TARANIS RESOURCES INC. MANAGEMENT DISCUSSION & ANALYSIS, FOR THE SIX MONTHS ENDED JUNE 30, 2017 (Including subsequent events to August 28, 2017)

This Management Discussion and Analysis (“MD&A) is provided for the purpose of reviewing the performance of Taranis Resources Inc. (“the Company”) for the six months ended June 30, 2017 and comparing results with the previous year. It should be read in conjunction with the Company’s unaudited interim consolidated financial statements and corresponding notes for the six months ending June 30, 2017 and the audited consolidated financial statements and corresponding notes for the year ended December 31, 2016, which were prepared in accordance with the new International Financial Reporting Standards (“IFRS”) which became effective January 1, 2011 and replace the previous Canadian generally accepted accounting principles (“GAAP”).

The Company’s management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate systems, procedures and internal controls and to ensure that information used internally or disclosed externally, including the financial statements and MD&A, is complete and reliable. The Company’s board of directors follows recommended corporate governance guidelines for public companies to ensure transparency and accountability to shareholders.

The reader is encouraged to review the Company’s statutory filings on www.sedar.com and general information on its website www.taranisresources.com.

FORWARD LOOKING STATEMENTS

All statements in this report that do not directly and exclusively relate to historical facts constitute forward-looking statements, These statements represent the Company’s intentions, plans, expectations and beliefs and are subject to risks, uncertainties and other factors of which many are beyond its control. These factors could cause actual results to differ materially from such forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, as a result of new information, future events or otherwise.

DESCRIPTION OF BUSINESS

The Company is principally engaged in the acquisition, exploration and, if results warrant, development of precious and base metal projects. It is currently actively exploring and developing one advanced-stage precious/base metal prospect in British Columbia, Canada.

All of the Company’s exploration activities are overseen by John Gardiner (P. Geol.), a Qualified Person under the meaning of Canadian National Instrument 43-101.

RESULTS OF OPERATIONS

The cumulative costs of Exploration and Evaluation Assets as at June 30, 2017 are as follows:

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EXPLORATION AND EVALUATION ASSETS 2017

Other Projects/Evaluations

Periodically the Company evaluates other exploration opportunities that have either been directly identified by it, or have been brought to its attention. These projects fall under the heading of Property Evaluation and typically include the cost of data evaluation and site visits. These costs are capitalized if the property is acquired; otherwise they are written off.

Thor Property, British Columbia, Canada

The Company’s Thor property, which is located in the Revelstoke Mining District of British Columbia and includes 27 Crown Granted Mineral Claims and 19 Mineral Tenures covering approximately 3,314 hectares forming a contiguous 100% owned property over the Thor precious and base metal deposit.

Silver, gold, copper, lead and zinc lodes occurs within the Thor Anticline, a major geological structure that extends for upwards of 2 km on the property in a northwest direction. This feature is a continuation of the Silver Cup Anticline, that hosts many other deposits in the Revelstoke Mining District. Precious and base metal mineralization occur along a major stratigraphic contact on the northeast limb of the anticline, directly on top of carbonaceous argillite Sharon Creek formation, and directly below clastic sediments (Broadview Formation). Along this single stratigraphic contact there is widespread hydrothermal alteration that accompanies the precious and base metal mineralization and is related to a widespread volcanic unit called the Jowett Formation.

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Geological Model

The Company has invested considerable resources into establishing a geological model for the mineralization at Thor as this is expected to have significant impact on the exploration efforts around the existing deposit. At Thor, most of the economic mineralization is associated with a distinctive green-colour volcanic horizon that is thought to be the lateral equivalent of the Jowett Formation found throughout the Revelstoke Mining District. Potassium-argon age dating has shown that the Jowett Formation is upper Paleozoic in age (Carboniferous), and infers that the ore-bearing zone at Thor is probably of the same age.

Based on the age of mineralization, and other factors such as the stratabound nature ore zone, metal ratios and other criteria, the Company has determined that Thor belongs to a specific group of ore deposits called “siliclastic-felsic VMS deposit”.

During the Mesozoic Era, the tabular mineralization was subjected to intense folding and faulting, that has profoundly impacted the mineralization at Thor. Particularly near the center of the Thor Anticline, the mineralized zone has been folded tightly, and can be found repeating itself in single drill holes. Gold-enriched zones in quartz are found peripheral to the main sulphide deposit, and this is a common feature found in these types of deposits.

National Instrument 43-101 Resource Estimate

In 2013, the Company completed an initial NI 43-101 compliant Resource estimate on Thor based on its 2007 and 2008 drilling programs that included 152 diamond drill holes, and numerous surface and underground channel samples. The estimate was prepared by Roscoe Postle Associates Inc. (“RPA”), which examined the Resource from both an open pit and underground Resource potential. Mineral resources are estimated at an NSR cut-off value of US$50/t for potential open pit and US$100/t for potential underground. A preliminary Whittle Pit was applied to constrain the potential open pit resource.

THOR MINERAL RESOURCE ESTIMATE SUMMARY*

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• CIM definitions were followed for the Mineral Resources classification, and Mineral Resources are estimated using an average long-term gold price of US$1,650 per Oz, a silver price of US$27/Oz, a copper price of US$3.50/lb, a lead price of US$1.15/lb and zinc price of US$1.25/lb. A 1.5 m minimum mining width was utilized. Numbers may not add due to rounding.

Metallurgical Work Completed at Thor

In March of 2014, the Company completed the first “bench scale” metallurgical tests at Thor. These laboratory tests were completed by ALS Metallurgy in Kamloops, British Columbia and were designed to get a rough idea of the metallurgical characteristics of the ore. Some of the parameters covered by the work included the grade, mineralogy, grinding characteristics, general flow-sheet characteristics and the recovery of metals.

Based on the results of the ALS Metallurgical work, it appears that the Thor Ag-Pb-Zn-AuCu deposit is amenable to conventional metallurgical flowsheet processes, and does not require any special consideration. The considerable difference in metallurgical characteristics between the Gold and Sulphide Zones means that these two targets are best developed independently of each other in anticipation that they would be processed using very different metallurgical processes.

Owing to depleted levels of pyrite mineralization in the deposit, the Company is also examining the possibility of gravity concentration of the ore. This method is particularly attractive owing to the lower capital costs associated with processing the ore directly on site, and the minimal environmental impact associated with processing the resulting concentrate at a facility offsite.

2014 and 2015 Exploration Programs

In 2014 the Company undertook extensive sampling of stockpiles that were created on the property by previous owners. Three areas were examined, including the Broadview, Great Northern and True Fissure stockpiles. The stockpiles of ore at surface were trenched and systematically sampled to NI 43-101 standards and an internal estimate was completed of the Resource.

In addition, the Company completed drilling on the SIF and SIF Carbon zones, and the drill holes were sampled to NI 43-101 standards.

In 2015, the Company completed a drone survey of the property that has been used to generate accurate images of the property and digital elevation maps. This information has been integrated into the drill dole database at Thor.

Mt. Baker Metallurgical Gold Processing Plant

In 2016 the Company purchased a 1 t/hr. mill and shaker table setup from Mt. Baker Mining and Metals, LLC which was transported and erected on site in July 2016. Final permits including those for water usage and discharge for the processing of a 1,000 tonne

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metallurgical sample were received and the Company has posted the required security deposit for the project. The plant is now fully operational.

The results from this processing will be compared with estimated gold content of the area (20.9 g/tonne Au) previously gathered from shallow exploration drilling and surface paneling and will also examine the gold distribution related to particle size. This information will be used to design exploration sampling protocols for other areas of the Thor deposit that are highly-enriched in gold.

2016 Exploration Program

During the summer of 2016, the Company completed a 2,013 m diamond drilling program on the project (26 drill holes) that was designed to gain a better understanding of several tracts of potential Resource expansion at Thor. Core drilling was completed on the Gold Pit Target, Great Northern Footwall Target, SIF Zone and the north end of the Blue Bell Mine. Underground sampling was also undertaken on the Blue Bell Mine (upper level), and the True Fissure adit No. 1.

One of the major successes in the drilling program was the identification of multiple, highgrade zones under the Great Northern deposit, and the identification of high-grade zones south of Great Northern that appear to be transitional into the Broadview deposit located almost ½ km to the southeast in Broadview valley. Further drilling will be required to understand how the two areas are geometrically connected. This is expected to add to the existing tonneage.

Drilling around the SIF Zone has demonstrated that this high-grade gold zone is geologically controlled by late-stage, north-east faults that cross-cut the zone and extend into the Blue Bell Mine area. One of these crosscutting structures is a major fault, which now forms Fissure Creek. There has been significant movement along this fault, and it has displaced the main sulphide deposit at Thor just south of St. Elmo.

Drilling around the Gold Pit Zone failed to extend the high-grade gold occurrence down-dip, but did identify quartz veins that are probably related to the surface outcrop. Drilling in this area is prone to blocky ground, and is difficult and expensive. More stripping and drilling is required to better understand the geometry of the zone and the continuity of high grade gold and silver.

Limited drilling was completed on the upper part of the Blue Bell Mine area, and this demonstrated that mineralization is confined to the east limb of the Thor Anticline in this area. Drilling also confirmed a large syncline to the west of the feature, and the receptive contact dips steeply to the west in this area.

Gold Pilot Plant

The Company started processing a 1,000 tonne sample from the SIF zone later than expected on July 16^th , 2017 owing to an unusually high snowfall during the winter of 2016/2017 that delayed access to the millsite. The mill has been in continual operation during the daytime since that time.

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Material from the SIF Zone is broken using a large hydraulic hammer to a size of 10” or less and is stockpiled adjacent to the SIF Zone. Ore is then transported along a 300m haulage road using a front-end loader to a millsite where it is processed.

Gaining a better understanding of the SIF Zone is of paramount interest to the Company since it represents one of several high-grade gold occurence at Thor that are related to the main Ag-Au-Pb-Zn-Cu deposit. The full extent of this type of gold mineralization is unknown and it could extend a significant distance down into the Scab Zone. The mineralization is associated with quartz-rich material along the edges of the main deposit, and could represent a distal zonation to the main deposit.

The plant has processed approximately 270 tonnes of the SIF ore to date. The ore is crushed to 1” with a jaw crusher and is processed in a hammer mill, where it is reduced to 1.2 mm in size and processed over a shaker table to remove the gold.

The product produced from the shaker table consists of super-concentrate and concentrate that contain appreciable gold content. The main gangue minerals that are in the concentrates are quartz, magnetite, pyrite and wall rock.

Extensive sampling is being undertaken on both concentrates, as well as the waste (middlings and tails). The sampling includes gold analyses and ICP multi-element geochemistry. ICP analyses has shown that there is no known association of any pathfinder element related to gold content, and that the ore is typically devoid of any other metals that are characteristic of the main Thor Ag-Au-Pb-Zn-Cu deposit.

Although preliminary in nature, the head grade is estimated from diamond drilling to be around 20 grams/tonne Au, and the waste (middling and tails) contains approximately 4 grams/tonne Au suggesting a recovery of about 75%-80%. This is close to the original estimation from metallurgical tests completed at ALS Chemex.

Select samples are being sieved to determine which size fractions of the products from the shaker table contain the most gold. Preliminary analyses indicates that there is significant fine and coarse gold, and all of the gold occurs in the 130 Mesh or smaller. Weighing of the individual samples and determining the amount of gold within those samples will identify where most of the gold occurs.

The Company conducts extensive sampling of the source water supply for the processing plant, as well as the tailings and water in the tailings pit. This analytical work is being completed by Maxxam Analytical of Burnaby, B.C.

1630302201702 Exploration Permit

On August 14, 2017 the Company was informed that it had received approval for a Notice of Work application (“NOW”) to conduct exploration north of the existing Ag-Au-Pb-Zn-Cu deposit. In early 2017 after completing an exhaustive review of the geology of the deposit, the Company determined that an area under Thor’s Ridge had considerable potential to host a northern extension of the existing deposit. Successful exploration at the Ridge Target would

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expand the deposit to almost 4 km in strike length, from the known 2km strike length. For this reason, the target has been given a high-priority to test.

The Ridge Target is accessible using a road completed in the early 1980’s by a previous operator, and was never reclaimed to government standards. During review of the NOW permit application, the Ministry of Energy and Mines suggested that by using the road to access and service the drill locations the Company might have to assume responsibility for the reclamation of the entire 4 km long road. After considering the matter the Company elected to not use the existing road, and opted to modify the original NOW as a helicopterassisted drilling program. Taranis is required to post a bond of $5,000 before undertaking the exploration work at the Ridge Target.

The approved NOW application includes approximately 5 drill sites and 15 drill holes that would be located both on top of and on the north side of Thor’s Ridge. The Company is currently examining options that would involve the financing and drilling of the Ridge Target.

1630302201701 Exploration Permit

On July 25th, 2017 the Company was informed that it had received approval for its 1630302201701 NOW application that involves extensive road building and construction of 31 drill sites at the Broadview Mine on the south end of the property. Before undertaking exploration activity in the area, the Company is required to post a reclamation bond in the amount of $35,000.

Although the geology of the Broadview Mountain area is well known, the Company has only completed minimal drilling in the area, namely at the top of the topographic feature where there is a high-grade stockpile of ore and extensive underground workings dating back to the early 1900’s. Extensive surface and underground exposures have shown that much of Broadview Mountain is underlain by the south continuation of the Thor deposit, and systematic drilling in the area is expected to add considerable tonneage of low-mid-grade material to the existing Resource.

All of the drilling planned for this area is definition drilling that will be spaced at 40-45m grid sections, and will involve the drilling of multiple holes from the same drill pad in order to meet the required density of drill holes to move the material into a Resource category.

Metallurgical Sample

The Company has initiated metallurgical work on a sample from the True Fissure open pit using Met-Solve Laboratories Inc. of Langley, B.C. The source of the metallurgical sample has previously undergone extensive sampling and the tonnage and grade of the stockpile has shown that this material is representative of the main Thor Ag-Au-Pb-Zn-Cu deposit.

The metallurgical test work is aimed at ascertaining the practicality of using gravity separation to process the stockpile material. Gravity separation has shown itself to be an effective method of processing sulfide material onsite and concentrating the ore prior to shipment for further processing. Since 100% of the metal value at Thor is contained within

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minerals that have high specific gravity, gravity separation may provide a cost effective alternative for processing the samples. The current study will enable the Company to gauge the crushing size and recoveries associated with the processing.

This data will be used in preparation for filing permits to process the high-grade stockpiles that exist on surface, and prepare a flow-chart for processing the ore.

Environmental Baseline Monitoring

The Company has an ongoing program of environmental data collection at Thor, including two weather stations collecting data year-round. In 2017, stream monitoring and snowfall measurements will be added to the regiment of data already being collected. The Company takes a pro-active approach to environmental monitoring at Thor, as it is an essential requirement for mine permitting in British Columbia.

Silver Equivalent (AgEq)

Taranis has recently moved to using Silver Equivalent (“AgEq”) as a means of simplifying the tenor of intercepts at Thor. Thor is primarily a silver deposit, but also contains valuable concentrations of gold, lead, zinc and copper. These metals are converted to AgEq using the following metal prices; Silver $19.00/Oz., Gold $1,300/Oz., Lead $0.90/lb, Zinc $1.05/lb. and Copper $2.10/lb. All amounts are in US$. Recoveries are not factored into the calculation of the AgEq values. Additional information concerning the use of AgEq is available at the website www.taranisresources.com.

SUMMARY OF QUARTERLY RESULTS

The Company has experienced quarterly loses over the last two years. This is a result of the fact that as a mineral exploration company it does not have a regular revenue stream. The majority of its expenditures are for capitalized exploration costs which are not accounted for as operation expenses. Differences in quarterly losses can generally be attributed to the variations in sharebased payments and the periodic write-off of Exploration and Evaluation Assets.

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NEW ACCOUNTING PRONOUNCEMENTS

Certain new standards, interpretations and amendments to existing have been issued by the IASB or IFRIC that are mandatory for accounting periods beginning after January 1, 2016, or later periods. Updates that are not applicable or are not consequential to the Company have been excluded in the standards listed below.

The Company anticipates that the application of these standards, amendments, revisions and interpretations will not have a material impact on the results and financial position of the Company.

IFRS 9 Financial Instruments

IFRS 9 Financial Instruments is part of the IASB’s wider project of replacing IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 simplifies the mixed measurement model and establishes two primary measurement categories for financial assets: amortized cost and fair value. The basis of classification depends on the entity’s business model and the contractual cash flow characteristic of the financial assets. This standard is effective for annual periods beginning on or after January 1, 2018.

IFRS 16 Leases

IFRS 16 Leases replaces IAS 17 – Leases and requires lessees to account for leases on the statement of financial position by recognizing a right to use asset and lease liability. The standard is effective for annual reports beginning on or after January 1, 2019, with earlier adoption permitted.

OUTSTANDING SHARE DATA

Authorized

Unlimited common shares without par value Unlimited class A preferred shares with a par value of $1

Issued and outstanding as at August 28, 2017

55,451,716 shares

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As at the date of this MD&A the following incentive stock options and share purchase warrants were outstanding:

TRANSACTIONS WITH RELATED PARTIES

During the period ended June 30, 2017 the Company entered into the following transactions with related parties:

• a) paid or accrued $7,000 (2016 - $7,000) to a director, Gary McDonald, for accounting services;

• b) paid or accrued $21,500 (2016 - $17,500) for legal services to a corporation controlled by Glenn R. Yeadon, a director and the Secretary of the Company;

• c) accrued loan interest of $6,000 to Matachewan Consolidated Mines Limited, a corporation related to the Company through a common director;

• d) accrued loan interest of $1,576 (2016 nil) to a corporation controlled by John J. Gardiner a director and the President and Chief Executive Officer of the Company.

• e) Settled debts to various related parties of $58,560 through the issuance of 585,600 common shares.

CAPITAL RESOURCES AND LIQUIDITY

As at June 30, 2017 the Company had a working capital deficiency of $203,190 and cash of $251,502. Additional financing is required in the immediate future to enable the Company to sustain its historic level of exploration activity. Management is currently exploring a number of financing options.

On May 19, 2015 the Company borrowed $150,000 from third party to fund the deposit required under the terms of the option agreement to purchase 65% of the issued and outstanding shares of Forty Two Metals Inc. (see page 5). The loan bears interest at 8% per annum to be calculated and paid annually from the date that the principal portion was advanced (May 19, 2015). The

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Company will repay to the lender the principal together with all accrued and unpaid interest thereon no later than May 19, 2018. At the lender’s election and sole discretion, it may direct the Company to pay the interest owing in either cash or in shares of the Company.

The loan is unsecured except that the lender shall be entitled to receive a 2% Net Smelter Return Royalty covering the Company’s Thor Property if either of the following situations occurs:

• a) a person not currently related to the Company acquires more than 40% of the then issued and outstanding common shares of the Company; or

• b) the Company becomes bankrupt, makes a proposal under any legislation relating to bankruptcy or insolvency or becomes subject to any proceeding, arrangement or compromise with its creditors, or has a receiver, receiver-manager or trustee appointed to hold its assets.

On June 14, 2016 the Company borrowed $55,840 US from a corporation controlled by its President and Chief Executive Officer to finance the purchase of an ore processing plant which will be used to test recovery rates of the gold bearing quartz ore on the Company’s Thor Project. The loan is unsecured, bears interest at 5% per annum and is repayable on demand.

On June 23, 2016 the Company issued 1,600,000 units at a price of $0.10 per unit, each unit consisting of one flow-through common share and one share purchase warrant, with each warrant entitling the holder to purchase one additional flow-through common share at a price of $0.10 until June 23, 2018.

On August 11, 2016 the Company issued 1,300,000 units at a price of $0.10 per unit, each unit consisting of one common share and one-half (1/2) of a non-transferable share purchase warrant, each whole warrant entitling the holder to purchase one additional common share at a price of $0.10 until August 11, 2018.

On November 1, 2016 the Company issued 2,000,000 units at a price of $0.10 per unit, each unit consisting of one flow-through common share and one share purchase warrant, with each warrant entitling the holder to purchase one additional flow-through common share at a price of $0.10 until November 1, 2018.

On January 12, 2017 the Company issued 650,000 units at a price of $0.10 per unit, each unit consisting of one common share and one share purchase warrant, with each warrant entitling the holder to purchase one additional common share at a price of $0.11 until January 12, 2019.

On March 7, 2017 the Company issued 1,000,000 units at a price of $0.10 per unit, each unit consisting of one common share and one share purchase warrant, with each warrant entitling the holder to purchase one additional common share at a price of $0.15 until March 7, 2019.

FINANCIAL INSTRUMENTS AND CAPITAL RISK MANAGEMENT

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:

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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;

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

The fair value of the Company’s receivables, loan payable, due to related parties and accounts payable and accrued liabilities approximate their carrying value, due to the short-term nature of these instruments. The Company’s cash under the fair value hierarchy is based on level 1 quoted prices in active markets for identical assets or liabilities.

The Company is exposed in varying degrees to a variety of financial instrument related risks:

Credit risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash and receivables. Management believes that the credit risk with respect to financial instruments included in receivables is remote, because these instruments are due primarily from government agencies and cash is held with reputable financial institutions.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when they come due. As at June 30, 2017, the Company had a cash balance of $251,502 (2016 –$160,991) to settle current liabilities of $557,721 (2016 – $573,880). All of the Company’s financial liabilities are subject to normal trade terms.

Management is actively pursuing options to enable it to meet its current obligations as they become due.

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. These fluctuations may be significant.

a) Interest rate risk

The Company has cash balances and loans payable bearing interest at 5% and 8% per annum. The Company’s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions when deemed appropriate. Management periodically monitors such investments and debts and makes adjustments as necessary but does not believe interest rate risk to be significant.

• b) Foreign currency risk

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The Company is exposed to foreign currency risk on fluctuations related to cash, receivables and accounts payable and accrued liabilities that are denominated in United States Dollars or Euros. Management believes the risk is not currently significant as only a small portion of these assets and liabilities as at June 30, 2017 are denominated in United States Dollars or Euros.

c) Price risk

The Company is not a producing entity so is not directly exposed to fluctuations in commodity prices. The Company is exposed to price risk with respect to equity prices. Equity price risk is defined as the potential adverse impact on the Company’s earnings due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken. Fluctuations in pricing may be significant.

Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue acquisition and exploration of mineral properties and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk. In the management of capital, the Company includes shareholders’ equity.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of its underlying assets. To maintain or adjust its capital structure, the Company may attempt to issue new shares, issue debt, or acquire or dispose of assets.

In order to facilitate the management of its capital requirements, the Company prepares annual expenditure budgets that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions.

The Company currently is not subject to externally imposed capital requirements. There were no changes in the Company’s approach to capital management during the period ended June 30, 2017.

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TARANIS RESOURCES INC. 14247 West Iliff Avenue Lakewood, Colorado, U.S.A. 80228-5421 Tel: (303) 716-5922 Fax: (303) 716-5925 Email: [email protected] Trading Symbol: TSX-V: TRO Website: www.taranisresoures.com

CORPORATE INFORMATION

John J. Gardiner, Lakewood, Colorado, U.S.A. Glenn R. Yeadon, Vancouver, B.C., Canada James M. Helgeson, Reno, Nevada, U.S.A. Gary R. McDonald, New Westminster, B.C., Canada Richard D. McCloskey, Toronto, Ontario, Canada

President, Chief Executive Officer and Director Secretary and Director Vice-President and Director Chief Financial Officer and Director Director

Registered Office Suite 1710 – 1177 West Hastings Street Vancouver, B.C. V6E 2L3

Transfer Agent Computershare Investor Services Inc. 2^nd Floor – 510 Burrard Street Vancouver, B.C. V6C 3B9

Auditors Davidson & Company LLP Suite 1200 – 609 Granville Street Vancouver, B.C., Canada V7Y 1G6

Share Capitalization Authorized

Issued and Outstanding at December 31, 2016

Unlimited common shares without par value Unlimited Class A preferred shares with a par value of $1.00 each 53,216,116 common shares

Issued and Outstanding at August 28, 2017 Incentive Stock Options outstanding at August 28, 2017 Share purchase warrants outstanding at August 28, 2017

55,451,716 common shares 3,475,000

4,450,000

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