Treasury Metals : Financial Reporting Document

ANNUAL INFORMATION FORM

FOR THE YEAR ENDED DECEMBER 31, 2023

Dated March 21, 2024

TABLE OF CONTENTS

1.	PRELIMINARY INFORMATION	1
	1.1	Date of Information	1
	1.2	Forward-Looking Information	1
	1.3	Cautionary Note regarding Mineral Resource Estimates	1
	1.4	Currency	2
	1.5	Imperial Equivalents	2
	1.6	Non-IFRS Measures	2
2.	CORPORATE STRUCTURE	3
	2.1	Name and Incorporation	3
	2.2	Intercorporate Relationships	3
3.	GENERAL DEVELOPMENT OF THE BUSINESS	3
	3.1	Three-Year History	3
	3.2	Significant Acquisitions	6
4.	DESCRIPTION OF THE BUSINESS	6
	4.1	General	6
	4.2	Specialized Skill and Knowledge	6
	4.3	Competitive Conditions	6
	4.4	Business Cycles	6
	4.5	Environmental Protection	6
	4.6	Social and Environmental Policies	7
	4.7	Employees	7
	4.8	Foreign Operations	7
5.	MINERAL PROJECTS	7
	5.1	Material Mineral Project - Goliath Gold Complex	7
	5.2	Exploration and Development Update	31
	5.3	Other Exploration Projects	33
6.	RISK FACTORS	35
7.	DIVIDENDS	43
8.	DESCRIPTION OF CAPITAL STRUCTURE	44
9.	MARKET FOR SECURITIES	44
10.	ESCROWED SECURITIES	45
11.	DIRECTORS AND OFFICERS	45
12.	AUDIT COMMITTEE INFORMATION	48
	12.1	Audit Committee	48
	12.2	Composition of the Audit Committee	48
	12.3	Pre-Approval Policies and Procedures	48
	12.4	External Auditor Service Fees	48
13.	PROMOTERS	49
14.	LEGAL PROCEEDINGS AND REGULATORY ACTIONS	49
15.	INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	49
16.	TRANSFER AGENT AND REGISTRAR	49
17.	MATERIAL CONTRACTS	49
18.	INTEREST OF EXPERTS	50
19.	ADDITIONAL INFORMATION	50
APPENDIX "A"	51

1. PRELIMINARY INFORMATION

1.1 Date of Information

Information in this Annual Information Form ("AIF") is as at December 31, 2023, unless otherwise indicated.

1.2 Forward-Looking Information

This annual information form (this "AIF") of Treasury Metals Inc. (the "Company", "Treasury Metals" or "Treasury") includes certain "forward-looking information" and "forward-looking statements" (collectively, forward-looking information") within the meaning of Canadian and United States securities legislation, which are based on expectations, estimates and projections as of the date of this AIF. This forward-looking information includes, or may be based upon, without limitation, statements relating to the future financial or operating performance of the Company, the Company's mineral projects, the future price of metals, the estimation of mineral resources and mineral reserves, the realization of mineral resource and mineral reserve estimates, the timing and amount of estimated future production (if any), capital, operating and exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, use of proceeds from financings, proposed extensions regarding the flow-through funds spend period, the ability of the Company to obtain any outstanding permits or approvals required for its operations on the timing described herein (if at all), the timing and ability of the Company to advance the Goliath Gold Complex (as defined herein) towards a construction decision (if at all), requirements for additional capital, government regulation of mining operations and mineral exploration activities, environmental risks, title disputes or claims, limitations of insurance coverage, development of the Goliath Gold Complex, the results of the Prefeasibility Study, timing to complete a feasibility study on the Goliath Gold Complex (if at all), and advancement of exploration activities and optimization studies. As well, all of the results of the Prefeasibility Study constitute forward-looking information and include future estimates of gross revenue, future production, estimates of cash cost, proposed mining plans and methods, mine life estimates, cash flow forecasts, metal recoveries and estimates of capital and operating costs. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes", or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might", or "will" be taken, occur or be achieved.

Forward-looking information involves known or unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from those projected by such forward-looking information. Such factors include, among others, the actual results of current exploration activities, access to capital and future prices of precious and base metals and those factors discussed in "Risk Factors" of this AIF.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein are made as of the date of this AIF, based on the opinions and estimates of management, and, except as may be required by applicable securities laws, the Company disclaims any obligation to update any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise. There can be no assurance that the forward-looking information contained in this AIF, and the documents incorporated by reference herein, will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

1.3 Cautionary Note regarding Mineral Resource Estimates

This AIF uses the terms measured, indicated and inferred mineral resources as a relative measure of the level of confidence in the resource estimate. Readers are cautioned that mineral resources are not mineral reserves and that the economic viability of resources that are not mineral reserves has not been demonstrated. The mineral resource estimate disclosed in this AIF may be materially affected by geology, environmental, permitting, legal, title, socio- political, marketing or other relevant issues. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to an indicated or measured mineral resource category, however, it is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration. The mineral resource estimate is classified in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum's "CIM Definition Standards on Mineral Resources and Mineral Reserves" incorporated by reference into NI 43-101 (as defined herein). Under NI 43-101, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies or economic studies except for preliminary economic assessments. Readers are cautioned not to assume that further work on the stated resources will lead to mineral reserves that can be mined economically.

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1.4 Currency

The Canadian dollar is the reporting currency and currency of measurement of the Company. All monetary amounts in this AIF are expressed in Canadian dollars (CAD) unless otherwise indicated and all references to "US$" refer to United States (U.S.) dollars.

The following table sets forth: (i) the rates of exchange for U.S. dollars expressed in Canadian dollars in effect at the ends of the periods indicated; (ii) the average exchange rates in effect during such periods; (iii) the high rate of exchange in effect during such periods; and (iv) the low rate of exchange in effect during such periods, such rates, in each case, based on the noon or daily average exchange rate, as applicable, for conversion of one U.S. dollar to Canadian dollars as reported by the Bank of Canada.

		Year ended December 31
US$ to CAD	2023(1)		2022(1)		2021(1)
Period End	1.3226		1.3544		1.2678
Average	1.3497		1.3013		1.2535
High	1.3875		1.3856		1.2942
Low	1.3128		1.2451		1.2040

(1) Exchange rate based on the daily average rate of exchange as reported by the Bank of Canada.

On March 21, 2024, the daily average rate of exchange as reported by the Bank of Canada for the conversion of United States dollars into Canadian dollars was US$1.00 = CAD1.3525.

1.5 Imperial Equivalents

For ease of reference, the following factors for converting metric units to imperial equivalents are provided:

To Convert from Metric	To Imperial	Multiplier
Hectares (ha)	Acres	2.471
Metres (m)	Feet (ft)	3.281
Kilometres (km)	Miles	0.621
Tonnes	Tons (2,000 pounds)	1.102
Grams/tonne	Ounces/ton (troy/ton)	0.029

1.6 Non-IFRS Measures

The Company has included various references in this document that constitute "specified financial measures" within the meaning of National Instrument 52-112Non-GAAP and Other Financial Measures Disclosure of the Canadian Securities Administrators, such as, for example, Free Cash Flow, EBITDA, Total Cash Cost and All-In Sustaining Cost. None of these specified measures is a standardized financial measure under IFRS and these measures might not be comparable to similar financial measures disclosed by other issuers. Each of these measures is intended to provide additional information to the reader and should not be considered in isolation or as a substitute for measures prepared in accordance with IFRS. Certain non-IFRS financial measures used in this AIF and common to the gold mining industry are defined below.

Cash Costs and Cash Costs Per Ounce

Cash Costs are reflective of the cost of production. Cash Cost reported in the Prefeasibility Study include mining costs, processing & water treatment costs, general and administrative costs of the mine, off-site costs, refining costs, transportation costs and royalties. Cash Costs per Ounce is calculated as Cash Costs divided by payable gold ounces.

All-in Sustaining Costs and All-in Sustaining Cost Per Ounce

All-in Sustaining Costs (AISC) is reflective of all of the expenditures that are required to produce an ounce of gold from operations. AISC reported in the Prefeasibility Study includes cash costs, sustaining capital, expansion capital and closure costs, but excludes corporate general and administrative costs and salvage. AISC per Ounce is calculated as AISC divided by payable gold ounces.

Free Cash Flow (FCP)

FCF deducts capital expenditures from net cash provided by operating activities. Management believes this to be a useful indicator of our ability to operate without reliance on additional borrowing or usage of existing cash. Free cash flow is intended to provide additional information only and does not have any standardized definition under IFRS and

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should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The measure is not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate this measure differently.

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)

EBITDA excludes net earnings, income tax expense, financing costs, finance income and depreciation. Management believes that EBITDA is a valuable indicator of our ability to generate income by producing operating cash flow to fund working capital needs, service debt obligations, and fund capital expenditures. Management uses EBITDA for this purpose.

2. CORPORATE STRUCTURE

2.1 Name and Incorporation

The Company was incorporated under the name Divine Lake Exploration Inc. by Articles of Incorporation dated December 31, 1997 under the Business Corporations Act (Ontario) (the "OBCA"). The articles of the Company were amended on November 13, 2007 to change the name of the Company to Treasury Metals Inc. and on March 20, 2008 to remove certain restrictions on the transfer of the Common Shares ("Common Shares") of the Company. Effective as at August 11, 2020, the Company completed the consolidation of its Common Shares on the basis of three pre- consolidation Common Shares for each post-consolidation Common Share (the "Consolidation"). On March 9, 2021, Tamaka Gold Corporation ("Tamaka"), a wholly-owned subsidiary of First Mining Gold Corp., amalgamated with its wholly-owned subsidiary, Goldlund Resources Inc. Immediately following the completion of this amalgamation, Tamaka amalgamated with the Company.

The registered and head office of the Company is located at 15 Toronto Street, Suite 401, Toronto, Ontario, Canada M5C 2E3. The Company maintains a website at www.treasurymetals.com.

The Company is a reporting issuer in Ontario, Alberta and British Columbia. Treasury Metals' Common Shares are listed on the Toronto Stock Exchange (the "TSX") under the symbol "TML" and also trade on the OTCQX® Best Market ("OTCQX") under the symbol "TSRMF". In addition, the Company had common share purchase warrants that traded on the TSX (under the symbol "TML.WT") and the OTCQX (under the symbol "TRYMF") (see "General Development of the Business - Three-YearHistory - Fiscal Year ended December 31, 2021"). These warrants expired on August 7, 2023 and were delisted from the TSX and OTCQX on August 8, 2023.

2.2 Intercorporate Relationships

The Company has one wholly-owned subsidiary, Goldeye Explorations Limited ("Goldeye"), which was acquired in November 2016.

3. GENERAL DEVELOPMENT OF THE BUSINESS

3.1 Three-Year History

Over the three most recently completed financial years, the following events contributed materially to the development of the Company's business and are discussed in greater detail below.

Financial Year ended December 31, 2021

• On February 2, 2021, the Company announced the positive results from an independent Preliminary Economic
  Assessment ("PEA") of the Goliath and Goldlund projects. The PEA indicated the case for the project supporting a 13-year mine life with average annual production of 102,000 ounces of gold for the first nine years, with a post- tax net present value ("NPV") of $328 million and internal rate of return ("IRR") of 30.2%. Subsequently, on March 11, 2021, the Company filed on SEDAR (now SEDAR+) a technical report entitled "NI 43-101Technical Report & Preliminary Economic Assessment of the Goliath Gold Complex", dated March 10, 2021 with an effective date of January 28, 2021, led by independent consultants Ausenco Engineering Canada Inc.
• On March 10, 2021, the Company closed a $17.6 million financing through the issuance of 10.6 million nonflow- through and 6.8 million flow-through Special Warrants, the amendment of the convertible debt extending the maturity to June 30, 2023 and the partial assignment of the debt to Sprott Resource Lending.

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• On March 25, 2021, the Company announced the appointment of Orin Baranowsky to the position of Chief Financial Officer effective April 1, 2021.
• Effective June 28, 2021, Jeremy Wyeth was appointed to the Board of Directors (the "Board") of the Company and Rachel Pineault was appointed Vice-President, Human Resources and Community Engagement.
• Within 12 months of closing of the Goldlund Acquisition, pursuant to the Investor Rights Agreement between Treasury and First Mining, First Mining was to reduce its ownership stake in Treasury Metals to no greater than 19.9%. On July 15, 2021, First Mining distributed 23.3 million of the Treasury Metals Common Shares and 11.7 million Treasury Metals common share purchase warrants to its shareholders, retaining approximately 20 million Treasury Metals Common Shares following the distribution. As per the agreement with First Mining, the Company listed the Common Share purchase warrants issued to First Mining as part of the consideration for the purchase of Tamaka on the TSX under the symbol TML.WT. Upon completion of the distribution of 23.3 million Common Shares and 11.7 million Common Share purchase warrants, First Mining held 20 million Common Shares, representing 11.2% of Treasury Metals' outstanding Common Shares as at December 31, 2023. The warrants expired on August 7, 2023.
• On November 8, 2021, the Company closed a previously-announced financing (October 21, 2021) by way of a non-brokered private placement for aggregate proceeds of $6.5 million through the issuance of 7.7 million flow- through shares of the Company at a price of $0.85 per flow-through share.

Financial Year ended December 31, 2022

• On February 11, 2022, the Company entered into a royalty agreement (the "Sprott Royalty") with an affiliate of
  Sprott Resource Streaming and Royalty Corp. ("Sprott") for a US$20 million royalty financing, the proceeds to be used to facilitate a decision on construction at the Goliath Gold Complex. Pursuant to the terms of the agreement, Sprott will receive a 2.2% net smelter return royalty from all minerals produced at the Goliath Gold Complex for the life of the project. The terms of the agreement provide among other things a buyback provision by the Company, a step-down royalty reduction upon achieving certain production targets, minimum payments to Sprott of US$500,000 on a quarterly basis, payable in cash or Common Shares, until the earlier of December 31, 2027, or achievement of commercial production and a participation right for further project financing to a maximum of US$40 million by Sprott. The royalty transaction closed on April 11, 2022.
• On April 14, 2022, the Company announced an updated Mineral Resource Estimate (effective Date - January
  17, 2022) for the Goliath Gold Complex (the "2022 MRE"). The 2022 MRE is based on a total of 3,185 drill holes measuring 540,329 metres for the Goliath, Goldlund and Miller deposits, incorporating 176 new drill holes and 41,072 metres since the mineral resource estimate set out in the PEA. The 2022 MRE forms the basis for the prefeasibility study for the Project. See "Mineral Projects" in this AIF.
• On June 28, 2022, the Company held its annual general meeting of shareholders. At the meeting, two directors, Marc Henderson and Daniel Wilton, did not stand for re-election. Two new nominees, Margot Naudie and Paul McRae, were elected to the Board. Detailed information on the 2022 slate of directors can be found in the Company's Notice of Meeting and Management Information Circular mailed to shareholders as of the meeting's record date, May 2, 2022, as well as filed under the Company's issuer profile on SEDAR+ at www.sedarplus.ca and posted on the Company's website, along with the other meeting materials at https://treasurymetals.com/investors/annual-meeting-of-shareholders/.
• Also on June 28, 2022, the Company announced that David Whittle, an independent member of the Board since August 2020, had been appointed Chair of the Board, replacing William Fisher (who remained a member of the Board).

Financial Year ended December 31, 2023

• On February 22, 2023, the Company provided the results of the independent prefeasibility study for the Goliath Gold Complex prepared in accordance with National Instrument 43-101 - Standards for Disclosure for Mineral Projects ("NI 43-101"). The technical report entitled "Goliath Gold Complex - NI 43-101 Technical Report and Prefeasibility Study" dated March 27, 2023 with an effective date of February 22, 2023 (the "Prefeasibility Study") was filed under the Company's profile on SEDAR+ at www.sedarplus.caon March 27, 2023. The Prefeasibility Study is the current technical report for the Goliath Gold Complex. See "Mineral Projects - Material Mineral Project" in this AIF.

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• On June 1, 2023, the Company completed a non-brokered private placement (the "offering"), raising gross proceeds of approximately $1.41 million through the issuance of 3.11 million common shares ("FT Shares") at a price of $0.452 per FT Share which qualify as "flow-through shares" with respect to "Canadian exploration expenses" within the meaning of the Income Tax Act (Canada) (the "ITA"). The gross proceeds raised from the offering will be used by the Company to fund exploration programs related to the Company's projects that qualify as "Canadian exploration expenses" and "flow-through mining expenditures" (as those terms are defined in the ITA) (the "Qualifying Expenditures"). All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Shares effective no later than December 31, 2024.
• On June 15, 2023, the Company negotiated a sixth amendment to its existing convertible debt with Extract
  Lending LLC and Extract Capital Master Fund Ltd (together, "Extract"). The sixth amendment resulted in the maturity date of the convertible debt being extended to June 30, 2026 (previously June 30, 2023). In addition, the interest rate was changed to a fixed rate of 9.75% per annum (previously a 12-month LIBOR (minimum of 200 basis points) plus 6.50%). As partial compensation for the amendment, Extract was awarded 8,220,655 Warrants. These Warrants can be exercised up to June 15, 2026, at an exercise price of $0.441 per share, with each Warrant being exercisable for one Common Share.
• On June 28, 2023, the Company held its annual general meeting of shareholders. At the meeting, two directors, William (Bill) Fisher and Flora Wood, did not stand for re-election. Two new nominees, Michele Ashby and James (Jim) Gowans, were elected to the Board.
• On August 7, 2023, 11.7 million Treasury Metals common share purchase warrants that traded on the TSX under the symbol "TML.WT", and also traded on the OTCQX under the symbol "TRYMF", expired and were subsequently delisted from the TSX and OTCQX.
• On September 6, 2023, the Company announced the appointment of James (Jim) Gowans as Chair of the Board, succeeding David Whittle, who resigned from the Board.
• On December 19, 2023, the Company closed a $4.145 million non-brokered private placement. The private placement consisted of 29.6 million units of the Company at a price of $0.14 per unit. Each unit consisted of one common share in the capital of the Company and one-quarter of one Common Share purchase warrant (each whole Common Share purchase warrant, a "warrant"). Each whole warrant is exercisable for one Common Share at a price of $0.21 for a period of 60 months following closing of the private placement. The gross proceeds from the private placement will be used by the Company to fund exploration and development activities, which include, but are not limited to, permitting, community consultations and technical studies to support these activities towards advancing the Goliath Gold Complex and for working capital and general corporate purposes.

Subsequent to December 31, 2023

• Frazer Bourchier resigned from the Board effective March 21, 2024..

Expectations for 2024 Fiscal Year

The fundamental business objective of the Company is to advance the Goliath Gold Complex, which includes the Goliath, Goldlund and Miller Projects, to a construction decision. In this regard, the Company has commenced a feasibility study for the Goliath Gold Complex to further derisk the project. The focus in 2024 is to progress feasibility study activities, in addition to advancing permitting and community engagement activities. As part of the feasibility study, the Company will continue pursuing additional optimization work to assist in unlocking further value from recommendations in the Prefeasibility Study and continue exploration activities to look for opportunities to extend the mine plan. Additional comminution studies will be undertaken to minimize risk in crushing and grinding circuit design specifically for Goldlund ore. An additional metallurgical test work program, which will include additional point samples representing different mineralogy, will be undertaken to further understand reagent addition and recovery behavior. The Company also plans to continue to advance trade-off studies and geotechnical investigations, based on recommendations in the Prefeasibility Study and factual reports, toward a feasibility-level study, including several supporting works that will position the business for long-term success. Electrical power supply system and customer impact assessment studies will be progressed during the year. The water management system will be improved by fine tuning and optimizing the water numerical and quality model which will include the latest water monitoring data and results from geotechnical, hydrogeological, and geophysical studies and will inform the developed GoldSim probabilistic water balance model. Ongoing geochemical studies for the Goliath, Goldlund and Miller deposits will progress, and the collected data refined regarding ML/ARD potential of mine materials and waste to inform blend mix design and water management studies.

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In addition, the Company is planning an exploration program that will evaluate certain attractive near-mine targets including, but not limited to, the Far East and Fold Nose targets on the Goliath property and the Interlakes and Caracal targets on the Goldlund property.

Structural geological mapping and fault modelling around the Goliath and Goldlund deposits to support mineral resource estimation and optimize mine design will be progressed.

On August 19, 2019, the Federal Minister of the Environment and Climate Change issued a positive decision statement (the "Decision Statement") for the proposed Goliath Project pursuant to the Canadian Environmental Assessment Act, 2012 review process. The Company is now proceeding with provincial and federal approval processes including development of a mine closure plan and seeking a Fisheries Act authorization and other permits and approvals required prior to the commencement of construction or operation of the Goliath Project. Environmental monitoring programs are ongoing at the Goliath, Goldlund and Miller Projects. Collection of environmental baseline data commenced in 2008 at Goliath and 2021 at the Goldlund and Miller projects will continue in 2024 with the objective to use this data to support permitting and community consultation activities. Treasury Metals will continue engagement with local First Nations, Métis and community groups throughout each phase of the development of the projects.

3.2 Significant Acquisitions

The Company did not make any significant acquisitions during the financial year ended December 31, 2023 that would require the Company to file a Form 51-102F4 Business Acquisition Report under Part 8 of National Instrument 51-102 Continuous Disclosure Obligations.

4. DESCRIPTION OF THE BUSINESS

4.1 General

Treasury Metals is a Canadian-based mineral exploration and development company, with a growth- oriented strategy focused on expanding its gold resources, developing its Canadian mineral properties and potentially acquiring additional advanced gold projects in the Americas. The Company's flagship asset is the Goliath Gold Complex, an advanced stage, high-grade gold deposit near Dryden, Ontario (the "Goliath Gold Complex") which includes the Goliath, Goldlund and Miller projects.

4.2 Specialized Skill and Knowledge

Most aspects of the Company's business require specialized skills and knowledge. Such skills and knowledge include the areas of geology, exploration, development, construction, production and accounting. The Company has a number of executive officers and employees with extensive experience in mining, geology, metallurgy, exploration and development in Canada and elsewhere, as well as executive officers and employees with relevant accounting experience. See "Directors and Officers" in this AIF for details as to the specific skills and knowledge of the Company's directors and management.

4.3 Competitive Conditions

As a gold mineral exploration and development company, the Company may compete with other entities in the mineral exploration and development business in various aspects of the business including: (a) seeking out and acquiring mineral exploration and development properties; (b) obtaining the resources necessary to identify and evaluate mineral properties and to conduct exploration and development activities on such properties; and (c) raising the capital necessary to fund its operations. The mining industry is intensely competitive in all its phases, and the Company may compete with other companies that have greater financial resources and technical facilities. Competition could adversely affect the Company's ability to acquire suitable properties or prospects in the future or to raise the capital necessary to continue with operations.

4.4 Business Cycles

The mineral exploration business is subject to mineral price cycles. The marketability of minerals and mineral concentrates and the ability to finance the Company on favourable terms is also affected by worldwide economic cycles.

4.5 Environmental Protection

The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous materials and other matters (see "Risk Factors" in this AIF). The Company may also be held liable should environmental problems be discovered

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that were caused by former owners and operators of its properties. The Company conducts its mineral exploration activities in compliance with applicable environmental protection legislation. The Company intends to maintain the standards of excellence for environmental protection it has set at its mining properties into the future and has adopted various measures in order to do so. The Company is not aware of any existing environmental problems related to any of its properties that may result in material liability to the Company.

4.6 Social and Environmental Policies

At its current stage of development and activities (i.e., drilling, prospecting and development), the Company has limited financial obligations in meeting applicable environmental standards. This will change as the Company advances its projects. Environmental regulations that are applicable to the Company cover a wide variety of matters, including, without limitation, prevention of waste, pollution and protection of the environment, labour regulations and worker safety. While the Company does not currently expect the impact of costs and other effects related to compliance with environmental, health and safety regulations to have a material adverse effect on the Company's financial condition or results of operations, such regulations may evolve in a manner which can result in stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their directors and employees. Such stricter standards could impact the Company's costs and have an adverse effect on the results of operations. Furthermore, an environmental, safety or security incident could impact the Company's reputation in such a way that the result could have a material adverse effect on its business and on the value of its securities.

4.7 Employees

The Company had 22 employees as at December 31, 2023, which includes salaried, hourly and temporary staff in Canada, and utilized the services of several professionals on a consulting basis. The Company seeks to employ individuals and utilize the services of consultants with international mining experience and reputable recruitment consultancies specializing in the mining sector. Most aspects of the Company's business require specialized skills and knowledge. Such skills and knowledge include the areas of exploration, resource modelling and mine engineering, mineral processing, and environmental management. The Company has a number of employees with extensive experience in mining, geology, exploration and development. The hiring and retention of staff is challenging in the Canadian mining sector due to the strong resources employment market and competition for skilled employees and contractors. As a result, the Company has been looking to various mechanisms to increase the available labour pool. See "Risks Factors" in this AIF.

4.8 Foreign Operations

The Company does not currently have any foreign operations.

5. MINERAL PROJECTS

5.1 Material Mineral Project - Goliath Gold Complex

The Company's principal mineral project is the Goliath Gold Complex, located near Dryden, Ontario. For the purposes of the mineral project disclosure required to be included in this AIF, the Goliath Gold Complex is the Company's sole material property.

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The Goliath Gold Project ("Goliath") is located in the Kenora Mining Division in northwestern Ontario, about 20 kilometres east of the City of Dryden and 325 kilometres northwest of the port city Thunder Bay, Ontario, Canada. Goliath, which is within the Goliath Gold Complex, consists of approximately 7,601 hectares (approximately 76 km2) and covers portions of Hartman and Zealand townships. Goliath is comprised of two historic properties, now consolidated under the common name "Goliath Gold Project", which consists of: the larger Thunder Lake Property, purchased from Teck Resources and Corona Gold Corp., and the Goliath Property, transferred to the Company from Laramide Resources Ltd. Goliath has been expanded from its original size through the staking of mining claims, land purchases and option agreements. The Project is held 100% by the Company, subject to certain underlying royalties and payment obligations on certain patented land parcels, totalling approximately $0.1 million per year. The Company has staked claims that connect to the Goldlund property to form one contiguous land package.

Goliath consists of a proposed open pit and an underground mine, with 798,900 and 325,100 ounces of gold in the Measured and Indicated mineral resource category for the open pit and underground mines, respectively. Goliath also includes Inferred mineral resources of 91,500 ounces of gold in both the open pit and underground mines. The Proven and Probable mineral reserves for Goliath are estimated at 9.5 million tonnes at an average grade of 0.83 g/t Au in open pit and 3.8 million tonnes at an average grade of 3.03 g/t Au, for a combined total of 0.6 million ounces of contained gold. See the Prefeasibility Study for additional details.

On August 7, 2020, the Company closed the Goldlund Acquisition, pursuant to which the Company acquired all of the issued and outstanding shares of Tamaka, a corporation holding a 100% interest in the Goldlund Gold Project ("Goldlund"), located adjacent to Goliath Gold Project. On March 9, 2021, the Company completed an amalgamation with Tamaka, resulting in the Company holding a 100% interest in Goldlund directly.

The Goldlund property covers approximately 28,289 hectares. Goldlund includes two deposits-Goldlund Mine and Miller (the "Miller Project")-which covers portions of the Echo and Pickerel townships in Ontario. The Goldlund deposit is approximately 40 kilometres southwest of Sioux Lookout and 40 kilometres northeast of Dryden. The Miller deposit is approximately 30 kilometres southwest of Sioux Lookout and 50 kilometres northeast of Dryden.

Goldlund hosts a large near-surface gold resource estimated to contain 940,000 ounces of gold in the Indicated category, plus 703,000 ounces of gold in the Inferred category and also includes 74,600 ounces of gold at the Miller Project in the Indicated category and 4,500 in the Inferred category, all within a 271 km2 property package located directly to the northeast of Goliath. The close proximity of the projects, combined with well-developed infrastructure in the region, is expected to generate co-development synergies as the properties are advanced in tandem. The property is subject to certain underlying royalties, including the Sprott Royalty. The Proven and Probable mineral reserves for Goldlund are estimated at 16.3 million tonnes at an average grade of 1.19 g/t Au for 0.6 million ounces of contained gold. See the Prefeasibility Study for additional details.

The Miller Project is a proposed open pit mine located on the Goldlund property. The Miller deposit is situated approximately 10 kilometres northeast and along strike of the Goldlund deposit, containing an Indicated mineral

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