercise of such Options and Shares unless such offer, sale, pledge or transfer is pursuant to an exemption from the U.S. Securities Act and in accordance with any applicable securities laws of any state of the United States. “United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.

Any Option granted under the Plan to an Option Holder who is a citizen or resident of the United States (including its territories, possessions and all areas subject to the jurisdiction) (a “ U.S. Option Holder ”) may be an incentive stock option (an “ ISO ”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, of the United States (the “Code”), but only if so designated by the Company in the agreement evidencing such Option, and only to the extent such option qualifies as an ISO under this section 11.7. No more than 5,000,000 Shares may be granted under Options intended to be ISOs, subject to adjustment as provided in section 11.3. No provision of this Plan, as it may be applied to a U.S. Option Holder with respect to Options which are designated as ISOs, shall be construed so as to be inconsistent with any

20

provision of Section 422 of the Code. Grants of Options to U.S. Option Holders pursuant to this Plan which are not designated as or otherwise do not qualify as ISOs will be treated as nonstatutory stock options for U.S. federal tax purposes. The Exercise Price for Shares under each Option granted to a U.S. Option Holder pursuant to this Plan shall be not less than 100% of the Market Value of such Shares at the time granted, (unless such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Sections 409A and 424(a) of the Code). Options will be granted and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Option Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. Notwithstanding any provision of the Plan to the contrary, in the event that the Administrator determines that any this Plan or any Option hereunder may be subject to Section 409A of the Code and related Treasury Regulations and other interpretive guidance issued thereunder, the Administrator may adopt such amendments to the Plan and the applicable agreement or adopt other policies and procedures (including amendments, policies, and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (a) exempt the Option from section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Option, or (b) comply with the requirements of Section 409A of the Code and related Treasury Regulations and other interpretive guidance thereunder and thereby avoid the application of any penalty taxes under such section.

Notwithstanding anything in this Plan contained to the contrary, the following provisions shall apply to ISOs granted to each U.S. Option Holder:

• (a) ISOs shall only be granted to individual U.S. Option Holders who are, at the time of grant, employees of the Company (within the meaning of the Code). Any director of the Company who is a U.S. Option Holder shall be ineligible to vote upon the granting of such Option;

• (b) the aggregate Market Value (determined as of the time an ISO is granted) of the Shares subject to ISOs exercisable for the first time by a U.S. Option Holder during any calendar year under this Plan and all other Company stock option plans, within the meaning of Section 422 of the Code, shall not exceed US$100,000. To the extent that this US$100,000 limit is exceeded, such Options will be treated as non-statutory stock options. For purposes of this paragraph, (i) ISOs will be taken into account in the order in which they were granted and (ii) the calculation will be performed in accordance with Code Section 422 and Treasury Regulations promulgated thereunder.

• (c) if any U.S. Option Holder to whom an ISO is to be granted under the Plan at the time of the grant of such ISO is the owner of shares possessing more than 10% of the total combined voting power of all classes of shares of the Company, then the following special provisions shall be applicable to the ISO granted to such individual:

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• (i) the Exercise Price (per Share) subject to such ISO shall not be less than 110% of the Market Value of one Share at the time of grant; and

• (ii) for the purposes of this paragraph only, the exercise period shall not exceed 5 years from the date of grant;

• (d) no ISO may be granted hereunder to a U.S. Option Holder following the expiration of 10 years after the date on which this Plan is adopted by the Company or the date on which the Plan is approved by the shareholders of the Company, whichever is earlier;

• (e) no Option granted U.S. Option Holder under the Plan shall be treated as an ISO unless the Plan shall have been approved by the shareholders of the Company within 12 months following the date of its adoption by the Board;

• (f) Options shall lose their qualification as ISOs if any leave of absence exceeds 3 months, unless reemployment upon expiration is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then 6 months following the first day of such leave, any ISO held by a U.S. Option Holder will cease to be treated as an ISO and will be treated for tax purposes as a non-statutory stock option;

• (g) no ISO shall be transferable by a U.S. Option Holder other than by will or the laws of descent and distribution; and

• (h) during the lifetime of the original grantee of an ISO, such ISO may not be exercised by anyone other than such grantee.

SCHEDULE “A”

�Include the following Exchange hold period for stock options granted to: (i) directors, officers and promoters� (ii) over 10% shareholders� and (iii) any Option Holder if the exercise price of the stock options granted is based on less than Market Price.�

�Without prior written approval of the TSX Venture Exchange 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 TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until ����������� �date four months and one day after Grant Date�.�

�For Options issued in the United States or to, or for the account or benefit of U.S. Persons: THIS OPTION AND THE SHARES ISSUABLE UPON EXERCISE OF THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY ACCEPTING THESE SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH RULE 144 OF THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF (C) AND (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.�

SKARB EXPLORATION CORP. STOCK OPTION PLAN

OPTION CERTIFICATE

This Option Certificate is issued pursuant to the provisions of the Stock Option Plan (the “Plan”) of Skarb Exploration Corp. (the “ Company ”) and evidences that �������������� �Name of Option Holder� is the holder (the “ Option Holder ”) of an option (the “ Option ”) to purchase up to �������������� common shares (the “ Shares ”) in the capital of the Company at a purchase price of Cdn.$ �������������� per Share (the “ Exercise Price ”). This Option may be exercised at any time and from time to time from and including the following Grant Date through to and including up to 5:00 p.m. local time in Vancouver, British Columbia (the “ Expiry Time ”) on ��������������, subject to the provisions of the Plan (the “ Expiry Date ”). The Grant Date of this Option is ��������������.

�Include the following for Options issued in the United States or to, or for the account or benefit of U.S. Persons:�

�Type of Option: �Incentive Stock Option� �Non-statutory Stock Option��

To exercise this Option, the Option Holder must deliver to the Administrator of the Plan, prior to the Expiry Time on the Expiry Date, an Exercise Notice, in the form provided in the Plan, which

2

is incorporated by reference herein, together with the original of this Option Certificate and a certified cheque or bank draft payable to the Company in an amount equal to the aggregate of the Exercise Price of the Shares in respect of which this Option is being exercised.

This Option Certificate and the Option evidenced hereby is not assignable, transferable or negotiable and is subject to the detailed terms and conditions contained in the Plan. This Option Certificate is issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of the Plan and the records of the Company shall prevail. This Option is also subject to the terms and conditions contained in the schedules, if any, attached hereto.

�Include the following Exchange hold period for stock options granted to: (i) directors, officers and promoters� (ii) over 10% shareholders� and (iii) any Option Holder if the exercise price of the stock options granted is based on less than Market Price.�

�Any share certificates issued pursuant to an exercise of the Option before �������������� �date four months and one day after Grant Date� will contain the following legend: “Without prior written approval of the TSX Venture Exchange 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 TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until �������������� �date four months and one day after Grant Date�.”�

If the Option Holder is a resident or citizen of the United States of America at the time of the exercise of the Option, the certificate(s) representing the Shares will be endorsed with the following or a similar legend:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY ACCEPTING THESE SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY ONLY (A) TO THE COMPANY, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH RULE 144 OF THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF (C) AND (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD

3

DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA”.”

This Option was granted to the Option Holder in his or her capacity as a bona fide Director, Officer, Employee or Consultant of the Company (circle appropriate relationship with the Company) , and shall continue in effect should his or her status change and he or she continue in a new capacity as a Director, Officer, Employee or Consultant of the Company

SKARB EXPLORATION CORP.

������������������������������ Authorized Signatory

The Option Holder acknowledges receipt of a copy of the Plan and represents to the Company that the Option Holder is a bona fide Director, Officer, Employee or Consultant of the Company (circle appropriate relationship with the Company) and is familiar with the terms and conditions of the Plan, and hereby accepts this Option subject to all of the terms and conditions of the Plan. The Option Holder agrees to execute, deliver, file and otherwise assist the Company in filing any report, undertaking or document with respect to the awarding of the Option and exercise of the Option, as may be required by the applicable Regulatory Authorities. The Option Holder further acknowledges that if the Plan has not been approved by the shareholders of the Company on the Grant Date, this Option is not exercisable until such approval has been obtained.

By signing this Option Certificate, the undersigned also provides its express written consent to:

• (i) the disclosure of Personal Information (as defined below) by the Company to the �TSX Venture Exchange� (the “ Exchange ”) with respect to any and all forms required to be filed by the Company with the Exchange with respect to the grant of this Option; and

• (j) the collection, use and disclosure of Personal Information by the Exchange for the purposes described in Appendix 6A of the Corporate Finance Manual of the Exchange, or as otherwise identified by the Exchange, from time to time.

“Personal Information” means any information about an identifiable individual, and includes the information contained in the Form 4G – Summary Form – Incentive Stock Options to be filed by the Company with the Exchange.

Signature of Option Holder:

����������������������������� Date signed: ����������������������������� Signature

����������������������������� Print Name

4

����������������������������� Address

�����������������������������

OPTION CERTIFICATE – SCHEDULE

�Complete the following additional terms and any other special terms, if applicable, or remove the inapplicable terms or this schedule entirely.�

The additional terms and conditions attached to the Option represented by this Option Certificate are as follows:

1. The Options will not be exercisable unless and until they have vested and then only to the extent that they have vested. The Options will vest in accordance with the following:

2. (a) ������ Shares (������%) will vest and be exercisable on or after the Grant Date;

3. (b) ������ additional Shares (������%) will vest and be exercisable on or after ������ �date�;

4. (c) ������ additional Shares (������%) will vest and be exercisable on or after ������ �date�; and

5. (d) ������ additional Shares (������%) will vest and be exercisable on or after ������ �date�;

6. Upon the Option Holder ceasing to hold a position with the Company, other than as a result of the events set out in paragraphs 5.4(a) or 5.4(b) of the Plan, the Expiry Date of the Option shall be ������ �Insert date desired that is longer or shorter than the standard 30 days as set out in the Plan� following the date the Option Holder ceases to hold such position.

SCHEDULE “B”

SKARB EXPLORATION CORP. STOCK OPTION PLAN

NOTICE OF EXERCISE OF OPTION

TO: Skarb Exploration Corp. (the “ Company ”)

The undersigned hereby irrevocably exercises stock options (the “ Options ”) of the Company previously granted to the undersigned on ����������������, and as such subscribes for ������������������� common shares (the “ Shares ”) of the Company at a price of $������������ Share for a total purchase price of $���������� (the “ Exercise Price ”).

The undersigned encloses herewith a cheque, bank draft or money order or has transmitted good same day funds by wire or other lawful money of Canada payable to or to the order of the Company in payment of the Exercise Price.

The undersigned hereby directs that the Shares subscribed for be registered and delivered as follows:

������������������������������������ (Name – please print)

������������������������������������ (Account Number (if applicable))

������������������������������������ (Address – including postal code)

The undersigned acknowledges the Option is not validly exercised unless this Notice is completed in strict compliance with this form and delivered to the required address with the required payment prior to 5:00 p.m. local time in Vancouver, B.C. on the Expiry Date of the Option.

Dated: ��������������������������� Name: ��������������������������� Signature: ��������������������������� Address: ��������������������������� ���������������������������

==> picture [172 x 66] intentionally omitted <==

OMNIBUS EQUITY INCENTIVE COMPENSATION PLAN

ARTICLE 1 ESTABLISHMENT, PURPOSE AND DURATION

1.1 Establishment of the Plan.

Outback Goldfields Corp., a corporation incorporated under the laws of British Columbia (the “ Corporation ”), previously established a stock option plan which was first adopted by the directors of the Corporation on July 22, 2024 (the “ Prior Plan ”). In order to advance the interests of the Corporation and its stockholders the Corporation hereby establishes an incentive compensation plan to be known as the Omnibus Equity Incentive Compensation Plan (the “ Plan ”). The Plan permits the grant of Options, Restricted Share Units, Deferred Share Units and Performance Share Units. The Board approved the Plan on July 22, 2024 and will be made effective on such date as may be determined by the Board (the “ Effective Date ”), subject to the approval of the Plan by the TSX Venture Exchange (the “ TSXV ”) and the shareholders of the Corporation. The Plan replaces the Prior Plan and all stock options previously granted under the Prior Plan will be subject to the terms of the Plan.

1.2 Purpose of the Plan.

The purposes of the Plan are: (i) to promote a significant alignment between Officers and employees of the Corporation and its Affiliates (as defined below) and the growth objectives of the Corporation; (ii) to associate a portion of participating employees’ compensation with the performance of the Corporation over the long term; and (iii) to attract, motivate and retain the critical employees to drive the business success of the Corporation.

1.3 Duration of the Plan.

The Plan shall commence as of the Effective Date, as described in Section 1.1 herein, and shall remain in effect until terminated by the Board pursuant to Article 13 hereof.

ARTICLE 2 DEFINITIONS

2.1 Definitions.

Whenever used in the Plan, the following terms shall have the respective meanings set forth below, unless the context clearly requires otherwise, and when such meaning is intended, such term shall be capitalized.

“ Affiliate ” means any corporation, partnership or other entity (i) in which the Corporation, directly or indirectly, has majority ownership interest or (ii) which the Corporation controls. For the purposes of this definition, the Corporation is deemed to “control” such corporation, partnership or other entity if the Corporation possesses, directly or indirectly, the power to direct or cause the direction of the management

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and policies of such corporation, partnership or other entity, whether through the ownership of voting securities, by contract or otherwise, and includes a corporation which is considered to be a subsidiary for purposes of consolidation under International Financial Reporting Standards.

“ Award ” means, individually or collectively, a grant under this Plan of Options, Deferred Share Units, Restricted Share Units, Performance Share Units or Share-Based Awards, in each case subject to the terms of this Plan.

“ Award Agreement ” means either (i) a written agreement entered into by the Corporation or an Affiliate of the Corporation and a Participant setting forth the terms and provisions applicable to Awards granted under this Plan; or (ii) a written statement issued by the Corporation or an Affiliate of the Corporation to a Participant describing the terms and provisions of such Award. All Award Agreements shall be deemed to incorporate the provisions of the Plan. An Award Agreement need not be identical to other Award Agreements either in form or substance.

“ BCSA ” means the Securities Act (British Columbia), as may be amended from time to time.

“ Blackout Period ” means a period during which the Corporation prohibits Participants from exercising, redeeming or settling their Awards.

“ Board ” or “ Board of Directors ” means the Board of Directors of the Corporation.

“ Cashless Exercise ” has the meaning ascribed thereto under Section 6.6(a).

“ Cause ” means any of:

• (a) dishonesty of the Participant as it relates to the performance of his duties in the course of his employment by, or as an Officer or Director of, the Corporation or an Affiliate;

• (b) fraud committed by the Participant;

• (c) willful disclosure of confidential or private information regarding the Corporation or an Affiliate by the Participant;

• (d) the Participant aiding a competitor of the Corporation or an Affiliate;

• (e) misappropriation of a business opportunity of the Corporation or an Affiliate by the Participant;

• (f) willful misconduct or gross negligence in the performance of the Participant’s duties under his or her employment agreement;

• (g) a breach by the Participant of a material provision of his or her employment agreement or the Code of Business Conduct and Ethics adopted by the Corporation from time to time;

• (h) the willful and continued failure on the part of the Participant to substantially perform duties in the course of his employment by, or as an Officer of, the Corporation or an Affiliate, unless such failure results from an incapacity due to mental or physical illness;

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• (i) willfully engaging in conduct that is demonstrably and materially injurious to the Corporation or an Affiliate, monetarily or otherwise; or

• (j) any other act or omission by the Participant which would amount to just cause for termination at common law.

“ Change of Control ” shall occur if any of the following events occur:

• (a) the acquisition, directly or indirectly and by any means whatsoever, by any person, or by a group of persons acting jointly or in concert, of beneficial ownership or control or direction over that number of Voting Securities which is greater than 50% of the total issued and outstanding Voting Securities immediately after such acquisition, unless such acquisition arose as a result of or pursuant to:

• (i) an acquisition or redemption by the Corporation of Voting Securities which, by reducing the number of Voting Securities outstanding, increases the proportionate number of Voting Securities beneficially owned by such person to 50% or more of the Voting Securities then outstanding;

• (ii) acquisitions of Voting Securities which were made pursuant to a dividend reinvestment plan of the Corporation;

• (iii) the receipt or exercise of rights issued by the Corporation to all the holders of Voting Securities to subscribe for or purchase Voting Securities or securities convertible into Voting Securities, provided that such rights are acquired directly from the Corporation and not from any other person;

• (iv) a distribution by the Corporation of Voting Securities or securities convertible into Voting Securities for cash consideration made pursuant to a public offering or by way of a private placement by the Corporation (“ Exempt Acquisitions ”);

• (v) a stock-dividend, a stock split or other event pursuant to which such person receives or acquires Voting Securities or securities convertible into Voting Securities on the same pro rata basis as all other holders of securities of the same class (“ Pro-Rata Acquisitions ”); or

• (vi) the exercise of securities convertible into Voting Securities received by such person pursuant to an Exempt Acquisition or a Pro-Rata Acquisition (“ Convertible Security Acquisitions ”);

provided, however, that if a person shall acquire 50% or more of the total issued and outstanding Voting Securities by reason of any one or a combination of (1) acquisitions or redemptions of Voting Securities by the Corporation, (2) Exempt Acquisitions, (3) ProRata Acquisitions, or (4) Convertible Security Acquisitions and, after such share acquisitions or redemptions by the Corporation or Exempt Acquisitions or Pro-Rata Acquisitions or Convertible Security Acquisitions, acquires additional Voting Securities exceeding one per cent of the Voting Securities outstanding at the date of such acquisition other than pursuant to any one or a combination of Exempt Acquisitions, Convertible Security Acquisitions or

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Pro-Rata Acquisitions, then as of the date of such acquisitions such acquisition shall be deemed to be a “Change of Control”;

• (b) the replacement by way of election or appointment at any time of one-half or more of the total number of the then incumbent members of the Board of Directors, unless such election or appointment is approved by 50% or more of the Board of Directors in office immediately preceding such election or appointment in circumstances where such election or appointment is to be made other than as a result of a dissident public proxy solicitation, whether actual or threatened; and

• (c) any transaction or series of transactions, whether by way of reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise, whereby all or substantially all of the shares or assets of the Corporation become the property of any other person (the “ Successor Entity ”), (other than a subsidiary of the Corporation) unless:

• (i) individuals who were holders of Voting Securities immediately prior to such transaction hold, as a result of such transaction, in the aggregate, more than 50% of the voting securities of the Successor Entity;

• (ii) a majority of the members of the board of directors of the Successor Entity is comprised of individuals who were members of the Board of Directors immediately prior to such transaction; and

• (iii) after such transaction, no person or group of persons acting jointly or in concert, holds more than 50% of the voting securities of the Successor Entity unless such person or group of persons held securities of the Corporation in the same proportion prior to such transaction.

“ Change of Control Price ” means (i) the highest price per Share offered in conjunction with any transaction resulting in a Change of Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash), or (ii) in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Shares on any of the thirty (30) trading days immediately preceding the date on which a Change of Control occurs, except if the relevant participant is subject to taxation under the ITA such Change of Control price shall be deemed to be a price determined by the Committee based on the closing price of a Share on the Exchange on the trading day preceding the Change of Control date or based on the volume weighted average trading price of the Shares on the Exchange for the five trading days immediately preceding the Change of Control date.

“ Committee ” means the Board of Directors or if so delegated in whole or in part by the Board, or any duly authorized committee of the Board appointed by the Board to administer the Plan.

“ Company ” unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.

“ Consultant ” means, in relation to the Corporation, an individual (other than a Director, Officer or Employee of the Corporation or of any of its subsidiaries) or Company that:

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• (a) is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to any of its subsidiaries, other than services provided in relation to a Distribution (as such term is defined in the policies of the TSXV);

• (b) provides the services under a written contract between the Corporation or any of its subsidiaries and the individual or the Corporation, as the case may be; and

• (c) in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or of any of its subsidiaries.

“ Consultant Company ” means a Consultant that is a Company.

“ Corporation ” means Outback Goldfields Corp., a corporation incorporated under the laws of the British Columbia, and any successor thereto as provided in Article 15 herein.

“ Deferred Share Unit ” means a right, denominated in units, granted to a Participant by the Corporation as compensation for employment or consulting services, to receive, for no additional cash consideration, securities of the Corporation on a deferred basis and which may provide that, upon vesting, the award may be paid in cash and/or Shares of the Corporation.

“ Director ” means any individual who is a director (as defined under Securities Laws) of the Corporation or of any of its subsidiaries.

“ Dividend Equivalent ” means a right with respect to an Award to receive cash, Shares or other property equal in value and form to dividends declared by the Board and paid with respect to outstanding Shares. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement, and if specifically provided for in the Award Agreement shall be subject to the Plan and such other terms and conditions set forth in the Award Agreement as the Committee shall determine.

“ Employee ” means:

• (a) an individual who is considered an employee of the Corporation or of its subsidiary under the Income Tax Act (Canada) and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;

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

• (c) an individual who works for the Corporation or its subsidiary on a continuing and regular basis for a minimum amount of time per week (the number of hours should be disclosed in the submission) providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or its subsidiary over the details and methods of work as an employee of the Corporation or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source.

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“ Exchange ” means the TSXV or, if at any time the Shares are not listed and posted for trading on the TSXV, shall be deemed to mean such other stock exchange or trading platform upon which the Shares trade and which has been designated by the Committee.

“ Fair Market Value ” or “ FMV ” means, unless otherwise required by any regulations thereunder or by any applicable accounting standard for the Corporation’s desired accounting for Awards or by the rules of the Exchange, a price that is determined by the Committee, provided that such price cannot be less than the greater of (i) the volume weighted average trading price of the Shares on the Exchange for the five trading days immediately prior to the grant date, (ii) the closing price of the Shares on the Exchange on the trading day immediately prior to the grant date or (iii) the closing price of the Shares on the Exchange on the grant date.

“ Fiscal Year ” means the Corporation’s fiscal year commencing on May 1 and ending on April 30 or such other fiscal year as approved by the Board.

“ Insider ” means, when used in relation to the Corporation:

• (a) a director or senior officer of the Corporation,

• (b) a director or senior officer of a Company that is an Insider or subsidiary of the Corporation; (c) a Person that beneficially owns or controls, directly or indirectly, Voting Securities carrying more than 10% of the voting rights attached to all outstanding Voting Securities of the Corporation, or

• (d) the Corporation itself if it holds any of its own securities.

“ Issued Shares ” means, at any time, the number of Shares of the Corporation that are then issued and outstanding on a non-diluted basis and, in the discretion of the Exchange, may include a number of securities of the Corporation, other than Security Based Compensation, warrants and convertible debt, that are convertible into Shares of the Corporation.

“ Investor Relations Activities ” shall have the meaning ascribed thereto in Policy 1.1 of the Exchange.

“ Investor Relations Service Provider ” includes any Consultant that performs Investor Relations Activities and any Director, Officer, Employee or Management Company Employee whose role and duties primarily consist of Investor Relations Activities.

“ ITA ” means the Income Tax Act (Canada).

“ Material Information ” means a Material Fact and/or Material Change as such terms are defined by applicable Securities Laws and Exchange policies.

“ Management Company Employee ” means an individual employed by a Company providing management services to the Corporation, which services are required for the ongoing successful operation of the business enterprise of the Corporation.

“ Notice Period ” means any period of contractual notice or reasonable notice that the Corporation or the Affiliate may be required at law, by contract or otherwise agrees to provide to a Participant upon termination

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of employment, whether or not the Corporation or Affiliate elects to pay severance in lieu of providing notice to the Participant, provided that where a Participant’s employment contract provides for an increased severance or termination payment in the event of termination following a Change of Control, the Notice Period for the purposes of the Plan shall be the Notice Period under such contract applicable to a termination which does not follow a Change of Control.

“ Officer ” means an officer (as defined under Securities Laws) of the Corporation or of any of its subsidiaries.

“ Option ” means the conditional right to purchase Shares at a stated Option Price for a specified period of time subject to the terms of this Plan.

“ Option Price ” means the price at which a Share may be purchased by a Participant pursuant to an Option, as determined by the Committee.

“ Participant ” means a Director, Officer, Employee, Management Company Employee or Consultant that is the recipient of an Award granted or issued by the Corporation.

“ Performance Goal ” means a performance criterion selected by the Committee for a given Award.

“ Performance Period ” means the period of time during which the assigned performance criteria must be met in order to determine the degree of payout and/or vesting with respect to an Award.

“ Performance Share Unit ” means a right, denominated in units, granted to a Participant by the Corporation as compensation for employment or consulting services, to receive, for no additional cash consideration, securities of the Corporation upon specified vesting criteria being satisfied and which may provide that, upon vesting, the award may be paid in cash and/or Shares of the Corporation.

“ Period of Restriction ” means the period when an Award of Restricted Share Units is subject to forfeiture based on the passage of time, the achievement of performance criteria, and/or upon the occurrence of other events as determined by the Committee, in its discretion.

“ Person ” shall have the meaning ascribed to such term in Section 1(1) of the BCSA.

“ Policy 4.4 ” means Policy 4.4 - Security Based Compensation of the TSXV.

“ Restricted Share Unit ” means a right, denominated in units subject to a Period of Restriction, granted to a Participant by the Corporation as compensation for employment or consulting services, to receive, for no additional cash consideration, securities of the Corporation upon specified vesting criteria being satisfied and which may provide that, upon vesting, the award may be paid in cash and/or Shares of the Corporation.

“ Securities Laws ” means securities legislation, securities regulation and securities rules, as amended, and the policies, notices, instruments and blanket orders in force from time to time that are applicable to the Corporation.

“ Security Based Compensation ” has the meaning ascribed thereto in Policy 4.4.

“ Security Based Compensation Plan ” has the meaning ascribed thereto in Policy 4.4.

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“ Shares ” means common shares in the authorized share structure of the Corporation.

“ Successor Entity ” has the meaning ascribed thereto under subsection (c) of the definition of Change of Control.

“ Trading Day ” means a day when trading occurs through the facilities of the Exchange.

“ TSXV ” means the TSX Venture Exchange.

“ Voting Securities ” shall mean any securities of the Corporation ordinarily carrying the right to vote at elections of Directors and any securities immediately convertible into or exchangeable for such securities.

“ VWAP ” means the volume weighted average trading price of the Corporation’s Shares on the Exchange calculated by dividing the total value by the total volume of such securities traded for the five Trading Days immediately preceding the exercise of the subject Stock Option, provided that where appropriate, the Exchange may exclude internal crosses and certain other special terms trades from the calculation.

ARTICLE 3 ADMINISTRATION

3.1 General.

The Committee shall be responsible for administering the Plan. The Committee may employ lawyers, consultants, accountants, agents and other individuals, any of whom may be an Employee, and the Committee, the Corporation, and its Officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee shall be final, conclusive and binding upon the Participants, the Corporation, and all other interested parties.

3.2 Authority of the Committee.

The Committee shall have full and exclusive discretionary power to interpret the terms and the intent of the Plan and any Award Agreement or other agreement ancillary to or in connection with the Plan, to determine eligibility for Awards, and to adopt such rules, regulations and guidelines for administering the Plan as the Committee may deem necessary or proper. Such authority shall include, but not be limited to, selecting Award recipients, establishing all Award terms and conditions, including grant, exercise price, issue price and vesting terms, determining Performance Goals applicable to Awards and whether such Performance Goals have been achieved, making adjustments under Section 4.10 and, subject to Article 13, adopting modifications and amendments, or subplans to the Plan or any Award Agreement, including, without limitation, any that are necessary or appropriate to comply with the laws or compensation practices of the jurisdictions in which the Corporation and Affiliates operate.

3.3 Delegation.

The Committee may delegate to one or more of its members any of the Committee’s administrative duties or powers as it may deem advisable; provided, however, that any such delegation must be permitted under applicable corporate law.

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ARTICLE 4 SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

4.1 Number of Shares Available for Awards.

The Plan is a “ rolling up to 10% and fixed up to 10% ” Security Based Compensation Plan, as defined in Policy 4.4 - Security Based Compensation of the TSXV. The Plan is a: (a) “rolling” plan pursuant to which the number of Shares that are issuable pursuant to the exercise of Options granted hereunder, and under the Prior Plan, shall not exceed 10% of the Issued Shares of the Corporation as at the date of any Option grant, and (b) “fixed” plan under which the number of Shares of the Corporation that are issuable pursuant to all Awards other than Options granted hereunder and under any other Security Based Compensation Plan of the Corporation, in aggregate is a maximum of 10% of the Issued Shares of the Corporation as at the Effective Date and which such number is 3,208,705, and in each case, subject to adjustment as provided in Section 4.10 herein.

4.2 Specific Allocations.

The Corporation cannot grant or issue an Award hereunder unless and until the Award has been allocated to a particular Participant.

4.3 Limits for Individuals.

Unless the Corporation has obtained the requisite disinterested shareholder approval pursuant to Policy 4.4, the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Person must not exceed 5% of the Issued Shares of the Corporation, calculated as at the date any Security Based Compensation is granted or issued to the Person, except as expressly permitted and accepted by the Exchange for filing under Part 6 of Policy 4.4 shall not be included in calculating this 5% limit.

4.4 Limits for Consultants.

The maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Security Based Compensation granted or issued in any 12 month period to any one Consultant must not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Security Based Compensation is granted or issued to the Consultant, except that securities that are expressly permitted and accepted for filing under Part 6 of Policy 4.4 shall not be included in calculating this 2% limit.

4.5 Limits for Investor Relations Service Providers.

• (a) The maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Options granted in any 12 month period to all Investor Relations Service Providers in aggregate shall not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Option is granted to any such Investor Relations Service Provider.

• (b) Options granted to any Investor Relations Service Provider shall vest in stages over a period of not less than 12 months such that:

• 10 -

• (i) no more than 1/4 of the Options vest no sooner than three months after the Options were granted;

• (ii) no more than another 1/4 of the Options vest no sooner than six months after the Options were granted;

• (iii) no more than another 1/4 of the Options vest no sooner than nine months after the Options were granted; and

• (iv) the remainder of the Options vest no sooner than 12 months after the Options were granted.

• (c) The vesting schedule of any Options granted to any Investor Relations Service Provider cannot be accelerated without the prior written approval of the TSXV.

4.6 Minimum Price for Security Based Compensation other than Options.

The minimum exercise price of an Option is set out in section 6.4 and the same principles apply to other Awards where the value of the Award is initially tied to market price.

4.7 Hold Period.

All Awards and Shares issuable thereunder are subject to any applicable resale restrictions under Securities Laws and the Exchange Hold Period (as defined in the policies of the TSXV), and shall have affixed thereto any legends required under Securities Laws and the policies of the Exchange.

In addition, if the Exchange Hold Period is applicable, all Options and any Shares issued under Options exercised prior to the expiry of the Exchange Hold Period must be legended with the Exchange Hold Period commencing on the date the Options were granted.

4.8 Other Restrictions.

The Plan is subject to the following provisions:

• (a) Awards shall not entitle a Participant to any shareholder rights (including, without limitation, voting rights, dividend entitlement or rights on liquidation) until such time as underlying Shares are issued to such Participant, other than an accrual of dividends accepted by the Exchange;

• (b) all Awards are non-assignable and non-transferable;

• (c) the maximum aggregate number of Shares that are issuable pursuant to all Awards granted or issued to Insiders (as a group) shall not exceed 10% of the Issued Shares of the Corporation at any point in time (unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to section 5.3 of Policy 4.4);

• 11 -

• (d) the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Awards granted or issued in any 12 month period to Insiders (as a group) shall not exceed 10% of the Issued Shares of the Corporation, calculated as at the date any Award is granted or issued to any Insider (unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to section 5.3 of Policy 4.4);

• (e) the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Awards granted or issued in any 12 month period to any one Person (and where permitted under this Policy, any Companies that are wholly owned by that Person) shall not exceed 5% of the Issued Shares of the Corporation, calculated as at the date any Award is granted or issued to the Person (unless the Corporation has obtained the requisite disinterested Shareholder approval pursuant to section 5.3 of Policy 4.4);

• (f) the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Awards granted or issued in any 12 month period to any one Consultant shall not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Award is granted or issued to the Consultant;

• (g) Investor Relations Service Providers cannot receive any Award other than Options;

• (h) if a Participant’s heirs or administrators are entitled to any portion of an outstanding Award, the period in which they can make such claim shall not exceed one year from the Participant’s death;

• (i) for Awards granted or issued to Employees, Consultants or Management Company Employees, the Corporation and the Participant are responsible for ensuring and confirming that the Participant is a bona fide Employee, Consultant or Management Company Employee, as the case may be; and

• (j) any Award granted or issued to any Participant who is a Director, Officer, Employee, Consultant or Management Company Employee shall expire in accordance with the provisions of the Plan, but in any event, within a reasonable period, not exceeding 12 months, following the date the Participant ceases to be an eligible Participant under the Plan.

4.9 Blackout Periods.

Notwithstanding the expiry date, redemption date or settlement date of any Award, such expiry date, redemption date or settlement date, as applicable, of the Award shall be extended to the tenth business day following the last day of a Blackout Period if the expiry date would otherwise occur in a Blackout Period. The following requirements are applicable to any such automatic extension provision:

• (a) the Blackout Period must be formally imposed by the Corporation pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information;

• (b) the automatic extension of the expiry date, redemption date or settlement date, as applicable, of a Participant’s Award is not be permitted where the Participant or the

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Corporation is subject to a cease trade order (or similar order under Securities Laws) in respect of the Corporation’s securities; and

• (c) the automatic extension is available to all eligible Participants under the Plan under the same terms and conditions.

4.10 Adjustments in Authorized Shares.

Subject to the prior approval of the Exchange, in the event of any corporate event or transaction (collectively, a “ Corporate Reorganization ”) (including, but not limited to, a change in the Shares of the Corporation or the capitalization of the Corporation) such as a merger, arrangement or amalgamation that does not constitute a Change of Control under Article 12, or a consolidation, reorganization, recapitalization, separation, stock dividend, extraordinary dividend, stock split, reverse stock split, split up, spin-off or other distribution of stock or property of the Corporation, combination of securities, exchange of securities, dividend in kind, or other like change in capital structure or distribution (other than normal cash dividends) to shareholders of the Corporation, or any similar corporate event or transaction, the Committee shall make or provide for such adjustments or substitutions, as applicable, in the number and kind of Shares that may be issued under the Plan, the number and kind of Shares subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the number of Shares eligible to be issued hereunder, the limit on issuing Awards other than Options granted with a Grant Price equal to at least the FMV of a Share on the date of grant, and any other value determinations applicable to outstanding Awards or to this Plan, as are equitably necessary to prevent dilution or enlargement of Participants’ rights under the Plan that otherwise would result from such Corporate Reorganization. In connection with a Corporate Reorganization, the Committee shall have the discretion to permit a holder of Options to purchase (at the times, for the consideration, and subject to the terms and conditions set out in this Plan) and the holder will then accept on the exercise of such Option, in lieu of the Shares that such holder would otherwise have been entitled to purchase, the kind and amount of shares or other securities or property that such holder would have been entitled to receive as a result of the Corporate Reorganization if, on the effective date thereof, that holder had owned all Shares that were subject to the Option. Such adjustments shall be made automatically, without the necessity of Committee action, on the customary arithmetical basis in the case of any stock split, including a stock split effected by means of a stock dividend, and in the case of any other dividend paid in Shares.

The Committee shall also make appropriate adjustments in the terms of any Awards under the Plan as are equitably necessary to reflect such Corporate Reorganization and may modify any other terms of outstanding Awards, including modifications of performance criteria and changes in the length of Performance Periods. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under the Plan, provided that any such adjustments shall comply with the rules of any stock exchange or market upon which such Shares are listed or traded.

Subject to the provisions of Article 11 and any applicable law or regulatory requirement, without affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance, assumption, substitution or conversion of Awards under this Plan in connection with any such corporate event or transaction, upon such terms and conditions as it may deem appropriate. Additionally, the Committee may amend the Plan, or adopt supplements to the Plan, in such manner as it deems appropriate to provide for such issuance, assumption, substitution or conversion as provided in the previous sentence.

ARTICLE 5

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ELIGIBILITY AND PARTICIPATION

5.1 Eligibility.

Only a Director, Officer, Employee, Management Company Employee or Consultant of the Corporation or of any of its subsidiaries is eligible to participate in the Plan. Except in relation to Consultant Companies, Awards may be granted only to an individual or to a Company that is wholly owned by individuals eligible to receive Awards. If the Participant is a Company, excluding Participants that are Consultant Companies, it must provide the Exchange with a completed Certification and Undertaking Required from a Company Granted Security Based Compensation in the form of Schedule “A” to Form 4G - Summary Form – Security Based Compensation, as provided for in Policy 4.4 - Security Based Compensation of the TSXV. Any Company to be granted an Award, other than a Consultant Company, must agree not to effect or permit any transfer of ownership or option of securities of the Company or to issue further shares of any class in the Company to any other individual or entity as long as the Security Based Compensation remains outstanding, except with the prior written consent of the TSXV.

5.2 Actual Participation.

Subject to the provisions of the Plan, the Committee may, from time to time, in its sole discretion select from among eligible Directors, Officers, Employees, Management Company Employees and Consultants of the Corporation or of any of its subsidiaries, those to whom Awards shall be granted under the Plan, and shall determine in its discretion the nature, terms, conditions and amount of each Award in accordance with the Plan.

ARTICLE 6 STOCK OPTIONS

6.1 Grant of Options.

Subject to the terms and provisions of the Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee in its discretion, and subject to the terms of the Plan.

6.2 Additional Terms for Options.

The following provisions apply to all Option Awards:

• (a) Options can be exercisable for a maximum of 10 years from the date of grant, subject to extension where the expiry date falls within a Blackout Period, as provided for in Section 4.9;

• (b) the maximum aggregate number of Shares of the Corporation that are issuable pursuant to all Options granted in any 12 month period to all Investor Relations Service Providers in aggregate shall not exceed 2% of the Issued Shares of the Corporation, calculated as at the date any Option is granted to any such Investor Relations Service Provider; and

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• (c) disinterested Shareholder approval shall be obtained for any reduction in the exercise price of an Option, or the extension of the term of an Option, if the Participant is an Insider of the Corporation at the time of the proposed amendment.

6.3 Award Agreement.

Each Option grant shall be evidenced by an Award Agreement that shall specify the Option Price, the duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and any such other provisions as the Committee shall determine.

6.4 Option Price.

The Option Price for each grant of an Option under this Plan shall be determined by the Committee and shall be specified in the Award Agreement. The minimum exercise price of an Option shall not be less than the Discounted Market Price (as defined in the policies of the TSXV), provided that, if the Corporation does not issue a news release to announce the grant and the exercise price of an Option, the Discounted Market Price is the last closing price of the Shares before the date of grant of the Option less the applicable discount. A minimum exercise price cannot be established unless the Options are allocated to particular Persons.

6.5 Duration of Options.

Subject to Section 4.9 and Section 6.2(a), each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant.

6.6 Exercise of Options.

Options granted under this Article 6 shall be exercisable at such times and on the occurrence of such events, and be subject to such restrictions and conditions, as the Committee shall in each instance approve, which need not be the same for each grant or for each Participant. Without limiting the foregoing, the Committee may, in its sole discretion, permit the exercise of an Option through either:

• (a) a cashless exercise (a “ Cashless Exercise ”) mechanism, whereby the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm:

• (i) agrees to loan money to a Participant to purchase the Shares underlying the Options to be exercised by the Participant;

• (ii) then sells a sufficient number of Shares to cover the exercise price of the Options in order to repay the loan made to the Participant; and

• (iii) receives an equivalent number of Shares from the exercise of the Options and the Participant receives the balance of Shares pursuant to such exercise, or the cash proceeds from the sale of the balance of such Shares (or in such other portion of Shares and Cash as the broker and Participant may otherwise agree); or

• (b) a net exercise (a “ Net Exercise ”) mechanism, whereby Options, excluding Options held by any Investor Relations Service Provider, are exercised without the Participant making

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any cash payment so the Corporation does not receive any cash from the exercise of the subject Options, and instead the Participant receives only the number of underlying Shares that is the equal to the quotient obtained by dividing:

• (i) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Shares and the exercise price of the subject Options; by

• (ii) the VWAP of the underlying Shares.

• (c) In the event of a Cashless Exercise or Net Exercise, the number of Options exercised, surrendered or converted, and not the number of Shares actually issued by the Corporation, must be included in calculating the applicable limits in Sections 4.1, 4.3, 4.4, 4.5, 4.8(c) and 4.8(d) of the Plan.

6.7 Payment.

Options granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Corporation or an agent designated by the Corporation in a form specified or accepted by the Committee, or by complying with any alternative procedures which may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. The Option Price upon exercise of any Option shall be payable to the Corporation in full either: (a) by certified cheque or wire transfer; or (b) by any other method approved or accepted by the Committee in its sole discretion subject to the rules of the Exchange and such rules and regulations as the Committee may establish. Subject to Section 6.8 and any governing rules or regulations, as soon as practicable after receipt of a notification of exercise and full payment for the Shares, the Shares in respect of which the Option has been exercised shall be issued as fully-paid and non-assessable shares of the Corporation. As of the business day the Corporation receives such notice and such payment, the Participant (or the person claiming through him, as the case may be) shall be entitled to be entered on the share register of the Corporation as the holder of the number of Shares in respect of which the Option was exercised and to receive as promptly as possible thereafter a certificate or evidence of book entry representing the said number of Shares. The Corporation shall cause to be delivered to or to the direction of the Participant Share certificates or evidence of book entry Shares in an appropriate amount based upon the number of Shares purchased under the Option(s) as soon as reasonably practicable following the issuance of such Shares.

6.8 Restrictions on Share Transferability.

The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted pursuant to this Plan as it may deem advisable, including, without limitation, requiring the Participant to hold the Shares acquired pursuant to exercise for a specified period of time, or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed and/or traded.

6.9 Death and Termination of Employment.

• (a) Death: If a Participant dies while an Employee, Director of, or Consultant to, the Corporation or an Affiliate:

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• (i) the executor or administrator of the Participant’s estate may exercise Options of the Participant equal to the number of Options that were exercisable at the Termination Date (as defined at Section 6.9(c) below);

• (ii) the right to exercise such Options terminates on the earlier of: (i) the date that is 12 months after the Termination Date; and (ii) the date on which the exercise period of the particular Option expires. Any Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Corporation on the Termination Date; and

• (iii) such Participant’s eligibility to receive further grants of Options under the Plan ceases as of the Termination Date.

• (b) Termination of Employment: Except as may otherwise be set out in a Participant’s employment agreement (which shall have paramountcy over this clause), where a Participant’s employment or term of office or engagement terminates (for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice)), then:

• (i) any Options held by the Participant that are exercisable at the Termination Date continue to be exercisable by the Participant until the earlier of:

  • (A) the date that is three months after the Termination Date; and

  • (B) the date on which the exercise period of the particular Option expires,

except as otherwise provided in the Participant’s employment contract or such date as is otherwise determined by the Board. Notwithstanding the foregoing or any term of an employment contract, in no event shall such right extend beyond the Option Period or one year from the Termination Date.

• (ii) any Options held by the Participant that are not yet vested at the Termination Date immediately expire and are cancelled and forfeited to the Corporation on the Termination Date,

• (iii) the eligibility of a Participant to receive further grants under the Plan ceases as of the date that the Corporation or an Affiliate, as the case may be, provides the Participant with written notification that the Participant’s employment or term of office or engagement, is terminated, notwithstanding that such date may be prior to the Termination Date, and

• (iv) notwithstanding 6.9(b)(i) and 6.9(b)(ii) above, unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Options are not affected by a change of employment arrangement within or among the Corporation or an Affiliate for so long as the Participant continues to be an employee of the Corporation or an Affiliate.

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• (c) For purposes of section 6.9, the term, “Termination Date” means, in the case of a Participant whose employment or term of office or engagement with the Corporation or an Affiliate terminates:

• (i) by reason of the Participant’s death, the date of death;

• (ii) for any reason whatsoever other than death, the date of the Participant’s last day actively at work for or actively engaged by the Corporation or the Affiliate, as the case may be; and for greater certainty “Termination Date” in any such case specifically does not mean the date on which any period of contractual notice or reasonable notice that the Corporation or the Affiliate, as the case may be, may be required at law to provide to a Participant would expire.

6.10 Non-transferability of Options.

An Option granted under this Article 6 may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution.

ARTICLE 7 RESTRICTED SHARE UNITS

7.1 Grant of Restricted Share Units.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Restricted Share Units to Participants in such amounts and upon such terms as the Committee shall determine.

7.2 Restricted Share Unit Agreement.

Each Restricted Share Unit grant shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Restricted Share Units granted, the settlement date for Restricted Share Units, and any such other provisions as the Committee shall determine, provided that, no Restricted Share Unit shall vest (i) earlier than one year, or (ii) later than five years, after the date of grant, except that the Committee may in its sole discretion accelerate the vesting required by this Section 7.2 for a Participant who dies or who ceases to be an eligible Participant under the Plan in connection with a Change of Control.

7.3 Non-transferability of Restricted Share Units.

The Restricted Share Units granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated or disposed of by the Participant, whether voluntarily or by operation of law, otherwise than by testate succession or the laws of descent and distribution, until the end of the applicable Period of Restriction specified in the Award Agreement and until the date of settlement through delivery or other payment, and any attempt to do so will cause such Restricted Share Units to be null and void. A vested Restricted Share Unit shall be redeemable only by the Participant and, upon the death of a Participant, the person to whom the rights shall have passed by testate succession or by the laws of descent and distribution may redeem any vested Restricted Share Units in accordance with the provisions of Section 7.7.

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7.4 Other Restrictions.

The Committee shall impose, in the Award Agreement at the time of grant or anytime thereafter, such other conditions and/or restrictions on any Restricted Share Units granted pursuant to this Plan as it may deem advisable, including, without limitation, a requirement that Participants pay a stipulated purchase price for each Restricted Share Unit, restrictions based upon the achievement of specific performance criteria, timebased restrictions on vesting following the attainment of the performance criteria, time-based restrictions, restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Corporation upon vesting of such Restricted Share Units.

To the extent deemed appropriate by the Committee, the Corporation may retain the certificates representing Shares delivered in settlement of Restricted Share Units, in the Corporation’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or lapse. Restricted Share Units shall be settled through payment in Shares.

7.5 Voting Rights.

A Participant shall have no voting rights with respect to any Restricted Share Units granted hereunder.

7.6 Dividends and Other Distributions.

During the Period of Restriction, Participants holding Restricted Share Units granted hereunder may, if the Committee so determines, be credited with dividends paid with respect to the underlying Shares or Dividend Equivalents while they are so held in accordance with the Plan and otherwise in such a manner determined by the Committee in its sole discretion. Dividend Equivalents shall not apply to an Award unless specifically provided for in the Award Agreement. The Committee may apply any restrictions to the dividends or Dividend Equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or Dividend Equivalents, including cash, Shares and Restricted Share Units, provided that any Dividend Equivalents paid in the form of additional Awards shall reduce the applicable pool of Shares available for issuance of Awards. Notwithstanding the foregoing, if there are not a sufficient number of Shares available for issuance of Awards in the applicable pool, then the Committee cannot make the decision to pay Dividend Equivalents in the form of additional Awards and such Dividend Equivalent shall be paid in cash. Further, any additional Restricted Share Units credited to the Participant’s account in satisfaction of payment of dividends or Dividend Equivalents will vest in proportion to and will be paid under the Plan in the same manner as the Restricted Share Units to which they relate.

7.7 Death and other Termination of Employment.

• (a) Death: If a Participant dies while an Employee, Director of, or Consultant to, the Corporation or an Affiliate:

• (i) any Restricted Share Units held by the Participant that have not vested as at the Termination Date (as defined at Section 7.7(c) below) shall vest immediately;

• (ii) any Restricted Share Units held by the Participant that have vested (including Restricted Share Units vested in accordance with Section 7.7(a)(i)) as at the Termination Date (as defined at Section 7.7(c) below), shall be paid to the

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Participant’s estate in accordance with the terms of the Plan and Award Agreement; and

• (iii) such Participant’s eligibility to receive further grants of Restricted Share Units under the Plan ceases as of the Termination Date.

• (b) Termination other than Death: Unless determined otherwise by the Committee, or as may otherwise be set out in a Participant’s employment agreement (which shall have paramountcy over this clause), where a Participant’s employment or term of office or engagement terminates for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), then:

• (i) any Restricted Share Units held by the Participant that have vested before the Termination Date (as defined at Section 7.7(c) below) shall be paid to the Participant. Any Restricted Share Units held by the Participant that are not yet vested at the Termination Date (as defined at Section 7.7(c) below) will be immediately cancelled and forfeited to the Corporation on the Termination Date;

• (ii) the eligibility of a Participant to receive further grants under the Plan ceases as of the date that the Corporation or an Affiliate provides the Participant with written notification that the Participant’s employment or term of office or engagement, is terminated, notwithstanding that such date may be prior to the Termination Date; and

• (iii) notwithstanding Section 7.7(b)(i), unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Restricted Share Units are not affected by a change of employment arrangement within or among the Corporation or an Affiliate for so long as the Participant continues to be an employee of the Corporation or an Affiliate.

• (iv) Any settlement or redemption of any Restricted Share Units shall occur within one year following the Termination Date.

• (c) For purposes this Agreement, the term, “Termination Date” means, in the case of a Participant whose employment or term of office or engagement with the Corporation or an Affiliate terminates:

• (i) by reason of the Participant’s death, the date of death;

• (ii) by reason of termination for Cause, resignation by the Participant, the Participant’s last day actively at work for or actively engaged by the Corporation or an Affiliate;

• (iii) for any reason whatsoever other than death, termination for Cause, the later of the (A) date of the Participant’s last day actively at work for or actively engaged by the Corporation or the Affiliate, and (B) the last date of the Notice Period; and

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• (iv) the resignation of a Director and the expiry of a Director’s term on the Board without re-election (or nomination for election) shall each be considered to be a termination of his or her term of office.

7.8 Payment in Settlement of Restricted Share Units.

When and if Restricted Share Units become payable, the Participant issued such units shall be entitled to receive payment from the Corporation in settlement of such units, Shares (issued from treasury) of equivalent value (based on the FMV, as defined in the Award Agreement at the time of grant or thereafter by the Committee) or a combination thereof.

ARTICLE 8 DEFERRED SHARES UNITS

8.1 Grant of Deferred Share Units.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Deferred Share Units to Participants in such amounts and upon such terms as the Committee shall determine, provided that, no Deferred Share Unit shall vest earlier than one year after the date of grant, except that the Committee may in its sole discretion accelerate the vesting required by this Section 8.1 for a Participant who dies or who ceases to be an eligible Participant under the Plan in connection with a Change of Control.

8.2 Deferred Share Unit Agreement.

Each Deferred Share Unit grant shall be evidenced by an Award Agreement that shall specify the number of Deferred Share Units granted, the settlement date for Deferred Share Units, and any other provisions as the Committee shall determine, including, but not limited to a requirement that Participants pay a stipulated purchase price for each Deferred Share Unit, restrictions based upon the achievement of specific performance criteria, time-based restrictions, restrictions under applicable laws or under the requirements of any stock exchange or market upon which the Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Corporation upon vesting of such Deferred Share Units.

8.3 Value of Deferred Share Units.

Each Deferred Share Unit shall have an initial value equal to the FMV of a Share on the date of grant. The Committee shall set criteria for a Deferred Share Unit in its discretion, which, depending on the extent to which they are met, will determine, in the manner determined by the Committee and set forth in the Award Agreement, the value and/or number of each Deferred Share Unit that will be paid to the Participant.

8.4 Earning of Deferred Share Units.

Subject to the terms of this Plan and the applicable Award Agreement, after the applicable criteria for a Deferred Share Unit have been met, the holder of Deferred Share Units may be entitled to receive payout on the value and number of Deferred Share Units. Notwithstanding the foregoing, the Corporation shall have the ability to require the Participant to hold any Shares received pursuant to such Award for a specified period of time.

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8.5 Non-transferability of Deferred Share Units.

The Deferred Share Units granted herein may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated. All rights with respect to the Deferred Share Units granted to a Participant under the Plan shall be available during such Participant’s lifetime only to such Participant.

8.6 Death and other Termination of Employment

Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Deferred Share Units following termination of the Participant’s employment or other relationship with the Corporation or Affiliates. Such provisions shall be determined in the sole discretion of the Committee, need not be uniform among all Deferred Share Units issued pursuant to the Plan, and may reflect distinctions based on the reasons for termination. Any settlement or redemption of any Deferred Share Units shall occur within one year following the Termination Date. If a Participant dies while an Employee, Director of, or Consultant to, the Corporation or an Affiliate, all Deferred Share Units issued to such Participant shall be cancelled.

ARTICLE 9 PERFORMANCE SHARE UNITS

9.1 Grant of Performance Share Units.

Subject to the terms and conditions of the Plan, the Committee, at any time and from time to time, may grant Performance Share Units to Participants in such amounts and upon such terms as the Committee shall determine, provided that, no Performance Share Units shall vest earlier than one year after the date of grant, except that the Committee may in its sole discretion accelerate the vesting required by this Section 9.1 for a Participant who dies or who ceases to be an eligible Participant under the Plan in connection with a Change of Control.

9.2 Value of Performance Share Units.

Each Performance Share Units shall have an initial value equal to the FMV of a Share on the date of grant. The Committee shall set performance criteria for a Performance Period in its discretion, which, depending on the extent to which they are met, will determine, in the manner determined by the Committee and set forth in the Award Agreement, the value and/or number of each Performance Share Unit that will be paid to the Participant.

9.3 Earning of Performance Shares Units.

Subject to the terms of this Plan and the applicable Award Agreement, after the applicable Performance Period has ended, the holder of Performance Share Units shall be entitled to receive payout on the value and number of Performance Share Units, determined as a function of the extent to which the corresponding performance criteria have been achieved. Notwithstanding the foregoing, the Corporation shall have the ability to require the Participant to hold any Shares received pursuant to such Award for a specified period of time.

9.4 Form and Timing of Payment of Performance Share Units.

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Payment of vested Performance Share Units shall be as determined by the Committee and as set forth in the Award Agreement. Subject to the terms of the Plan, the Committee will pay vested Performance Share Units in the form of Shares issued from treasury equal to the value of the vested Performance Share Units at the end of the applicable Performance Period. Any Shares may be issued subject to any restrictions deemed appropriate by the Committee.

9.5 Dividends and Other Distributions.

The Committee shall determine whether Participants holding Performance Share Units will receive Dividend Equivalents with respect to dividends declared with respect to the Shares, provided that any Dividend Equivalents paid in the form of additional Awards shall reduce the applicable pool of Shares available for issuance of Awards. Notwithstanding the foregoing, if there are not a sufficient number of Shares available for issuance of Awards in the applicable pool, then the Committee cannot make the decision to pay Dividend Equivalents in the form of additional Awards and such Dividend Equivalent shall be paid in cash. Dividends or Dividend Equivalents may be subject to accrual, forfeiture or payout restrictions as determined by the Committee in its sole discretion.

9.6 Death and other Termination of Employment.

• (a) Death: If a Participant dies while an Employee, Director of, or Consultant to, the Corporation or an Affiliate:

• (i) the number of Performance Share Units held by the Participant that have not vested shall be adjusted as set out in the applicable Award Agreement (collectively referred to in this Section 9.6 as “ Deemed Awards ”);

• (ii) any Deemed Awards shall vest immediately;

• (iii) any Performance Share Units held by the Participant that have vested (including Deemed Awards vested in accordance with Section 9.6(a)(ii)) shall be paid to the Participant’s estate in accordance with the terms of the Plan and Award Agreement;

• (iv) any settlement or redemption of any Performance Share Units shall occur within one year following the Termination Date; and

• (v) such Participant’s eligibility to receive further grants of Performance Share Units under the Plan ceases as of the Termination Date (as defined at Section 9.6(c) below).

• (b) Termination other than Death: Unless determined otherwise by the Committee, or as may otherwise be set out in a Participant’s employment agreement (which shall have paramountcy over this clause), where a Participant’s employment or term of office or engagement terminates for any reason other than death (whether such termination occurs with or without any or adequate notice or reasonable notice, or with or without any or adequate compensation in lieu of such notice), then:

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• (i) any Performance Share Units held by the Participant that have vested before the Termination Date shall be paid to the Participant in accordance with the terms of the Plan and Award Agreement, and any Performance Share Units held by the Participant that are not yet vested at the Termination Date will be immediately cancelled and forfeited to the Corporation on the Termination Date;

• (ii) the eligibility of a Participant to receive further grants under the Plan ceases as of the date that the Corporation or an Affiliate provides the Participant with written notification that the Participant’s employment or term of office or engagement, is terminated, notwithstanding that such date may be prior to the Termination Date;

• (iii) any settlement or redemption of any Performance Share Units shall occur within one year following the Termination Date; and

• (iv) unless the Committee, in its sole discretion, otherwise determines, at any time and from time to time, Performance Share Units are not affected by a change of employment arrangement within or among the Corporation or an Affiliate for so long as the Participant continues to be an employee of the Corporation or an Affiliate.

• (c) For purposes of this Section 9.6, the term, “Termination Date” has the meaning set out in Section 7.7(c).

9.7 Non-transferability of Performance Share Units.

Performance Share Units may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, a Participant’s rights under the Plan shall inure during such Participant’s lifetime only to such Participant.

ARTICLE 10 BENEFICIARY DESIGNATION

10.1 Beneficiary.

A Participant’s “beneficiary” is the person or persons entitled to receive payments or other benefits or exercise rights that are available under the Plan in the event of the Participant’s death. A Participant may designate a beneficiary or change a previous beneficiary designation at such times as prescribed by the Committee and by using such forms and following such procedures approved or accepted by the Committee for that purpose. If no beneficiary designated by the Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the Participant’s death, the beneficiary shall be the Participant’s estate.

10.2 Discretion of the Committee.

Notwithstanding the provisions above, the Committee may, in its discretion, after notifying the affected Participants, modify the foregoing requirements, institute additional requirements for beneficiary designations, or suspend the existing beneficiary designations of living Participants or the process of

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determining beneficiaries under this Article 10, or both, in favor of another method of determining beneficiaries.

ARTICLE 11 RIGHTS OF PERSONS ELIGIBLE TO PARTICIPATE

11.1 Employment.

Nothing in the Plan or an Award Agreement shall interfere with or limit in any way the right of the Corporation or an Affiliate to terminate any Participant’s employment, consulting or other service relationship with the Corporation or an Affiliate at any time, nor confer upon any Participant any right to continue in the capacity in which he or she is employed or otherwise serves the Corporation or an Affiliate.

Neither an Award nor any benefits arising under this Plan shall constitute part of an employment or service contract with the Corporation or an Affiliate, and, accordingly, subject to the terms of this Plan, this Plan may be terminated or modified at any time in the sole and exclusive discretion of the Committee or the Board without giving rise to liability on the part of the Corporation or an Affiliate for severance payments or otherwise, except as provided in this Plan.

For purposes of the Plan, unless otherwise provided by the Committee, a transfer of employment of a Participant between the Corporation and an Affiliate or among Affiliates, shall not be deemed a termination of employment.

11.2 Participation.

No Employee or other Person eligible to participate in the Plan shall have the right to be selected to receive an Award. No person selected to receive an Award shall have the right to be selected to receive a future Award, or, if selected to receive a future Award, the right to receive such future Award on terms and conditions identical or in proportion in any way to any prior Award.

11.3 Rights as a Shareholder.

A Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder of such Shares.

ARTICLE 12 CHANGE OF CONTROL

12.1 Accelerated Vesting and Payment.

Subject to the provisions of Section 12.2 or as otherwise provided in the Plan or the Award Agreement, in the event of a Change of Control, the Committee shall have the discretion to unilaterally determine that all outstanding Awards shall be cancelled upon a Change of Control, and that the value of such Awards, as determined by the Committee in accordance with the terms of the Plan and the Award Agreements, shall be paid out in cash in an amount based on the Change of Control Price within a reasonable time subsequent to the Change of Control, subject to the approval of the Exchange.

12.2 Alternative Awards.

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Notwithstanding Section 12.1, no cancellation, acceleration of vesting, lapsing of restrictions or payment of an Award shall occur with respect to any Award if the Committee reasonably determines in good faith prior to the occurrence of a Change of Control that such Award shall be honored or assumed, or new rights substituted therefor (with such honored, assumed or substituted Award hereinafter referred to as an “ Alternative Award ”) by any successor to the Corporation or an Affiliate as described in Article 14; provided, however, that any such Alternative Award must:

• (a) be based on stock which is traded on a recognized stock exchange;

• (b) provide such Participant with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule (including vesting upon termination of employment) and identical or better timing and methods of payment;

• (c) recognize, for the purpose of vesting provisions, the time that the Award has been held prior to the Change of Control;

• (d) provide for similar eligibility requirements for such Alternative Award as provided for in the Plan; and

• (e) have substantially equivalent economic value to such Award (determined prior to the time of the Change of Control).

ARTICLE 13 AMENDMENT, MODIFICATION, SUSPENSION AND TERMINATION

13.1 Amendment, Modification, Suspension and Termination.

• (a) Except as set out in clauses (b) and (c) below, and as otherwise provided by law, or Exchange rules, the Committee or Board may, at any time and from time to time, alter, amend, modify, suspend or terminate the Plan or any Award in whole or in part without notice to, or approval from, shareholders, including, but not limited to for the purposes of:

• (i) making any amendments not inconsistent with the Plan as may be necessary or desirable with respect to matters or questions which, in the good faith opinion of the Board, it may be expedient to make, including amendments that are desirable as a result of changes in law or as a “housekeeping” matter; or

• (ii) making such changes or corrections which are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error.

• (b) Other than as expressly provided in an Award Agreement or as set out in Section 12.2 hereof or with respect to a Change of Control, the Committee shall not alter or impair any rights or increase any obligations with respect to an Award previously granted under the Plan without the consent of the Participant.

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• (c) The following amendments to the Plan shall require the prior approval of the Corporation’s shareholders, other than, in respect of the amendments contemplated under Sections 13.1(c)(i)-(iii) below, those carried out pursuant to Section 4.10 hereof:

• (i) A reduction in the Option Price of a previously granted Option benefitting an Insider of the Corporation or one of its Affiliates.

• (ii) Any amendment or modification which would increase the total number of Shares available for issuance under the Plan.

• (iii) An increase to the limit on the number of Shares issued or issuable under the Plan to Insiders of the Corporation;

• (iv) An extension of the expiry date of an Option other than as otherwise permitted hereunder in relation to a Blackout Period or otherwise; or

• (v) Any amendment to the amendment provisions of the Plan under this Section 13.1.

• (d) Notwithstanding the foregoing, amendments to the terms of the Plan or to grants or issuances of Awards hereunder will be subject to the approval of the TSXV and to shareholder approval, as required by Policy 4.4 and other applicable policies of the TSXV.

13.2 Awards Previously Granted.

Notwithstanding any other provision of the Plan to the contrary, no termination, amendment, suspension or modification of the Plan shall adversely affect in any material way any Award previously granted under the Plan, without the written consent of the Participant holding such Award.

ARTICLE 14 WITHHOLDING

14.1 Withholding.

The Corporation or any Affiliate shall have the power and the right to deduct or withhold, or require a Participant to remit to the Corporation or any Affiliate, an amount sufficient to satisfy federal, state and local taxes or provincial, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising or as a result of this Plan or any Award hereunder. The Committee may provide for Participants to satisfy withholding requirements by having the Corporation withhold and sell Shares or the Participant making such other arrangements, including the sale of Shares, in either case on such conditions as the Committee specifies.

14.2 Acknowledgement.

Participant acknowledges and agrees that the ultimate liability for all taxes legally payable by Participant is and remains Participant’s responsibility and may exceed the amount actually withheld by the Corporation. Participant further acknowledges that the Corporation: (a) makes no representations or undertakings regarding the treatment of any taxes in connection with any aspect of this Plan; and (b) does not commit to and is under no obligation to structure the terms of this Plan to reduce or eliminate Participant’s liability for

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taxes or achieve any particular tax result. Further, if Participant has become subject to tax in more than one jurisdiction, Participant acknowledges that the Corporation may be required to withhold or account for taxes in more than one jurisdiction.

ARTICLE 15 SUCCESSORS

15.1 Successors.

Rights and obligations under the Plan may be assigned by the Corporation (without the consent of Participants) to a successor in the business of the Corporation, any Company resulting from any amalgamation, reorganization, combination, merger or arrangement of the Corporation, or any Company acquiring all or substantially all of the assets or business of the Corporation. Any obligations of the Corporation or an Affiliate under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Corporation or Affiliate, respectively, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation or otherwise, of all or substantially all of the businesses and/or assets of the Corporation or Affiliate, as applicable.

ARTICLE 16 GENERAL PROVISIONS

16.1 Forfeiture Events.

Without limiting in any way the generality of the Committee’s power to specify any terms and conditions of an Award consistent with law, and for greater clarity, the Participant’s rights, payments and benefits with respect to an Award shall, at the sole discretion of the Committee, be subject to reduction, cancellation, forfeiture of any vested and unvested Awards or recoupment of any payments or settlements made in the current Fiscal Year or immediately prior Fiscal Year (provided such determination is made within 45 days of the end of that Fiscal Year) upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such specified events shall include, but shall not be limited to, any of: (a) the Participant’s failure to accept the terms of the Award Agreement, violation of material Corporation and Affiliate policies, breach of non-competition, confidentiality, non-solicitation, non-interference, corporate property protection or other agreements that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Corporation and Affiliates; (b) the Participant’s misconduct, fraud, gross negligence; and (c) the restatement of the financial statements of the Corporation that resulted in Awards which should not have vested, settled, or been paid had the original financial statements been properly stated. Except as expressly otherwise provided in this Plan or an Award Agreement, the termination and the expiry of the period within which an Award will vest and may be exercised by a Participant shall be based upon the last day of actual service by the Participant to the Corporation and specifically does not include any period of notice that the Corporation may be required to provide to the Participant under applicable employment law.

16.2 Legend.

The certificates for Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer of such Shares.

16.3 Delivery of Title.

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The Corporation shall have no obligation to issue or deliver evidence of title for Shares issued under the Plan prior to:

• (a) Obtaining any approvals from governmental agencies that the Corporation determines are necessary or advisable; and

• (b) Completion of any registration or other qualification of the Shares under any applicable law or ruling of any governmental body that the Corporation determines to be necessary or advisable.

16.4 Investment Representations.

The Committee may require each Participant receiving Shares pursuant to an Award under this Plan to represent and warrant in writing that the Participant is acquiring the Shares for investment and without any present intention to sell or distribute such Shares.

16.5 Uncertificated Shares.

To the extent that the Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a non-certificated basis to the extent not prohibited by applicable law or the rules of any applicable stock exchange.

16.6 Unfunded Plan.

Participants shall have no right, title or interest whatsoever in or to any investments that the Corporation or an Affiliate may make to aid it in meeting its obligations under the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Corporation or an Affiliate and any Participant, beneficiary, legal representative or any other person. Awards shall be general unsecured obligations of the Corporation, except that if an Affiliate executes an Award Agreement instead of the Corporation the Award shall be a general unsecured obligation of the Affiliate and not any obligation of the Corporation. To the extent that any individual acquires a right to receive payments from the Corporation or an Affiliate, such right shall be no greater than the right of an unsecured general creditor of the Corporation or Affiliate, as applicable. All payments to be made hereunder shall be paid from the general funds of the Corporation or Affiliate, as applicable, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in the Plan.

16.7 No Fractional Shares.

No fractional Shares shall be issued or delivered pursuant to the Plan or any Award Agreement. In such an instance, unless the Committee determines otherwise, fractional Shares and any rights thereto shall be forfeited or otherwise eliminated.

16.8 Other Compensation and Benefit Plans.

Nothing in this Plan shall be construed to limit the right of the Corporation or an Affiliate to establish other compensation or benefit plans, programs, policies or arrangements. Except as may be otherwise specifically

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stated in any other benefit plan, policy, program or arrangement, no Award shall be treated as compensation for purposes of calculating a Participant’s rights under any such other plan, policy, program or arrangement.

16.9 No Constraint on Corporate Action.

Nothing in this Plan shall be construed (i) to limit, impair or otherwise affect the Corporation’s or an Affiliate’s right or power to make adjustments, reclassifications, reorganizations or changes in its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell or transfer all or any part of its business or assets, or (ii) to limit the right or power of the Corporation or an Affiliate to take any action which such entity deems to be necessary or appropriate.

16.10 Compliance with Canadian Securities Laws.

All Awards and the issuance of Shares underlying such Awards issued pursuant to the Plan will be issued pursuant to an exemption from the prospectus requirements of Canadian securities laws where applicable.

ARTICLE 17 LEGAL CONSTRUCTION

17.1 Gender and Number.

Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.

17.2 Severability.

In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

17.3 Requirements of Law.

The granting of Awards and the issuance of Shares under the Plan shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or securities exchanges as may be required. The Corporation or an Affiliate shall receive the consideration required by law for the issuance of Awards under the Plan. The inability of the Corporation or an Affiliate to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Corporation or an Affiliate to be necessary for the lawful issuance and sale of any Shares hereunder, shall relieve the Corporation or Affiliate of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

17.4 Governing Law.

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The Plan and each Award Agreement shall be governed by the laws of the Province of British Columbia excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the substantive law of another jurisdiction.

SCHEDULE “K” – AUDIT COMMITTEE CHARTER OF THE COMPANY

(Attached)

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AUDIT COMMITTEE CHARTER

ARTICLE 1 PURPOSE

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

ARTICLE 2 COMPOSITION, PROCEDURE, AND ORGANIZATION

2.1 The Committee shall consist of at least three members of the Board, the majority of whom shall qualify as "independent" (as such term is defined in National Policy 58-101 – Corporate Governance Guidelines, or as under other applicable securities laws and exchange requirements).

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

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

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

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

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

2.7 Meetings of the Committee shall be conducted as follows:

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• (a) the Committee shall meet at least four times annually at such times and at such locations or through some form of telecommunications as maybe requested by the chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee;

• (b) the external auditors shall receive notice of and have the right to attend all meetings of the Committee, however, their presence is only required at the meeting for the annual financial statement review; and

• (c) management representatives may be invited to attend all meetings except private sessions with the external auditors.

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

ARTICLE 3 ROLES AND RESPONSIBILITIES

• 3.1 The overall duties and responsibilities of the Committee shall be as follows:

• (a) to assist the Board in the discharge of its responsibilities relating to the Company’s accounting principles, reporting practices and internal controls and its approval of the Company’s annual and interim consolidated financial statements and related financial disclosure;

• (b) to establish and maintain a direct line of communication with the Company’s external auditors and assess their performance;

• (c) to ensure that the management of the Company has designed, implemented and is maintaining an effective system of internal financial controls; and

• (d) to report regularly to the Board on the fulfilment of its duties and responsibilities.

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

• (a) to recommend to the Board a firm of external auditors to be engaged by the Company, and to verify the independence of such external auditors;

• (b) to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;

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• (c) review the audit plan of the external auditors prior to the commencement of the audit;

• (d) to review with the external auditors, upon completion of their audit:

• (i) contents of their report;

• (ii) scope and quality of the audit work performed;

• (iii) adequacy of the Company’s financial and auditing personnel;

• (iv) co-operation received from the Company’s personnel during the audit;

• (v) internal resources used;

• (vi) significant transactions outside of the normal business of the Company;

• (vii) significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and

• (viii) the non-audit services provided by the external auditors;

• (e) to discuss with the external auditors the quality and not just the acceptability of the Company’s accounting principles; and

• (f) to implement structures and procedures to ensure that the Committee meets the external auditors on a regular basis in the absence of management.

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

• (a) review the appropriateness and effectiveness of the Company’s policies and business practices which impact on the financial integrity of the Company, including those relating to insurance, accounting, information services and systems and financial controls, management reporting and risk management;

• (b) review compliance under the Company’s business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Committee may deem appropriate;

• (c) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Company; and

• (d) periodically review the Company’s financial and auditing procedures and the extent to which recommendations made by the external auditors have been implemented.

• 3.4 The Committee is also charged with the responsibility to:

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• (a) review and approve the Company’s annual and interim financial statements and related Management’s Discussion & Analysis (“ MD&A ”), including the impact of unusual items and changes in accounting principles and estimates;

• (b) review and approve the financial sections of any of the following disclosed documents prepared by the Company:

• (i) the annual report to shareholders;

• (ii) the annual information form;

• (iii) annual MD&A;

• (iv) prospectuses; and

• (v) other public reports of a financial nature requiring approval by the Board,

and report to the Board with respect thereto;

• (c) review regulatory filings and decisions as they relate to the Company’s consolidated financial statements;

• (d) review the appropriateness of the policies and procedures used in the preparation of the Company’s consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;

• (e) review and report on the integrity of the Company’s consolidated financial statements;

• (f) review the minutes of any audit committee meeting of subsidiary companies;

• (g) review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Company and the manner in which such matters have been disclosed in the consolidated financial statements;

• (h) review the Company’s compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information; and

• 3.5 Without limiting the generality of anything in this Charter, the Committee has the authority:

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

• (b) to communicate directly with the Auditor.

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ARTICLE 4 EFFECTIVE DATE

• 4.1 This Charter was approved and adopted by the Board on July 12, 2018.

• 4.2 This Charter was updated by the Board on March 1, 2021 .

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CERTIFICATE OF THE COMPANY

Dated: July 31, 2024

The foregoing document constitutes full, true and plain disclosure of all material facts relating to the securities of Outback Goldfields Corp. assuming completion of the proposed Acquisition and the Disposition.

“Chris Donaldson” “Ota Hally” CHRIS DONALDSON OTA HALLY President, Chief Executive Officer Chief Financial Officer and Director

ON BEHALF OF THE BOARD OF DIRECTORS

“Craig Parry” “Louis Archambeault” CRAIG PARRY LOUIS ARCHAMBEAULT Director Director

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CERTIFICATE OF THE TARGET

Dated: July 31, 2024

The foregoing document, as it relates to Sakumpu Exploration Oy, constitutes full, true and plain disclosure of all material facts relating to the securities of to Sakumpu Exploration Oy.

“Andrea Betti”

ANDREA BETTI Chairperson

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ACKNOWLEDGMENT PERSONAL INFORMATION

“Personal Information” means any information about an identifiable individual, and includes information contained in any items in the foregoing Circular that are analogous to Items 4.2, 11, 13.1, 16, 18.2, 19.2, 24, 25, 27, 32.3, 33, 34, 35, 36, 37, 38, 39, 41 and 42 of Form 3D1 – Information Required in an Information Circular for a Reverse Takeover or Change of Business.

The undersigned hereby acknowledges and agrees that it has obtained the express written consent of each individual to:

• (a) the disclosure of Personal Information by the undersigned to the TSXV (as defined in Appendix 6B) pursuant to the Form 3D1 – Information Required in an Information Circular for a Reverse Takeover or Change of Business; and

• (b) the collection, use and disclosure of Personal Information by the TSXV for the purposes described in Appendix 6B or as otherwise identified by the TSXV, from time to time.

Dated: July 31, 2024.

OUTBACK GOLDFIELDS CORP.

Per:

“Chris Donaldson”

Authorized Signatory

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