Information Concerning Buchans Resources Limited

Recommended Offer For MINCO PLC by DALRADIAN RESOURCES INC. and the Demerger of BUCHANS RESOURCES LIMITED by means of a SCHEME OF ARRANGEMENT under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland ______

INFORMATION CONCERNING BUCHANS RESOURCES LIMITED

______

IMPORTANT NOTE: This document is intended to provide disclosure in accordance with Canadian securities laws concerning Buchans Resources Limited (“Buchans”) to Canadian resident holders of shares in the capital of Minco plc (“Minco”) who will receive common shares of Buchans upon the approval and implementation of the demerger of Buchans pursuant to the proposed scheme of arrangement (the “Scheme”) between Minco and the shareholders of Minco under Chapter 1 of Part 9 of the Companies Act 2014 of the Republic of Ireland.

This document should be read in conjunction with the document dated June 28, 2017 entitled:

“Recommended Offer for MINCO PLC by DALRADIAN RESOURCES INC. and the Demerger of Buchans Resources Limited by means of a SCHEME OF ARRANGEMENT under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland and NOTICE OF SHAREHOLDER MEETINGS” (the “Scheme Document”) which accompanies this document, both of which have been mailed to the shareholders of Minco.

The disclosure contained in this document supplements the disclosure contained in the Scheme Document.

Table of Contents

CORPORATE STRUCTURE 3 THE BUSINESS OF THE COMPANY 4 Buchans Base Metal Project 5 Woodstock Manganese Project 22 Other Exploration and Development Projects 42 Xtierra Inc. 45 AVAILABLE FUNDS 46 DIVIDEND RECORD AND POLICY 46 MANAGEMENT’S DISCUSSION AND ANALYSIS 47 DESCRIPTION OF SECURITIES 53 CONSOLIDATED CAPITALIZATION 53 OPTIONS TO PURCHASE SECURITIES 53 PRIOR SALES 54 ESCROWED SECURITIES 54 PRINCIPAL HOLDERS OF COMMON SHARES 54 DIRECTORS AND OFFICERS 55 EXECUTIVE COMPENSATION 58 COMPENSATION OF DIRECTORS 60 INDEBTEDNESS OF OFFICERS AND DIRECTORS 60 AUDIT COMMITTEE 60 CORPORATE GOVERNANCE 60 RISK FACTORS 63 PROMOTER 67 LEGAL PROCEEDINGS 67 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 68 EXPERTS 68 AUDITORS, TRANSFER AGENT AND REGISTRAR 68 MATERIAL CONTRACTS 68 FINANCIAL STATEMENTS 69

CORPORATE STRUCTURE

Buchans Resources Limited (“Buchans” or the “Company”) is an exploration and development company currently engaged in zinc-lead exploration in Canada, Ireland and the United Kingdom, and in evaluating a manganese project in New Brunswick, Canada, with an investment in zinc‐silver projects in Mexico through holding 30 million shares (approximately 26%) in Xtierra Inc., listed on the TSX Venture Exchange (TSX.V- “XAG”).

The head office of the Company is located at 55 University Avenue, Suite 1805, Toronto, Ontario, Canada M5J 2H7.

Buchans was incorporated by Articles of Incorporation dated May 8, 2015 under the Business Corporations Act (Ontario), is currently a wholly owned subsidiary of Minco and carries on its business through several subsidiaries as follows:

THE BUSINESS OF THE COMPANY

Buchans holds, indirectly, mineral assets located in Canada, Ireland and the United Kingdom comprising all the mineral properties and interests held indirectly by Minco except for Minco’s 2% NSR royalty on the Curraghinalt gold property in Northern Ireland. Further information on these mineral properties and interests can currently be found on Minco’s website at www.mincoplc.com. Further corporate, financial and other publicly available information on Minco can be found under Minco’s profile at www.sedar.com. Corporate, financial and other publicly available information on Xtierra Inc., Buchans 26% owned associated company, can be found under Xtierra’s profile at www.sedar.com and on its website at www.xtierra.ca. On June 1, 2017, Minco announced that it had reached agreement with Dalradian Resources Inc. (“Dalradian”) on the terms of a recommended acquisition of the entire issued and to be issued share capital of Minco by Dalradian by way of a High Court-sanctioned scheme of arrangement (the “Scheme”) under Chapter 1 of Part 9 of the Companies Act 2014 of the Republic of Ireland. As part of the Scheme, it is proposed that Minco will undertake a demerger of its wholly owned subsidiary Buchans, by way of a transfer in specie of the shares of Buchans to Minco Shareholders (the “Demerger”), on the basis of one (1) share of Buchans for every 10 existing Minco ordinary shares in issue at the Voting Record Time (as defined in the Scheme Document). Upon the Demerger becoming effective, Buchans will have 47,814,218 common shares issued all of which will then be held by the former Minco Shareholders. Upon implementation of the Scheme Buchans will receive 3,872,666 common shares of Dalradian having a value for the purposes of the Scheme of approximately $5.0 million ($4.2 million net of transaction expenses). The directors and officers of Buchans are the same individuals as the current directors and officers of Minco. As at the date hereof, Buchans does not have any of its securities listed or quoted, has not applied to list or quote any of its securities and does not intend to apply at this time to list or quote any of its securities, on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S. marketplace, or a marketplace outside of Canada and the United States of America. Following the Scheme becoming effective, and subject to obtaining any necessary approvals, Buchans has agreed to use its reasonable commercial efforts to either (i) make an application to list the Buchans Shares on a Canadian stock exchange, or (ii) complete another transaction whereby Buchans will acquire or be acquired by a third party which third party shall itself be listed on a Canadian stock exchange, as soon as reasonably practicable, subject to market and trading conditions, provided however that Buchans does not guarantee that such a listing or acquisition will be obtained or completed. Mineral Exploration Properties Buchans’ principal exploration projects are the Buchans Base Metal Project (which includes the Lundberg, Daniels Pond and Bobbys Pond deposit), located in the Buchans area of central Newfoundland, Canada and the Woodstock Manganese Project, located in west-central New Brunswick, Canada. Buchans’ other exploration properties include Northern Pennines located in the northern Pennines area of England, United Kingdom; Moate, County Westmeath; and Tatestown, Navan, County Meath, Ireland and an indirect interest in Xtierra’s base metal project in Zacetecas, Mexico The following discussion of the mineral properties currently held, indirectly, by Buchans and the exploration activities carried out on these properties is derived from public disclosure documents prepared and published by Minco, Buchans Minerals Corporation and Mountain Lake Resources Inc. These documents include the following technical reports prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators (“NI 43-101”): • Technical report dated April 26, 2013 and entitled “Mineral Resource Estimate Technical Report on the Lundberg Deposit Buchans Area, Newfoundland, Canada” (the “Lundberg Report”) by Michael Cullen, P.Geo. and Andrew Hilchey, P.Geo., Mercator Geological Services Limited (“Mercator”);

• Technical report dated May 6, 2013 and entitled “Mineral Resource Estimate Technical Report for the Mn-Fe Deposit Woodstock Property New Brunswick, Canada” (the “Woodstock Resource Report”) by Michael Cullen, P.Geo. and Andrew Hilchey, P.Geo., Mercator Geological Services Limited and Stephanie Goodine, P.Eng. of Thibault and Associates (“Thibault”); and • Technical report dated July 10, 2014 and entitled “Preliminary Economic Assessment on the Woodstock Manganese Property, New Brunswick Canada” (the “Woodstock Report”) by Dharshan Kesavanathan, P.Eng., Laszlo Bodi, P.Eng., Michael Cullen, M.Sc., P.Geo, Mike McLaughlin, P.Eng. and Wenchang Ni, P.Eng. of Tetra Tech WEI Inc. (“Tetra Tech”) • Technical report dated July 31, 2008 and entitled “Technical Report on the Bobbys Pond Cu-Zn Deposit, Newfoundland and Labrador, Canada” (the “Bobbys Pond Report”) by Hrayr Agnerian, M.Sc. (Applied), P.Geo. of Scott Wilson Roscoe Postle Associates Inc (“RPA”) • Technical report dated June 13, 2008 and entitled “Revised Technical Report on the Daniels Pond Deposit and Property Holdings of Royal Roads Corp., Red Indian Lake Area, Newfoundland, Canada” (the “Daniels Pond Report”) by Oeter C, Webster, B.Sc., P.Geo., P. James F. Barr, B.Sc., and Rafael Cavalcanti de Albuquerque, B.Sc. of Mercator Geological Services Limited. The Lundberg Report, Woodstock Resource Report, and Woodstock Report can be found under Minco’s profile at www.sedar.com. The Daniels Pond Report can be found under the SEDAR profile of Buchans Minerals Corporation. The Bobbys Pond Report can be found under the SEDAR profile of Mountain Lake Resources Inc. Benjamin Batson, P. Geo. is Buchans’ Non-independent Qualified Person for the purposes of NI 43-101 and has reviewed and approved the technical disclosures herein not derived from the Technical Reports.

Buchans Base Metal Project

The Buchans Base Metal Project is located in central Newfoundland and covers the former producing Buchans Mine and includes the Company’s undeveloped Lundberg deposit. The Buchans base metal project comprises four advanced base metal properties in the Buchans area of central Newfoundland that contain numerous exploration prospects; namely the 100% owned Buchans property (which contains the Lundberg deposit), the 100% owned Tulks North property (which contains the Daniels Pond deposit), the 100% owned Bobbys Pond property (which contains the Bobbys Pond deposit), and a 49% joint venture interest in the Tulks Hill property (which contains the Tulks Hill deposit).

Buchans, through its wholly-owned subsidiary Buchans Minerals Corporation (“Buchans Minerals” or “BMC”), holds two mining leases near the town of Buchans in central Newfoundland, each with a 25-year term from 2013 that require total annual lease payments of $154,500. Certain of the claims and portions thereof are subject to net smelter royalties ranging from 1% to 3%, certain of which are subject to buy-back agreements.

The Tulks North property is 100% owned by the Company, through Buchans Minerals, and is located in the Victoria Lake Mining district of central Newfoundland. The Tulks North property includes the Daniels Pond deposit, which is subject to a 1.5% net smelter royalty as well as a 50% back-in option held by Glencore should a single deposit of 15 million tonnes or greater be discovered and be deemed economic upon the completion of a feasibility study.

The Bobbys Pond deposit, adjacent to Tulks North, is 100% owned by the Company, through its wholly-owned subsidiary Centrerock Mining Limited. Bobbys Pond is held under a mining lease with a 25-year term from 2004, which requires an annual lease payment of $29,000. The Bobbys Pond property is also subject to a 3% net smelter return royalty in favour of former owners of the property.

Buchans, through Buchans Minerals, holds a 49% interest in the Tulks Hill project in central Newfoundland which is held under a joint exploration agreement with Prominex Resource Corp. which is the project operator. The property is covered by a mining lease with a 5-year term from 2013, which requires an annual lease payment of $8,700. The property is subject to a 2% net smelter royalty.

Lundberg Deposit:

The information relating to the Lundberg deposit in the following sections has been largely extracted from the Lundberg Report dated April 26, 2013 that was prepared by Michael Cullen, P.Geo. and Andrew Hilchey, P.Geo. of Mercator Geological Services Limited, Qualified Persons defined by NI 43-101, as filed on SEDAR on July 18, 2013.

The Lundberg Report is intended to be read as a whole document, and sections should not be read or relied upon out of context. The technical information in the Lundberg Report is subject to the assumptions and qualifications contained in the Lundberg Report. For readers to understand the technical information on Lundberg in this document, they should read the Lundberg Report (2013) filed under Minco’s profile on www.sedar.com in its entirety, including all qualifications, assumptions and exclusions that relate to the technical information set out in this document.

The Lundberg copper-zinc-lead-silver-(gold-barite) deposit is at the core of Buchans base metal project in the Buchans camp.

In 2008, a National Instrument 43-101 (“NI 43-101”) compliant resource estimate was prepared for the Lundberg and Engine House zones by Mercator. The Lundberg Zone was reported to contain Inferred resources totaling 15,690,000 tonnes grading 1.96% Zn, 0.83% Pb, 0.38% Cu, 6.57 g/t Ag, 0.08 g/t Au and 2.36% BaSO4, and the Engine House Zone was separately reported to contain Inferred resources totaling 890,000 tonnes grading 2.37% Zn, 0.95% Pb, 0.96% Cu, 11.29 g/t Ag, 0.15 g/t Au and 4.40% BaSO4 (Webster and Barr, 2008).

In August 2011, the Lundberg Project was reviewed by Tetra-Tech Wardrop Engineering Inc. (Tetra Tech WEI) in connection with the completion of a NI 43-101 compliant Preliminary Economic Assessment (“PEA”) of the Lundberg and Engine House zones, entitled "Preliminary Economic Assessment on the Lundberg and Engine House Deposits, Newfoundland, Canada", dated August 11, 2011 and prepared for Buchans Minerals by Tetra Tech WEI ("2011 PEA").

The 2011 PEA identified the combined Lundberg and Engine House deposits (using estimates of Inferred mineral resources as of November 3, 2008) as having potential to support stand-alone 5,000 tonne per day open pit mining and milling operations over a 10-year life of mine. The 2011 PEA suggests sufficient developable area exists in the immediate area to accommodate development of a mine and mineral processing facility, including tailings and associated disposal areas. Buchans has secured land access agreements with surface right holders for the purpose of mineral exploration.

The 2011 PEA is preliminary in nature and includes Inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the 2011 PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The estimates of mineral resources evaluated by the 2011 PEA have been succeeded by estimates of mineral resources completed by Mercator in 2013, as reported in the Lundberg Report. On April 30, 2012, BMC entered into an option agreement with Minco over BMC’s exploration licence holdings covering several volcanogenic massive sulphide-related base metal prospects in the Buchans region of Central Newfoundland, including Exploration Licence 10551M (Buchans Property) that covers the Lundberg Deposit. In 2012, Minco and BMC completed 8,184 metres of additional diamond drilling in 58 holes that targeted the Lundberg and Engine House zones. In March 2013, Mercator prepared an updated mineral resource estimate for the combined Lundberg and Engine House zones, including results for this new drilling and upgraded the majority of the previously estimated Inferred resource of 21.82 million tonnes, as well as increased the overall tonnage as Indicated resources of 23.44 million tonnes and an additional Inferred resource to 4.31 million tonnes. Lundberg Deposit Resource Statement * - February 22, 2013 NSR Cut-off Rounded ($US) Category Tonnes Zn % Pb % Cu % Ag g/t Au g/t BaSO4% Indicated 23,440,000 1.41 0.60 0.35 5.31 0.07 1.26 15 Inferred 4,310,000 1.29 0.54 0.27 4.47 0.08 0.89 *Notes: 1. The Lundberg Deposit includes both the Lundberg Zone and the Engine House Zone 2. Tonnages have been rounded to the nearest 10,000 tonnes. 3. Net Smelter Return (NSR) values were determined by calculating the value of each resource model block using 3 year trailing average metals prices of $0.95/lb Zn, $1.00/lb Pb, $3.68/lb Cu, $29.00/oz Ag, and $1,493.65/oz Au, metallurgical recoveries to concentrate are as projected in the 2011 Preliminary Economic Assessment of the Lundberg Deposit carried out by Wardrop Engineering Inc. (a Tetra Tech company), plus current concentrate shipping and smelting terms for similar concentrates. 4. All pricing reflects US currency. 5. The resource statement cut-off grade of $15 NSR approximates a breakeven cost for an open pit mining and milling operation at Lundberg, and is comparable to the $14.80 operating cost for open pit mining and milling defined in the 2011 Preliminary Economic Assessment by Tetra Tech Wardrop. 6. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues. Based upon work programs carried out in support of the 2013 resource estimate, Mercator concluded that the Lundberg Deposit has been sufficiently delineated by drilling to support pre-feasibility and feasibility level studies. Accessibility, Climate, Local Resources, Infrastructure and Physiography: Access to the Lundberg deposit area for exploration purposes is by a network of paved and gravel roads extending from the community of Buchans in central Newfoundland, providing year-round access to the property. The Lundberg Deposit is situated at the southwest periphery of the community of Buchans. Buchans is located approximately 530 km by highway west of the provincial capital city of St. John’s and is accessible via paved Route 370 from its junction with the Trans-Canada Highway at the town of Badger, approximately 70 km north of Buchans. The nearest major airports are Gander International Airport and Deer Lake Regional Airport, which are located 128 km east and 181 km west of the town of Badger, respectively. No impediments to exploration exist in relation to weather conditions in the immediate area of the Lundberg Deposit. The climate in central Newfoundland is characterised by relatively cool, northern Atlantic temperate conditions with a short summer season from July through early September and a long winter period from November through late March or early April. Daily winter minimums can exceed -30° C and summer daily maximum values in the range of 25° C or higher also occur. Average annual precipitation ranges from 200 cm to 300 cm with much of this occurring as snow. The primary means of accessing the more isolated parts of the property is by a forestry access road network. Winter access typically necessitates use of snowmobiles, since forestry road networks that are not being actively used are not typically cleared of snow. Exploration activities can be carried out in all seasons in this area, assuming that appropriate allowances are made for heavy snow conditions during winter months and thawing ground during spring break-up.

The Buchans area is generally flat to gently rolling with elevation ranging from 155 m to 165 m above sea level at Red Indian Lake to approximately 350 m above sea level inland. Most of the area required for drilling assessment is cleared and no longer developed. However, the broader extents of the property include undeveloped forested lands that are substantially more difficult to access due to relatively sparse road coverage and boggy ground conditions. Two main arteries of the provincial power grid cross the property, these being a 230 kV transmission line that extends approximately 40 km southwest of Buchans to an 18.4 MW hydroelectric plant at Star Lake, and an east-west, 230 kV line that runs between Grand Falls and Corner Brook. Water, both industrial and potable, is in ample supply and is drawn from Buchans Lake and Red Indian Lake as well as several nearby ponds. A core storage and logging facility operated by the Newfoundland and Labrador government is also available for use at Buchans. Viewing and re-sampling of core can be arranged under government supervision.

Buchans has land access to the majority of its mineral properties as they are located within Crown Lands. Portions of the Buchans property that cover privately owned lands within the town of Buchans require agreements be made with surface right holders should access be sought for those properties. No such access has been sought or required since Buchans (or its predecessors) was granted mineral rights to the property in 1993.

History:

The earliest report of lead-zinc mineralization in the Buchans area was in 1905. In 1926, Anglo-Newfoundland Development Company and Asarco formed a joint venture to pursue evaluation of the area. Mines operated in the Buchans area continuously from 1928 until 1984. In total, Buchans deposits are reported to have produced 16,196,876 tonnes of ore from the five major orebodies. The average grade of total production is reported to be 14.51% Zn, 7.65% Pb, 1.33% Cu, 126 g/t Ag, and 1.37 g/t Au (Kirkham, 1987).

Between 1930 and 1984, extensive drilling programs produced more than 400 local surface and underground holes, leading to the discovery of most of the known mineralized zones and orebodies. Historic drill holes were shallow, with many measuring only 200 m or less. Limited assay data is available from this period. Gravity and induced polarization ("IP") surveys were conducted primarily on the adjoining properties in the 1940s, and these yielded no new targets. In the 1960s, soil and till sampling southwest of the main Buchans property detected an anomalous trend believed to be derived from the Lucky Strike area.

BP Resources Canada Inc. ("BP") acquired exploration titles to the Buchans area properties in 1985 and in 1986 conducted airborne and down hole electromagnetic geophysical (“EM”) surveys, soil geochemistry and at least three diamond drill holes. During the period of 1991 to 1997, BP allowed mineral titles in the central Buchans property area to lapse.

In 1992 the joint venture among GT Exploration Inc., Newfoundland Mining & Exploration Ltd. and Buchans River Limited ("Buchans River"), a predecessor corporation to Buchans subsidiary, BMC, staked much of the available Buchans area lands, assembling the current property holdings. Billiton Resources Canada Inc. ("Billiton"), and these corporations formed the Buchans River Joint Venture in September of 1998.

Six additional holes were drilled on the Buchans mine property between 1999 and 2000. An IP survey was conducted in 1999 and 2000 over Clementine West, as well as a subsequent Mobile Metal Ion soil sampling and analysis program. Billiton spent $2.4 million exploring the property before selecting drilling targets as part of a detailed compilation and re-interpretation of the geology hosting the former Buchans mines. Billiton authored a report in May 2001 and presented a list of 126 high priority targets totaling 46,020 m of drilling. The joint venture was terminated in September 2001, and Billiton did not retain or earn any interest in the property.

In 2007, Buchans River, under new management, selected 8 locations for drilling in the area of the former Lucky Strike Mine and in an area to the north of the former Old Buchans and Oriental mine sites. In June of 2007, a Titan 24 direct current resistivity and induced polarization and magnetotelluric survey covered a 3.6 by 5.1 km portion of the Buchans area including the Lucky Strike, Rothermere and MacLean deposits, as well as the undeveloped Clementine deposit and the northwest portion of the Lundberg zone.

In 2008, Buchans River amalgamated with a wholly-owned subsidiary of BMC (then named Royal Roads Corp.). The combined assets and operations covered a total of 33,700 hectares within central Newfoundland Buchans Victoria Lake mining camps.

Geological Setting, Mineralization and Deposit Types:

Newfoundland is comprised of several tectono-stratigraphic zones which include from north to south, the Humber Zone, Dunnage and Gander zones of the NE-SW trending Central Mobile Belt, and the Avalon Zone. The Lundberg Project as described in the Lundberg Report lies within the Dunnage Zone. The Dunnage Zone volcanics range in composition from basalt to rhyolite. They become increasingly felsic with height in the stratigraphy. This variation from mafic to felsic volcanism is repeated several times within the Buchans Group.

The generally accepted geological interpretation explains this repetition as being largely attributable to thrusting. The five main ore bodies historically mined at Buchans are thought to occur within a single felsic stratigraphic horizon within the Buchans Group. The rocks in the Buchans area are metamorphosed to low grade prehnite-pumpellyite facies. Age dating by the Geological Survey of Canada now suggests the Buchans rocks have ages of 462±3 Ma and 465±3 Ma based on U-PB zircon dating conducted on rhyolites near the former Oriental Mine. There are four sub-units within the Buchans Group. These are felsic and mafic volcanic sequences identified as the Lundberg Hill, Ski Hill, Buchans River, and Sandy Lake Formations, in addition to the Feeder Granodiorite and an unresolved unit named the Woodmans Brook Volcanics. The Buchans Group has been subjected to two major periods of deformation. The first was a Silurian episode of south-easterly-directed thrusting. The second deformational event resulted in development of broad open folds during the Devonian, which show associated weak, northeast-trending axial planar cleavage in all rock types. The lowermost unit of the Buchans Group is the Lundberg Hill Formation, which is characterized by felsic pyroclastic rocks, coarse pyroclastic breccia, rhyolite, tuffaceous wacke, siltstone, and lesser basalt with minor chert and magnetic iron-formations. Its maximum thickness ranges from 200 to 1000m (Dunning et al. 1987), and it is conformably overlain by the Ski Hill Formation, which is dominantly composed of dark green mafic pillow lavas, breccias and pyroclastic rocks. The Buchans River Formation hosts the historic ore deposits mined at the Lucky Strike, Engine House, Oriental, Rothemere and MacLean mines and is comprised of felsic tuff, rhyolite breccia, pyritic siltstone, wacke, polylithic breccia-conglomerate and granite boulder conglomerate, plus both in situ and transported sulphide zones. This Formation ranges from 200 to 400 m in thickness in the mines area and smaller amounts of the formation are found locally throughout the Buchans area. An important implication of this work is that recumbent, overturned folds may define untested zones where the important sulphide bearing horizon could be present. The Buchans area deposits and showings are generally classified as being of volcanogenic massive sulphide association, being primarily comprised of base-metal sulphides and barite. Mineralization in the Buchans area is associated with the three main genetically related mineral deposit types: 1) massive in situ sulphide; 2) transported sulphide clasts; and 3) stockwork and stringer sulphides. The Lucky Strike and Oriental #1 deposits are the best known examples of the in situ sulphide style of mineralization, contain the highest metal grades mined in the Buchans area and occur on the current Buchans property. The zoned massive sulphides of the in situ deposits consist of thick lenses of high grade sulphide and form the largest deposits in the Buchans area. The in situ sulphides are overlain by a cap of massive barite that is characteristic of the Buchans deposits. Transported mineralization occurs as elongate, tabular accumulations of discrete high grade fragments. The MacLean, Rothermere, Clementine and Oriental #2 deposits are examples of transported sulphide styles of mineralization. Together with the massive style, they represent 98% of the production from Buchans deposits. Unlike the in situ sulphide, the transported deposits have no associated stockwork zone. All of these deposit types occur on the Buchans property.

Stockwork mineralization is typically associated spatially with in situ sulphide zones and the best example on the Buchans property is the Lundberg Zone. This zone sits below the historic Lucky Strike deposit and consists of sulphide veins and veinlets plus disseminated sulphide mineralization hosted by strongly altered felsic and mafic volcanics. The stockwork mineralization comes to surface on the eastern edge of the zone and forms an elongate, wedge shaped body that is 250 m deep on the western end. The Lundberg Zone resource solid is the larger of the two, measures approximately 700 m east-west and 400 m north-south, and plunges from the bedrock-overburden interface in the southeast, to a maximum depth of 350 m below surface to the northwest. The highest concentration of sulphide mineralization lies in close proximity to the Lucky Strike massive sulphide zone and mineralization is more diffuse away from the zone. Unlike the in situ sulphides, fine to coarse grained euhedral pyrite is the dominant sulphide and occurs with varying amounts of chalcopyrite, sphalerite, galena and barite. A second zone of stockwork mineralization is associated with the Engine House Zone, which is located immediately south of the Lucky Strike deposit, and hosts a higher proportion of chalcopyrite. Results of drilling indicate the zone subcrops along its eastern margin and that modest potential for expansion of higher grade mineralization is present along the deposit’s south margin. The Engine House Zone resource solid measures approximately 250 m east-west and 175 m north-south and plunges from the bedrock overburden interface in the east, to a maximum depth of 125 m below surface in the west. Mineralization is also found in association with high grade clasts noted from drilling within the Buchans area and their source is not clearly understood. The clasts contain galena, sphalerite, pyrite, chalcopyrite and gold and silver and are similar in metal grades to the in situ Buchans ores. Exploration and Drilling: In 2007, Buchans River retained Mercator to undertake an extensive compilation of available geoscientific information relating to its holdings in the Buchans area. Mercator was also retained by BMC in 2008 to help plan, manage and carry out a diamond drilling program to support a mineral resource estimate on the Lundberg and Engine House stockwork zone. A total of 43 drill holes totaling 6,853 m were completed on the Lundberg deposit during this program. From January 2008 to January 2009, Mercator undertook a compilation of previous and current drilling on the Buchans property, with assistance from BMC staff. From January 2009 to June 2010, BMC advanced its ongoing compilation of historic drill holes into a modern digital database. BMC and Buchans River completed eight diamond drilling programs prior to the 2012 drilling program. In the Buchans area, six holes totaling 850 m were completed at Little Sandy prospect, eight holes totaling 3,850 m were completed to test targets outlined by Billiton within the area of the historic Buchans area mines, and 43 holes totaling 6,853 m were completed within the Lundberg deposit, and ten holes totaling 1,205 m were completed within the Engine House deposit. In addition, 88 drill holes totaling 17,078 m were completed on the Tulks North properties. The programs were managed by Mercator under the supervision of BMC’s management. All logging and sampling of drill core was performed by Mercator geologists in suitable onsite facilities in Buchans. During 2012, Minco funded an 8,184 m diamond drilling program consisting of 58 holes on the Lundberg and Engine House Zones. This program was conducted and overseen by BMC with a primary goal of providing sufficient drilling coverage to support future upgrading of Inferred mineral resources to the Indicated category in the Lundberg and Engine House zones. This program was planned by Mercator, in cooperation with Minco and BMC. A total of 45 of the 58 drill holes were completed within the Lundberg Zone. Drill hole results, within the northwestern area of the Lundberg Zone, identified additional thick mineralization extending to depth and also confirmed that mineralization extends further east than previously interpreted, where two shallow step-out holes intersected the zone, beneath overburden east of the previously defined resource limit. Highlights from 2012 Lundberg Zone drilling included 50.15 m averaging 0.36% Cu, 0.52% Pb, 1.54% Zn and 3.5 g/t Ag in drill hole H12-3465 and 30.0 m averaging 0.27% Cu, 0.29% Pb, 0.87% Zn and 1.38 g/t Ag in drill hole H-12-3458. Higher-grade intersections were returned from certain holes along the southern margin of the Lundberg deposit and include an intercept of 4.0 m grading 2.06% Cu, 5.94% Pb, 11.62% Zn, 119.0 g/t Ag and 0.72% Au in drill hole H-12-3453. These higher grade intercepts are interpreted to represent remnants of the high grade Lucky Strike ore body that were either ignored because of their narrow width and location relative to infrastructure, or because they were not known to exist at the time of mining.

A total of 13 drill holes were completed within the Engine House Zone. Results of this drilling indicate that the zone subcrops along its eastern margin and that modest potential for expansion of higher grade mineralization is present along the deposit’s south margin, near drill holes H-12-3445 and H-12-3443. Drilling highlights from this area include an intercept in drill hole H-12-3445 of 17.0 m, that averaged 4.47% combined base metals, including a section of 1.6 m averaging 0.43% Cu, 2.08% Pb, 6.55% Zn, 12.4 g/t Ag and 0.20 g/t Au, between 75.0 and 76.6 m depth. Additional significant results include: 18.0 m averaging 1.10% Cu, 0.44% Pb, 1.93% Zn, 6.1 g/t Ag and 0.05% g/t Au in drill hole H-12-3454 and 13.0 m averaging 0.58% Cu, 0.31% Pb, 0.61% Zn, 3.9 g/t Ag and 0.07 g/t Au in hole H-12-3449. Based on the 2012 drill program results, the Engine House Zone is interpreted as remaining open to the southwest. Sampling, Analysis and Data Verification

Drilling Procedures:

Springdale Forestry Resources Ltd. ("Springdale") of Springdale, Newfoundland and Labrador, was contracted to provide core drilling services for the 2007 and 2008 Buchans River programs Mercator provided geological and technical staff for all drilling projects to facilitate day to day coring operations and logging functions, with project planning and oversight provided through consultation with senior BMC and Mercator staff.

Springdale was also contracted to provide core drilling services for the 2012 drilling program. BMC staff provided technical and professional support for the 2012 drilling program. BMC was responsible for management of day to day drilling program operations.

In all the drilling programs, drill collar locations for each drill hole were based on Universal Transverse Mercator Zone 21 (UTM NAD 83) as grid coordinates and were established initially in the field by handheld GPS units, followed, in the 2012 program, by differential GPS surveys upon completion of the drilling by Red Indian Surveys of Grand Falls, Newfoundland and Labrador. Drill holes were typically tested for inclination and azimuth variation using Flex-it© down hole survey instruments and results were incorporated in the project database.

Staff technicians were responsible for cutting of logged core to create half and quarter core samples and also for subsequent bagging, insertion of quality control samples, preparation of sample shipment documentation and transport of samples to Eastern Analytical Limited ("Eastern") in Springdale, Newfoundland and Labrador, where initial sample preparation and analysis were completed. Core and pulp materials are currently stored at the company’s secure archive in Buchans.

Drill Core Sampling Protocol

Sampling used a nominal sample length of 1 metre with all samples split longitudinally in half or as quartered core by diamond saw. Overall, core recovery throughout the 2012 and pre-2012 programs was considered good and sampling is therefore considered both reliable and representative.

Procedures (Pre-2012)

Drill core from the Pre-2012 drilling programs was descriptively logged on site, aligned, marked for sampling by Mercator geologists in a secure logging facility in the town of Buchans. All drill core was cut in half, longitudinally, using a diamond saw blade by Mercator technical personnel. Samples consist of half NQ-size diamond core (47.6 millimetre diameter core), consistently taken from the right hand side of the core (looking down hole). The un-sampled half of the core is preserved in core boxes for future reference. As part of quality assurance and quality control ("QA/QC") protocol, samples of core are bagged, tagged, sealed and delivered directly to Eastern laboratory in Springdale, Newfoundland and Labrador by Mercator personnel respecting appropriate chain of custody measures. Sample numbers were recorded in both the core log and in sample record logs for the drill hole. In accordance with the QA/QC protocol set up by Mercator for this drill program, duplicate, blanks and standard samples were inserted in the number sequence at set intervals. Base metal bearing samples are nominally 1 metre to 1.5 m in length, except where specific geologic parameters require a smaller interval be sampled.

Sample Preparation, Analysis and Security (Pre-2012) Sample preparation was completed by Eastern with each sample crushed to approximately 75% of -10 mesh and split using a rifle splitter to approximately 300 g. Each sample split was pulverized using a ring mill to approximately 98% of -150 mesh. In addition to regular samples, blank samples (one per 20 samples) and certified standards (one per 20 samples) were also submitted for sample preparation and assay. All coarse reject material was maintained for the duration of the drill program but has since been discarded. Representative pulp samples were preserved. All assays were completed by Eastern Analytical by the Inductively Coupled Plasma -Optical Emission Spectroscopy method ("ICP") for base metals (Cu, Pb, Zn) and to ore grade assay Cu, Pb and Zn if upper detection limits by ICP were exceeded for either element (upper detection limits: Cu 10,000 ppm, Pb 2,200 ppm, Zn 2,200 ppm). ICP analyses were completed using a 0.50 gram sample digested in nitric and hydrochloric acid and analyzed by ICP. Base metal ore grade assays (Cu, Pb, Zn) were completed using a 0.20 gram sample digested in nitric and hydrochloric acid and analyzed by the Atomic Absorption ("AA") method. Silver assays were completed using a 1,000 milligram sample digested in hydrochloric and nitric acid and analyzed by AA. Gold assays were completed by standard one-half assay ton fire assay using the AA method. All samples analyzed by the ore grade assay method were re-assayed as check assays by ALS Chemex of Vancouver, British Columbia ("ALS"). Eastern also completed independent QA/QC protocols that include insertion of blanks and certified standards as part their routine analyses.

Data Verification and Quality Control (Pre-2012)

QA/QC protocols were implemented to monitor accuracy, reproducibility and precision through each stage of data collection. These stages included sampling, assaying and geological observation. During the 2007 and 2008 drilling programs, Mercator, on behalf of Buchans, carried out a comprehensive QA/QC program. Each step of this program lends itself to a different aspect of quality control and assurance. The insertion of blind standards allows observers to monitor the precision of assay results by comparison to known grades for the control sample. Blanks were used to detect and evaluate issues of cross contamination. The analysis of duplicate sample slits was used to determine the accuracy of reproducing results. In the final verification measure a split of selected sample pulps is sent to a second independent laboratory as means for checking assay of ore grade samples to ensure analytical validity in reported grades.

Canadian Resource Laboratories of Delta, British Columbia provided two certified standards for use in the Lundberg drilling program. The standards were selected on a basis of mineral composition and grade range, including high-grade and low grade standards. The standards selected were CDN-HLHZ and CDN-FCM-4. The th standards were inserted blindly every even 20 sample number in chronologic order with core samples and marked accordingly in the sample record book. Results of each sample were checked against the laboratory supplied grade range tolerances.

Results for additional certified standards used by the laboratory in drill programs within the Buchans area fall within acceptable limits and are considered appropriate for VMS mineralization.

Blank samples were inserted in chronological succession at an interval of every odd 20th sample and noted in the sample record book as a blank. Blank sample material is comprised of barren sandstone collected by Mercator geologists from outcrops near the south shore of Red Indian Lake. Blanks samples were assayed by Eastern throughout the course of the drilling programs. Results for blank samples indicate a consistent background level and results fell with accepted limits.

Duplicate samples were not collected as drill core samples. Duplicate sample pulps were prepared in the laboratory setting by Eastern for every 20th sample, and were used by Mercator and Eastern for in-house quality control purposes. Results for the duplicate pairs were reviewed with respect to lead and zinc values (ICP analysis only). Duplicates from Eastern show good reproducibility and check assays display near 1:1 correlation, which suggests the data is reliable.

All blanks, standards and samples pulps contained within ore grade mineralized envelope (as defined by Mercator) were sent to ALS for check assay, respecting appropriate chain of custody measures. Comparison of analytical results between ALS and Eastern indicate good correlation between laboratories.

Security of Samples (Pre-2012) In 2007, Buchans River enlisted Mercator to implement a sample security protocol for its drilling program. In accordance with that sample protocol, all drill core samples were delivered from the field to a secured and private core logging facility by the drill contractor, Springdale, or Mercator staff. From this point on, samples were handled exclusively by Mercator personnel. Half core samples were assigned unique sample tags, sealed in plastic bags and temporarily stored in rice bags. When storage was required, samples were locked in the secure core facility on site. Samples were delivered in a timely fashion to Eastern in Springdale, Newfoundland and Labrador. All pulps were stored at Eastern Analytical for 30 days and coarse reject material was stored for 90 days. Initially, ore grade sample splits were mailed from Eastern to Mercator’s office in Dartmouth, Nova Scotia and then forwarded to ALS in Sudbury, Ontario. However, beginning in January 2008, ore grade sample splits were shipped directly from Eastern to ALS.

Procedures (2012, and after)

Assay samples consisted of quartered NQ-size diamond core (47.6 mm diameter core). After insertion of quality assurance and quality control ("QA/QC") materials, samples were grouped in batches, sample submission documents were prepared, and bagged shipments were typically transported to Eastern in Springdale, Newfoundland. Eastern also sub-contracts analysis of some elements, such as S, Pt and Pd to Acme Analytical Laboratories Ltd. ("Acme") of Vancouver, British Columbia.

All samples were submitted for analysis by ICP methods for Ni, Cu, Co, Pb, Zn and Ag and if upper detection limits for the ICP method were exceeded samples were re-assayed by "Ore Grade" methods using an AA finish. Silver assays at Eastern were analyzed by the AA method. Gold assays at Eastern reflect a standard one-half assay ton split and AA finish after fire assay fusion. Samples requiring analysis by the "Ore Grade" method were also sent to ALS for check assaying purposes for Cu, Pb, Zn, Ag and Au as well as determinations of Ba and SG. Analyses carried out on high grade pulp split materials submitted to ALS were analysed using that firm’s ore grade ME-OG46 protocol that employs Inductively Coupled Plasma Atomic Emission spectroscopy ("ICP-ES") analysis. Check assays for gold were completed using ALS’s AA25 protocol, and barium determinations were completed by ALS’s ME-XRF10 protocol. Quality Control (2012, and after)

The QA/QC program carried out during the 2012 Buchans exploration programs included blind insertion of blank and certified reference material samples, analysis of pulp duplicate split samples and analysis of mineralised pulp samples as project check samples, at an independent laboratory. The 2012 QA/QC sample program carried out by Buchans was designed to include the following sampling components and nominal insertion or testing intervals: • Certified reference materials inserted in sample stream at one in 20 frequency • Blank samples inserted in sample stream at one (1) in 20 frequency • Duplicate pulp splits prepared at one (1) in 20 frequency • Duplicate coarse rejects prepared at one (1) in 20 frequency • Third party check assays for all mineralized samples grading greater than 10,000 ppm Cu, or 2,200 ppm Pb, or 2,200 ppm Zn, or 6 ppm Ag As noted in the Lundberg Report, Mercator is of the opinion that sample preparation, analysis and security methodologies employed during the 2012 drilling program by Buchans are consistent with current industry standards and sufficient for the Lundberg Project. Review of QA/QC program results for the drilling program showed that a generally systematic low bias exists in analytical results reported by Eastern for the majority of certified reference materials and that a comparable trend is not apparent for results for the same materials that were returned from ALS. This appears to be attributable in part to differences in digestion procedures between

ALS and Eastern and, those used for the reference material dataset. Notwithstanding this point, Mercator considered the 2012 drilling dataset to be of acceptable quality for use in resource estimation programs and recommends that the low bias trend be followed up. Data Verification (2012, and after) All Mercator check samples from the 2012 Buchans drilling program had been previously quartered as part of the 2012 sampling program, with one quarter core sample being subsequently retained by Mercator for check sample analysis purposes. All sampled intervals were carefully photographed, inspected and measured to ensure that representative samples were obtained. Based on observations made during a site visit and further discussions with Buchans staff, Mercator determined that, to the extent reviewed during the visit, evidence of work programs carried out to date on the property is consistent with descriptions reported by Buchans and that procedures employed by Buchans’ staff are consistent with current industry standards and of good quality. Checking of 2012 drilling program database content by Mercator staff consisted of collar coordination checks for all drill holes against source records, spot checks of core sample record entries, and checking of assay results entries against source laboratory reports or certificates. In addition to these manually coordinated checks, routine digital assessment of drill hole datasets for issues such as end of hole errors, conflicting sample records, survey record errors, etc., were carried out, using scripts run within the Gemcom-Surpac modeling software. No substantive issues were identified from checking activities and the database version generated after their completion was designated as acceptable for use in the current resource estimate. Security of Samples (2012, and after) Drill core was collected from each drill site by Buchans’ staff on completion of each hole and transported to Buchans’ secure core facility in Buchans. Staff technicians were responsible for cutting of logged core to create half and quarter core samples and also for subsequent bagging, insertion of quality control samples, preparation of sample shipment documentation and transport of samples to Eastern in Springdale, Newfoundland and Labrador. Both core and samples were under the secure custody of Buchans staff at all times prior to transfer of custody to the commercial carrier or Eastern. All drill logs, digital program records and associated analytical results were maintained under confidential and secure conditions by Buchans’ site staff and all digital data was subject to systematic backup protocols at both site and head office levels. Core and pulp materials are currently stored at the company’s secure archive in Buchans. All mineralized intercepts from the program are stored indoors in racks and the remaining, non-mineralized, sections are stacked on pallets outside. Mineral Processing and Metallurgical Testing In 2010, BMC retained SGS Lakefield Research Limited (“SGS”) of Lakefield, ON to carry out mineral processing and metallurgical testing on three representative samples of mineralized material from the Lundberg and Engine House zones. Results of this work were used by Coley at al. (2011) in the PEA prepared by Wardrop. The mineralization tested by SGS consisted of stockwork style Cu, Pb and Zn sulphides in association with non-sulphide phases such as quartz, chlorite and lesser amounts of barite. The only copper bearing sulphide mineral identified was chalcopyrite, the only lead mineral present was galena, and the zinc mineralization occurred exclusively as sphalerite. Iron was distributed in primary sulphides including chalcopyrite, sphalerite, galena and pyrite. There was no arsenopyrite present as quantified by the associated study of mineralogy. Metallurgical process development studies focused on flotation recovery of copper and lead followed by zinc. After completion of testing, the most appropriate flow sheet for processing of future mineralization, typified by the sample material, was assembled. Initial grinding of mill feed to 80% passing 52 µm was established for flotation circuit feed materials. 2011 Preliminary Economic Assessment of the Lundberg Deposit The Lundberg Project was reviewed by Wardrop Engineering Inc. (a Tetra Tech company) ("Wardrop") in connection with the completion of a NI 43-101 compliant Preliminary Economic Assessment (“PEA”) of the Lundberg and Engine House zones, entitled "Preliminary Economic Assessment on the Lundberg and Engine House Deposits, Newfoundland, Canada", dated August 11, 2011 and prepared for Buchans Minerals Corporation (“BMC”) by Tetra Tech WEI Inc. ("2011 PEA").

The full 2011 PEA Technical Report can be found under the profile of Buchans Minerals Corporation on SEDAR at www.sedar.com.

Mineral Resource Estimate of the Lundberg Deposit (2013)

The mineral resource estimate completed by Mercator in 2013 in the Lundberg Report is based on validated results of 231 diamond drill holes, including 51 of the 58 surface diamond drill holes totaling 7,235 m completed in 2012 by Minco and BMC, for a total of 24,519 m of diamond drilling. Modelling was performed using Gemcom Surpac® 6.3.1 modeling software with zinc, lead, copper, silver, gold and barite grades estimated using inverse distance squared ("ID²") interpolation methodology and 1 m down hole assay composites. The resource block model was set up as a partial percentage model with a block size of 5m (x) by 5m (y) by 5m (z).

A net smelter return calculator was used to generate net smelter return values for each block based on interpolated block metal grades and using three-year, 2010-2012, trailing average metal prices, of $0.95/lb Zn, $1.00/lb Pb, $3.68/lb Cu, $29.00/oz. Ag, and $1,493.65/oz. Au, plus metallurgical recoveries as projected in the 2011 PEA by Wardrop and then current (2012) smelter and shipping terms for similar concentrates. All pricing reflected US currency. As such, the net smelter return values, as calculated, represent the cash value of each resource block, assuming they were mined, milled and the concentrate produced was sold on standard smelter terms typical for this type of ore. The net smelter return calculator was also used to calculate net smelter return values for individual assay results, to define peripheral limits for solid modelling.

Metal grade assignment was peripherally constrained by two separate wire-framed solid models, based on sectional geological interpretations for the Lundberg Zone and Engine House Zone, and a minimum included combined grade, that reflects a $10 net smelter return value. The Lundberg Zone resource solid is the larger of the two, measures approximately 700 m east-west and 400 m north-south, and plunges from the bedrock- overburden interface in the southeast, to a maximum depth of 350 m below surface to the northwest. The Engine House Zone resource solid measures approximately 250 m east-west and 175 m north-south and plunges from

15 the bedrock overburden interface in the east, to a maximum depth of 125 m below surface in the west. Null values were assigned to all historic underground workings consisting of previous development and stoping areas, using solid models created by Mercator for the previous (2008) NI 43-101 compliant resource estimate. All resource blocks intersecting the workings solids were thus removed from the estimate.

Interpolation ellipsoid ranges and orientations were developed through assessment of variography combined with geological interpretations and mining history information. Major axis orientations conform to the down plunge directions for both the Lundberg and Engine House solids, these being 320° and 270° respectively, with plunges varying between 10° and 40° locally. The semi-major axes occur within stratigraphy and perpendicular to the major axes, while minor axes are oriented at a high angle to stratigraphy in the down-hole direction. Major, semi-major, and minor axis ranges of 75 m, 50 m, and 25 m, respectively, were used for initial interpolation passes for all metals. A second interpolation pass at double these ranges was used to interpolate grades in all blocks not evaluated in the first pass. At least 3 and a total of 12 contributing assay composites, with no more than 4 composites allowed from a single drill hole, were required to interpolate a valid block grade. Results from 4,458 separate laboratory determinations of specific gravity were composited at a 1 m down hole support length and used to develop an interpolated specific gravity model using ID² methodology specified above.

The Lundberg Zone resource $10 net smelter return solid measures approximately 700 m in east-west dimension and 400 m north-south dimension and plunges from the bedrock-overburden interface in the southeast to a maximum depth of 350 m below surface in the northwest. The Engine House Zone resource is constrained, in the main zone, by a $10 net smelter return solid that measures approximately 250 m in east-west dimension, 175 m in north-south dimension and plunges from the bedrock-overburden interface in the east to a maximum depth of 125 m below surface in the west. Two very small satellite $10 net smelter return solids are also present.

The resource statement cut-off grade of $15 net smelter return represents an estimated break-even cut-off, as it approximates the $14.80 per tonne operating cost defined in the 2011 PEA by Wardrop, which is comprised of an open-pit mining cost of $2.27 per tonne and a processing cost of $12.53 per tonne. The resource estimate, along with key assumptions, is outlined in the Table below.

Lundberg Deposit Resource Estimate – February 22, 2013

Net Smelter Return Cut- Category Rounded Zn% Pb% Cu% Ag g/t Au g/t Barite % off tonnes ($US) 15 Indicated 23,440,000 1.41 0.60 0.35 5.31 0.07 1.26 15 Inferred 4,310,000 1.29 0.54 0.27 4.47 0.08 0.89 Notes: 1. The Lundberg Deposit includes both the Lundberg Zone and the Engine House Zone. 2. Tonnages have been rounded to the nearest 10,000 tonnes. 3. Net smelter return values were determined by calculating the value of each resource model block using 3 year trailing average metals prices of $0.95/lb Zn, $1.00/lb Pb, $3.68/lb Cu, $29.00/oz Ag, and $1,493.65/oz Au, metallurgical recoveries to concentrate are as projected in the 2011 PEA, plus current concentrate shipping and smelting terms for similar concentrates. 4. All pricing reflects U.S. currency. 5. The resource statement cut-off grade of $15 net smelter return approximates a breakeven cost for an open pit mining and milling operation at Lundberg, and is comparable to the $14.80 operating cost for open pit mining and milling defined in the 2011 PEA. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues. As of the date hereof, Buchans is not aware of any such issues that may materially affect the mineral resource estimate. As stated in the Lundberg Report, Mercator considers the updated Lundberg Deposit mineral resource estimate as set out above to provide definition of sufficient Indicated category mineral resources to support pre-feasibility and feasibility level future investigations.

In addition, Mercator has advised that improved deposit definition would be helpful by drilling beneath the Lucky Strike Glory Hole, where potential exists to upgrade Inferred mineral resources to Indicated status. Mercator noted that opportunities are believed to exist in that area for re-logging and re-sampling of historic drill core stored at Buchans, and successful completion of such a program could support the upgrading of much of the Inferred mineral resource in this area to Indicated status in a future resource estimate update. Additionally, it is possible that new drilling to assess this area could be carried out from surface sites if specialized directional drilling equipment is used. The necessity to carry out either or both of these activities can be evaluated during the pre-feasibility study. Mercator has further advised that if core sampling is carried out in future, it will be important to closely monitor certified reference material results and to reduce redundancy of assay quality analyses to levels necessary for check sample purposes only. Mercator also concluded that although resource extension opportunities exist in some restricted areas of the deposit, these do not appear to be of sufficient magnitude to be critical in further economic evaluation of the deposit. On this basis, no further resource extension drilling is considered necessary at this time. Since the date of the Lundberg Report (2013), Buchans has undertaken exploration drilling and metallurgical test work on the Lundberg property described below. The results from these programs conducted since the date of the Lundberg Report are not considered material to the previous resource estimate contained in the Lundberg Report.

Buchans Base Metal Project – Recent Exploration During 2014, Minco completed a four hole, 556 metre, exploration drilling program as an initial assessment of the area that could potentially lead to discovery of new high-grade areas of mineralization located beyond the limits of the former Lucky Strike mine Positive results were achieved from the drilling program, including confirming narrow but extensive extensions to the high-grade Lucky Strike deposit as well as extending the Engine House zone at depth to the west, where Minco intersected newly discovered high-grade massive sulphides. Results included extending the Lucky Strike deposit with intercepts of 2.70 metres assaying 6.07% Zn, 0.53% Cu, 3.27% Pb, 103.5 g/t Ag and 1.65 g/t Au, in hole 14-3487, and 0.80 metres assaying 16.80% Zn, 0.75% Cu, 7.40% Pb, 518 g/t Ag and 3.54 g/t Au in hole 14-3488. New intercepts extending the Engine House zone included 7.80 metres averaging 3.43% Zn, 1.85% Cu, 1.30% Pb, 22.9 g/t Ag and 0.14 g/t Au, including 1.45 metres of massive sulphides assaying 17.00% Zn, 2.51% Cu, 6.54% Pb, 92.5 g/t Ag and 0.64 g/t Au, in hole 14-3488, and 3.30 metres averaging 1.23% Zn, 3.29% Cu, 1.00% Pb, 12.59 g/t Ag, and 0.02 g/t Au, including 0.45 metres averaging 4.75% Zn, 12.50% Cu, 4.50% Pb, 45.10 g/t Ag and 0.01 g/t Au in hole 14-3491. In addition, the drilling also intersected a deeper, and poorly understood mineralized horizon, named the “Ore Clast horizon” that may also host potential for new high-grade discoveries below depths previously mined at Lucky Strike, and where limited historic drilling returned intercepts of up to 5.27 metres averaging 3.43% Zn, 1.98% Cu, 3.27% Pb, 19.46 g/t Ag, and 0.48 g/t Au (historic assays) approximately 215 metres below surface. This horizon is located below the Lucky Strike mine horizon and the lesser explored Engine House horizon. Given the positive results achieved by the 2014 drilling south of Lucky Strike, Minco completed a 2,100 metre drilling program in this area in April, 2015 to follow up of favourable results from drilling in 2014 and tested several mineralized stratigraphic horizons to explore for new high-grade massive sulphide deposits to depths of 300 metres. Highlights included the intersection of widespread ore clast mineralization comprised of massive sulphide fragments hosted by volcanic breccias within deeper stratigraphic “Ore Clast” horizon. Eight holes designed to test the Ore Clast horizon intersected mineralized felsic volcanic breccia ranging from 1 to 23 metres in thickness, and containing massive sulphide and sulphide-rich clasts measuring up to 15 centimetres in diameter. Intercepts include 0.5 metres averaging 13.32% combined base metals (i.e., Cu%+Pb%+Zn%) as 1.80% Cu, 5.20% Pb, 6.32% Zn, 53.3 g/t Ag, and 0.18 g/t Au in hole H-15-3493, as well as 1.0 metre averaging 6.16% combined base metals as 0.35% Cu, 1.72% Pb, 4.10% Zn, 63.4 g/t Ag, and 0.27 g/t Au in hole H-15-3497.

Since 2015, Buchans has focused its exploration efforts near the former Lucky Strike mine to explore for high-grade resources that may positively impact open pit and underground development of the Lundberg deposit and initiated a program of relogging of historic archived drill cores to assess potential for discovery of additional high-grade resources near the Lundberg deposit. During 2015, Buchans re-logged 156 historic surface and underground drill holes (13,418 m) southwest of the former Lucky Strike mine. This re-logging work focused in on a small high-grade massive sulphide deposit, known as the West Orebody deposit, with reported base metal grades similar to Lucky Strike. The West Orebody deposit was discovered by Asarco in 1940 at a depth of 300 m and consisted of a cluster of small but high-grade massive sulphide lenses. The small deposit was partially mined during the mid-1940’s with an approximate aggregate tonnage of less than 100,000 tonnes. While production records and other details are scanty, the West Orebody deposit has not been a focus of exploration since the 1940s when the deposit was tested by only short underground holes and a few widely-spaced surface holes. Previous underground drilling tended not to test the lateral extents of the ore horizon more than 50 metres beyond the developed orebody. Previous exploration at this deposit was largely limited to minimal underground drilling and a few widely-spaced surface holes. Buchans now believes the West Orebody mineralization may be associated with a controlling structure or mineralized trend that was active during formation of the Lucky Strike and West Orebody deposits. Buchans further believes that the higher copper content of this deposit’s mineralization may enhance the viability of borehole geophysical techniques to explore for additional mineralization in this area. Re-logging and reinterpretation of archived drill cores by Buchans suggests this West Orebody mineralization is located near the intersection of the Lucky Strike Horizon and the stratigraphically deeper, Ore Clast Horizon. It is further interpreted that the Ore Clast horizon is in part a structural feature or rift fault, active during formation of the Lucky Strike and West Orebodies deposits, and may have acted as a control structure for the generation of high-grade massive sulphides. The relogging program continued throughout 2016 bringing the total relogged drillholes to 319 surface and underground drill holes totaling 51,137 m of archived drill core drilled within 2 kilometres of the former Lucky Strike mine, and a further 49,100 m in 141 holes from other prospects located less than 4 kilometres from the Lundberg deposit. Among the other targets identified by relogging is an area north of Lundberg, where the host horizon of the Lucky Strike deposit remains underexplored in a down dip direction, and where further drilling is warranted to explore for additional high-grade sulphide deposits. Highlights from this area include mineralized intercepts that remain poorly tested down dip, including, but not limited to an intercept of baritic semi- massive sulphides assaying 0.4% Cu, 4.3% Pb, 8.0% Zn, 58.3 g/t Ag, 1.37 g/t Au over 1.22 m in historic underground drill hole H-807, drilled in 1948. Another target area is located east of the former Oriental mine, where Asarco mined high-grade massive and breccia ores totaling 3.3 million tonnes averaging 1.47% Cu, 7.90% Pb, 14.18% Zn 154.0 g/t silver, and 1.96 g/t gold (1981, Geological Association of Canada Special Paper 22). In this area, relogging in 2016 suggests mineralized rocks persist beyond the eastern limits of previous mining as evidenced by multiple, shallow (<50 m depth) intersections of moderate grade mineralization in historic surface drill holes that returned assays ranging between 4.3% and 5.9% combined base metals (Cu+Pb+Zn) over widths ranging between 2.3 m and 15.9 m (approximate true widths). Mineralized intercepts occur within an area measuring approximately 200 m by 100 m and remains open to the east where it is poorly tested by historic drilling. Other targets under investigation include undeveloped sulphide prospects at Sandfill, located 2 km to the northeast of Lundberg, and Clementine, located 3.5 km west of Lundberg. These prospects are composed of transported sulphide debris breccia deposits deposited short distances away from their in situ source massive sulphide deposits. Relogging now suggests favourable mineralized trends may extend beyond these prospects warranting further review and additional exploration by diamond drilling at depths of 300 to 500 metres. As these prospects are significantly less explored as they are not located at sites of previous mine development, they offer significant potential for discovery of new larger deposits that could potentially be developed as high grade, standalone, underground mines.

In the first quarter of 2017, Buchans continued its program of relogging of historic archived drill cores to assess potential for discovery of additional high-grade resources near the Lundberg deposit. Each of the aforementioned target areas continue to be assessed and will be considered for possible future drill testing. 2016 Testwork and Metallurgical Studies During 2016, Buchans, through its wholly owned subsidiary Buchans Minerals Corporation, in a collaboration agreement with Canadian Zinc Corporation (TSX:CZN) successfully completed a research programme to evaluate the metallurgical characteristics of their respective volcanogenic massive sulphide (“VMS”) Zn-Pb-Cu-Ag-Au base metal deposits in central Newfoundland . The metallurgical research study demonstrated that the ore from Buchans Lundberg, Daniels Pond and Bobbys Pond deposits can be successfully processed in a central mill using a sequential flotation flowsheet, and that selective zinc, lead and copper concentrates at marketable grades can be produced from these deposits. The programme focused its evaluation on five VMS deposits, three held by Buchans (Lundberg, Bobbys Pond and Daniels Pond) and two held by Canadian Zinc (Lemarchant and Boomerang-Domino). The Lundberg deposit is the largest, most advanced property in terms of resource definition, mine planning (with the potential to have an open pit mine), metallurgical testing and economic studies completed to date. All the other mineral deposits (Bobbys Pond, Daniels Pond, Lemarchant and Boomerang-Domino) are smaller, higher grade deposits, amenable to underground mining, that may not individually support a mine and processing operation. The principal goal of the research program was to assess the technical and economic viability of developing a number of these mineral deposits utilizing a common central processing facility.

1. Mineral Resource Estimate Technical Report on the Lundberg Deposit, Buchans Area, Newfoundland, Canada. Effective February 22, 2013; prepared by Mercator Geological Services for Buchans Minerals Corporation, filed on SEDAR. 2. Mineral Resource Estimate Technical Report on the Daniels Pond Deposit, Newfoundland, Canada. Effective March 11, 2008; prepared by Mercator Geological Services for Royal Roads Corp., filed on SEDAR. 3. Mineral Resource Estimate Technical Report on the Bobbys Pond Cu-Zn Deposit, Newfoundland and Labrador, Canada. July 31, 2008; prepared by Scott Wilson Roscoe Postle Associates Inc. for Mountain Lake Resources Inc., filed on SEDAR. 4. Property owned by Canadian Zinc Corporation. Mineral Resource Estimate Technical Report on the Tulks South Property, Central Newfoundland, Canada. August, 2007; prepared by Snowden for Messina Minerals Inc., filed on SEDAR. 5. Property owned by Canadian Zinc Corporation. Mineral Resource Estimate Technical Report on the Lemarchant Deposit, South Tally Pond VMS Project, Central Newfoundland, Canada. March 2, 2012; prepared by Gary Giroux, P.Eng. for Paragon Minerals Corporation, filed on SEDAR. The metallurgical portion of the program was successful in confirming that selective zinc, lead and copper concentrates at marketable grades can be produced using a common flotation flowsheet for all five deposits. The positive results from the metallurgical test program strongly support the development of the sequential flotation technology for processing of the central Newfoundland deposits using a centralized processing facility.

The economic assessment portion of the program applied a Process Simulation and Cost Assessment model order of magnitude / conceptual assessment) to evaluate and identify the key factors impacting the operating economics of a centralized processing concept for the production of the base metal concentrates. The economic assessment completed various scenarios that considered three possible processing facility locations, the possible benefits of dense media separation (“DMS”) and three alternative tonnage throughput rates for the processing facility. Multiple conceptual economic scenarios at three potential sites were developed to simulate the proposed centralized milling concept. The variables assessed included the different potential mill sites, with or without DMS, new or used process equipment, mining rate, and processing feedstock composition for each deposit. Lundberg, being the largest but lowest grade deposit, was considered the main plant feed and Lemarchant, Boomerang, Daniels Pond and Bobbys Pond were treated as satellite deposits. The results indicated that Buchans Lundberg deposit would enhance the viability of a central milling facility and the future development of this region’s mineral resources. The potential benefits include: • Increase Project Life - The additional tonnage contribution from the Lundberg deposit to a central milling facility would add considerably to the life of the project. • Reliable Mill Feed - Open pit production from the Lundberg deposit would provide a very predictable and reliable source of mill feed that will limit potential issues related to maintaining underground mining rate from the other satellite deposits. The proximity of the Lundberg deposit to the town of Buchans provides for ready access to existing infrastructure (i.e. roads, electricity, labour), as well as existing tailings facilities that could potentially be expanded, but would result in longer haulage distances from most of the satellite deposits. The total cost of the research project was estimated at approximately $860,000 with $620,000 funded through the Research & Development Corporation of Newfoundland and Labrador (“RDC”) GeoEXPLORE Industry- led R & D Technology Development and Demonstration Program with Buchans Minerals and Canadian Zinc providing $130,000 and $110,000 respectively. Highlights of the DMS and Metallurgical Testing: The metallurgical test program completed by Thibault & Associates Inc. of Fredericton, New Brunswick was based on an assessment of pre-concentrating the ore prior to flotation using DMS technology and the development of a process relative to the metallurgical characteristics of five deposits under development. The results of the bench scale test program have indicated an improved grade and recovery relationship for the production of Cu-Pb-Zn concentrates using a sequential flotation flowsheet. Highlights of the testing program are provided below. • Dense Media Separation - The bench scale DMS test program was completed to assess the amenability of mineralized samples from the deposits to physical upgrading (pre-concentration) at each site. Use of DMS processing technology would provide a potential means of reducing transportation costs from mine site to the milling facility and to maximize head grade and reduce downstream processing costs. Results from pre-concentration of the samples by DMS (prior to flotation) was determined to be technically viable for semi-massive and stringer sulphide samples from the Lemarchant FW, Bobbys Pond and Lundberg deposits. Results from the testing are provided in the following table. • Common Flotation Flowsheet - Initial bench scale flotation tests were designed to compare two flowsheet options: 1) a bulk Cu/Pb-Zn flotation flowsheet and 2) a sequential Cu-Pb-Zn flotation flowsheet using various reagent schemes and alternative grind specifications. Results from the initial flotation testing indicate the sequential Cu-Pb-Zn flowsheet provided the best overall performance for the original four deposits tested. Subsequent testing of the Lundberg Deposit samples indicates it is also amenable to the sequential Cu-Pb-Zn flotation flowsheet with improved concentrate grade and metal recoveries over previous metallurgical testing completed for the 2011 Lundberg Preliminary Economic Assessment.

• Flotation Testing - the bench scale metallurgical test work was aimed at assessing the amenability of the mineralized samples from the five deposits to a common flotation flowsheet. The test work serves as a first stage evaluation of developing a process flowsheet and the ability to process the various base metal deposits of central Newfoundland. Results from the bench scale batch flotation tests confirmed the production of selective zinc, lead and copper concentrates at marketable grades relative to smelter schedules. Based on the bench scale batch flotation tests (as an open circuit without recycle) and process simulation of the sequential flowsheet mass balance relative to the test program, the grade and recovery of concentrates for each deposit have been defined by the following Table and are not representative of lock cycle or pilot testing of the proposed flowsheet.

[1] Note: Lead grade defined by the test program with added cleaning of the lead concentrate to reduce zinc and iron. The positive results of the research project provide valuable direction to guide future exploration on Buchans central Newfoundland volcanogenic massive sulphide (“VMS”) Zn-Pb-Cu-Ag-Au base metal deposits and the conceptual economic modelling provided key information on which to focus future economic studies and development plans for advancing the development of the Lundberg and satellite deposits using a central milling facility. It is significant from a metallurgical standpoint, that these five different deposits can be processed on a common flotation flowsheet representing a key step forward in evaluating the viability of centralized milling as a development opportunity for these projects. The initial economic simulations utilizing this new metallurgical data provides valuable information and direction upon which to guide our future exploration and development plans for our Newfoundland deposits. The outcome of this assessment was successful in identifying a number of scenarios that warrant further investigation. Given these encouraging results, Buchans will continue to consult with Canadian Zinc to identify a mutually beneficial path towards furthering the development of this combined project. It is recommended that further review of the satellite deposits be undertaken to examine the potential of increased minable resources; improved run of mine ore grades and mine production rates; and to evaluate cost-effective alternative mining methods such that the satellite deposits could generate sufficient revenue to support the costs in developing and producing from these smaller, higher grade deposits.

Woodstock Manganese Project

The Woodstock Project, which contains the Plymouth Mn-Fe deposit, is located in Carleton County, southwestern New Brunswick, Canada, approximately 5 km west of the town of Woodstock, New Brunswick.

The Woodstock Project consists of Mineral Claim 5472 comprising 232 mineral claims that cover approximately 5,800 ha of surface area. The Plymouth Mn-Fe deposit is located in the southwestern area of the northernmost claim block, less than one km north of Highway 95 to Houlton, Maine, and is accessed by the Plymouth Road, which is located just west of the deposit.

Buchans, through its wholly-owned subsidiary Canadian Manganese Corporation (“CMC”), has the exclusive right to explore for minerals within the Woodstock Project boundaries, and has acquired the surface rights over an area measuring 52 hectares in size that covers the northern portion of the Plymouth deposit. Land access with surface right holders has been secured, as and when necessary, for the purpose of mineral exploration on those areas where BMC does not already own the surface rights. The portion of the property for which CMC purchased surface rights is subject to a 1% gross sales royalty payable upon commencement of commercial production, with CMC retaining certain rights to buy back one half of the royalty.

The mineral rights were acquired by purchasing the original claim block of 21 claim units covering the Plymouth Mn-Fe deposit and most of the Hartford Mn-Fe deposit on August 4, 2010 from Mineral Resource Research Ltd. ("MRR"), a private company based in Fredericton, New Brunswick. After acquiring the initial MRR property, additional mineral claims were staked in 2010 and 2011 to cover previously documented Mn-Fe occurrences plus extensions of associated gravity and magnetic anomalies that extend for up to 20 km along strike to the southwest. Extending the land position provided coverage of a 20 km long corridor extending from the known deposits to the border with the State of Maine (USA). Mineral Claim 5472 is in good standing with sufficient excess assessment credits to retain mineral rights without additional property expenditures required before November 14, 2024. The Mineral Claims requires annual renewal fees that increase periodically. Renewal fees in 2016 were $4,640.

In July 2014, a preliminary economic assessment (“PEA”) of the Woodstock electrolytic manganese metal (“EMM”) project was completed, the results of which are contained in the Woodstock Report.

The information relating to the Woodstock property and Plymouth deposit in the following sections has been largely extracted from the Woodstock Report dated July 10, 2014 that was prepared by Dharshan Kesavanathan, P.Eng., Laszlo Bodi, P.Eng., Michael Cullen, M.Sc., P.Geo, Mike McLaughlin, P.Eng. and Wenchang Ni, P.Eng. of Tetra Tech WEI Inc., Qualified Persons defined by NI 43-101, as filed on SEDAR on July 22, 2014. Information pertaining to the Mineral Resource Estimate of the Plymouth deposit has been extracted from the Woodstock Resource Report dated May 6, 2013 that was prepared by Michael Cullen, P.Geo. and Andrew Hilchey, P.Geo., Mercator Geological Services Limited and Stephanie Goodine, P.Eng. of Thibault and Associates.

The Woodstock Report (2014) and the Woodstock Resource Report (2013) are intended to be read as a whole documents, and sections should not be read or relied upon out of context. The technical information is subject to the assumptions and qualifications contained in the Woodstock Reports and the Woodstock Resource Report (2013). For readers to understand the technical information on Woodstock in this document, they should read the Woodstock Report (2014) and the Woodstock Resource Report (2013) filed under Minco’s profile on www.sedar.com in its entirety, including all qualifications, assumptions and exclusions that relate to the technical information set out in this document.

Accessibility, Climate, Local Resources, Infrastructure and Physiography:

The Woodstock Project is easily accessible, with the Trans-Canada Highway being located approximately 4 km to the east and Highway 95 in Canada, which extends westward to the U.S. border, being located less than 1 km north of the Plymouth Road that crosses the property.

The property is well-positioned with respect to infrastructure. A railway line is accessible in Houlton, Maine, 16 km to the west, and electrical grid power is readily available within the limits of the Woodstock Project. The town of Woodstock is located approximately 5 km to the east, accessible year-round by paved roads, and has a population of approximately 5,000. It offers basic amenities and is a regional hub of commerce. The city of Fredericton is located 105 km along the Trans-Canada Highway to the south and is a large centre that has a population of 56,224 people which could supply a trained workforce, and has a university, hospital and all amenities and supplies necessary to support a potential mining operation. Buchans’ management believes that sufficient undeveloped land occurs within the general area to allow negotiated purchase and or access of lands sufficient for potential development of a mine and processing facility, though Buchans has not evaluated potential design plans for such facilities. The climate in northern New Brunswick is characterised by relatively cool, northern Atlantic temperate conditions with a short summer season from July through early September and a long winter period from November through late March or early April. Environment Canada records show the daily mean temperature during the winter months to be -5° C, ranging from 0° C to -11.5°C, and daily mean temperature from May to October is 10° C, range from 6.4° C to 19.3° C. Daily winter minimums can exceed -30° C and summer daily maximum values in the 25° C or higher range also occur. Average annual precipitation ranges from 77 cm to 107 cm with much of this occurring as snow. Exploration activities can be carried out in all seasons in this area, assuming that appropriate allowances are made for heavy snow conditions during winter months and thawing ground during spring break-up. The latter period can present substantial challenges due to wet and soft ground conditions that can make certain less developed roads temporarily impassable. For the most part, the terrain is gently rolling with wooded hills covered by stands of predominantly mixed deciduous and evergreen trees being present, and the elevation of the property is approximately 124 m above mean sea level. Low-lying and low relief areas are commonly cleared and used for farming. While most residential properties are limited to homesteads established prior to the mid-1900s, there are also local housing developments comprised of modern suburban housing, particularly within the most northern portions of the property near Hartford. Several rivers transect the properties and typically have incised gorges in the otherwise gently rolling topography, the largest of these is the Meduxnekeag River that flows east to the St. John River.

History:

The history of exploration and mining at the Woodstock Project was poorly recorded for the period prior to 1970, but historical operations at Iron Ore Hill and in the Woodstock area included development and production of approximately 70,000 tons (63,497 tonnes) of iron ore between 1848 and 1884. It is understood that this ore was locally smelted. The Mn potential of these occurrences may not have been fully appreciated until 1936, when the Geological Survey of Canada ("GSC") published geological mapping for the area. This work highlighted several occurrences of Fe formation including some of the main deposits in the Moody Hill and Iron Ore Hill areas. This work included chemical analyses of several of the Fe formations and highlighted the high Mn contents of the material with reported ranges between 10.48% and 15.0% Mn. In 1943, the ores were assessed by Noranda Mines Limited using flotation technology to produce a Mn and Fe concentrate. Also in that year, regional scale mapping was completed in (1943) for the State of Maine and in 1947, the Maine Geological Survey published a review of the Mn deposits of Aroostook County.

In 1952, the New Brunswick Resources Development Board completed a review of New Brunswick Mn occurrences and in 1954, the GSC completed a preliminary review of the Woodstock area Mn occurrences. The United States Bureau of Mines and Maine Geological Survey also initiated studies of similar Mn deposits in Aroostook County, Maine in 1952 and work undertaken between 1952 and 1962 included metallurgical studies on mineralization from the Maple Mountain-Hovey Mountain deposits, description of ores from the Littleton Ridge Mn deposit, bulk sampling of the Dudley Mn deposit, investigation of various Aroostook County occurrences, and detailed geological investigation of the Maple and Hovey Mountain area deposits.

Between 1953 and 1960, the deposits were held by Strategic Manganese Corporation, a subsidiary of Stratmat Limited ("Stratmat"). While conducting a gravity survey southwest from the Iron Ore Hill area to the Maine border, Stratmat discovered the North and South Hartford deposits, as well as the Plymouth Mn-Fe Deposit. Over the period of 1953 to 1957, Stratmat completed various metallurgical investigations and geological and magnetic surveys, and 34,021 feet (10,370 m) of drilling, including 17,388 feet (5,300 m) on the Plymouth Mn- Fe Deposit. From this exploration, Stratmat produced a historical resource estimate for the Plymouth deposit of 51,000,000 tons (46,266,421 tonnes) of 13.3% Fe and 10.9% Mn. They also estimated the Woodstock deposits to a depth of 500 feet (152.4 m) to contain 214 million tons (194,137,534 tonnes) of 13% Fe and 9% Mn. See "Historical Estimates" below.

Over the period 1965 to 1968, the Chemical Engineering Department of the University of New Brunswick undertook three investigations of the Mn ores. These investigations included examination of possible chemical processing techniques of the ore that included chemical leaching with sulfuric acid and sulfidation, as well as upgrading by agglomeration as an alternative to flotation.

In 1968, the Geological Survey published a Memoir on the Woodstock area that included a regional geological map showing locations of the various Mn-Fe prospects in the area. This report provides detailed descriptions of the main Woodstock Property deposits and documents the location of several Mn-Fe occurrences located southwest of the Plymouth deposit and extending to the Maine border.

In the early 1970's, Mandate Refining Company held the claims and worked towards development of a method of roasting pyritic waste and Mn-Fe ore. This was unsuccessful and the claims were abandoned.

In 1972, the New Brunswick Department of Natural Resources ("NBDNRE") published a geological report on the stratigraphy and structure of the area. This report included several geological maps showing locations of Mn-Fe occurrences throughout the area, including those covered by the current Woodstock Project held by Buchans.

Between 1976 and 1980, Minuvar Limited held the claims and undertook geological mapping and geochemical sampling of available trenched and outcropping bedrock exposures in 1976. It also subsequently conducted magnetometer and very low frequency electromagnetic ("VLF-EM") ground geophysical surveys over the Plymouth deposit. In 1978 and 1979, one inch to quarter mile geology maps for the area were published by the New Brunswick Geological Survey.

In 1984, MRR staked the Mn-Fe deposits and in 1985, completed detailed geological mapping and trenching over the Plymouth deposit and drilled one hole to test the known deposit. This hole missed the zone as it was drilled sub-parallel to strike.

In the fall of 1985, the NBDNRE collected samples from the Plymouth deposit for submission to the New Brunswick Research and Productivity Council ("RPC") for mineralogy studies and chemical analysis.

In 1986, a sampling program was completed over the Plymouth and Hartford deposits funded by the Canada- New Brunswick Mineral Development Agreement. Work was completed by Atlantic Analytical Services ("Atlantic Analytical") and the RPC. Five samples from Plymouth and three samples from South Hartford were collected for mineralogy and grade determinations, including five 200 kg samples collected from five trenches excavated and sampled in January of 1986. The "original trench" previously sampled by the NBDNRE in 1985 was not sampled during this sampling campaign. This work was reportedly undertaken during a period of "heavy snow fall" that hindered the program.

Results showed that all of the Plymouth samples were of inferior quality, assaying an average of only 5.13% Mn, and one of the samples assayed as low as 0.46% Mn and "contained substantial quantities of mud and soil". These same samples were used in a follow-up study by the Process Studies Group of the Mineral Resources Branch of NBDNRE that included various leach tests. The reported head grade of the sample was 7.29% Mn and 11.3% Fe (O’Donnell, 1988).

In 1986, funded by the Canada-New Brunswick Mineral Development Agreement, Witteck Development Inc. ("Witteck") of Mississauga, Ontario was contracted by the Department of Supply and Services of the Government of Canada to undertake a detailed processing study using the Atlantic Analytical samples collected from the Plymouth deposit. Witteck completed a detailed investigation that included metallurgical test work and an economic evaluation of selected processing options. Head assays for the Plymouth samples were determined to range from 6.27% to 8.41% Mn and averaged 7.2% Mn.

In 1987, MRR also completed a ground magnetometer and VLF-EM survey over the Plymouth deposit. The magnetometer survey was successful in outlining the Plymouth deposit with results obtained being comparable to those of earlier surveys.

In 1987, MRR undertook a comprehensive technical program to evaluate the Plymouth deposit in an attempt to establish an accurate description of the deposit, including potential grade and tonnage aspects. This program included bulk sampling, trenching, core drilling and geochemical analyses. Highlights include excavation of two trenches across the deposit and drilling of two drill holes beneath each trench to allow interpretation of sections across the deposit at depth.

A total of five holes (DDH-87-1 to DDH-87-5) were drilled, totaling 2,086 feet (636 m). Based on this work, MRR completed a resource estimate for part of the deposit that totaled 10,078,875 tons (9.1 million tonnes) averaging 11.89% Mn (Roberts and Prince, 1988).

In 1991, an interim report was prepared on an investigation to evaluate the use of microwave-hydrochloric acid digestion processing of the Woodstock ores. In 1991, MRR contracted Industrial Research and Development Company Ltd. to evaluate the use of microwave-hydrochloric acid digestion processing of the Woodstock ores.

In 2007, a thesis study of the Woodstock deposits was initiated by Mr. Bryan Way in pursuit of a Master’s of Science degree in geology at the University of New Brunswick under the supervision of Dr. David Lentz. This research lead MRR to reacquire claims over the Plymouth and Hartford deposits by staking in 2008 and MRR made various archived samples and drill cores available to Mr. Way for sampling and study.

The project was acquired by BMC in August 2010. The mineral rights were acquired by purchasing the original claim block of 21 claim units covering the Plymouth Mn-Fe deposit and most of the Hartford Mn-Fe deposit on August 4, 2010 from Mineral Resource Research Ltd. ("MRR"), a private company based in Fredericton, New Brunswick.

Historical Estimates: The above summary of the history of the Woodstock Project contains historical estimates, including estimates of the quantity and grade of deposits on the Woodstock Project.

Readers are cautioned that the historical estimates contained in the above summary are based on data obtained and prepared by previous operators and neither Buchans nor its predecessors have located original assay sheets or details of the estimation methodology, nor the key assumptions or parameters, underlying the estimates. A qualified person has not done sufficient work to verify or classify the historical estimates as current mineral resources. Buchans is not treating the historical estimates as current mineral resources in accordance with NI 43-101, and these estimates should not be relied upon. Verification and classification of the historical resource estimate as current mineral resources will require considerable further evaluation.

Geological Setting, Mineralization and Deposit Types:

Government mapping in the area of the Woodstock Project shows it to be underlain by a belt of Ordovician and Silurian siltstones and slates collectively referred to as the Aroostook-Perce belt. Late Ordovician to Early Silurian sediments of the Matapedia Group’s Whitehead Falls Formation are overlain by Early Silurian sediments of the Perham Group’s Smyrna Falls Formation and are laterally extensive throughout the property and over much of western and northwestern New Brunswick and Maine.

The Woodstock Project Mn-Fe deposits are interpreted to represent a series of Early Silurian manganiferous banded iron formations ("BIFs"). Six main Mn-Fe deposits were identified by gravimetric survey results from the mid 1950s and are defined as being large, lenticular-shaped bodies within the Silurian Smyrna Mills Formation. These deposits are interpreted to have formed in a shallow marine basin during the Taconic Orogeny and are in sharp contact with units of red or green shale. Stratigraphic lensing and compositional variation of the manganiferous BIFs has been interpreted to indicate that the deposits are stratigraphically separated and not one continuous unit. The current orientation of bedrock units is primarily a function of two folding generations. F1 folds trend northeast, are slightly overturned south of the Plymouth Mn-Fe Deposit and have axial planes ranging from nearly vertical to 85° northwest. Fold axes plunge shallowly (less than 5 degrees) to the northeast or southwest. F2 folds overprint F1 structures and have axial planes trending northwest (approximately 320°) and dipping steeply (approximately 80°) north. Both sets of folds were generated during the mid-Devonian Acadian Orogeny and were affected by associated regional sub-greenschist metamorphism.

The White Head Formation consists of dark grey to bluish-grey fine-grained argillaceous limestone with interbedded calcareous shale. The Smyrna Mills Formation is composed of dark grey non-calcareous silty shale with minor layers of green and red mudstone, and associated ferro-manganiferous siltstone. There is great variation in shale and/or siltstone in the Smyrna Mills Formation and this is interpreted to indicate variable ocean redox conditions during deposition of the host sequence. This is evidenced by the occurrences of BIFs at Plymouth, Iron Ore Hill, South Hartford, and Green Road that are commonly in sharp contact with units of red or green shale, or a combination of the two.

The Plymouth Mn-Fe Deposit has been described as an assemblage of Fe and Mn oxide and carbonate-silicate- oxide facies rocks that formed within a shallow marine basin, an interpretation supported by the presence of asymmetrical ripple marks within the surrounding strata initially described the Plymouth BIF as a series of sedimentary-volcanic units, but alternative hypotheses suggest the Mn-Fe could have originated from a variety of sources including oceanic Mn-Fe hydroxides and/or the weathering of terrestrial bedrock.

Historical interpretation of the mineralization of the Plymouth Mn-Fe Deposit indicated that the Mn-Fe mineralization can be subdivided into Mn-Fe oxide, silicate-carbonate-oxide, and carbonate facies. These stratiform deposits are analogous to the Type IIA deposits of bedded Mn oxides and carbonates. The Fe-Mn oxide facies present on the Woodstock Property is represented by red to maroon siltstone and red chert and is characterized by the mineral assemblage magnetite, hematite, braunite (Mn+2Mn+36[O8SiO4]) and bixbyite ([Mn,Fe]2O3) and ranges between 30% and 80% Fe-Mn oxides. Fe and Mn mineralization is also present in the form of rhodochrosite (MnCO3) and minor sursassite (Mn2Al3[(SiO4)(Si2O7)(OH)3]) crosscuts syngenetic Fe-Mn mineralization in the Plymouth deposit. Layers of Fe-Mn mineralization are also locally observed to be crosscut by veins of quartz, quartz-carbonate, chlorite, and sulfide.

Following the work completed by Buchans’ subsidiary and consultants on the Plymouth deposit since 2011, it has been found that the manganese mineralization in both the red and grey siltstones is dominated by manganese carbonate in the form of rhodochrosite. The iron mineralization in both the red and grey siltstones was found to be different, with the dominant iron minerals in the red siltstone found to be predominantly oxides, in the form of hematite, magnetite and ilmenite; whilst the dominant iron mineral in the grey siltstone was found to be predominantly carbonate, in the form of siderite.

As noted above, the manganese contained in the Plymouth deposit is predominantly in the form of a carbonate (rhodochrosite) whilst the iron exists in both oxide (hematite, magnetite and ilmenite) and carbonate minerals (siderite). The deposit type is sedimentary in origin and of the stratiform, banded Mn-Fe formation (BIF) type. The host sequence consists of Silurian red and grey siliciclastic to calcareous siltstones and shales that have been metamorphosed under lower greenschist facies conditions. In addition to the main oxide, silicate and carbonate facies Mn-Fe concentrations, host rocks contain minor magnetite and traces pyrite in grey siltstone and black shale intervals. The Mn rich iron formation deposits occur in stratiform bodies and represent spatially distinct deposits that accumulated contemporaneously with surrounding sedimentary strata. Fe and Mn are considered to have been deposited from seawater in an oxidising environment and host strata have subsequently been structurally thickened through Mid-Devonian folding and faulting related to the Acadian Orogeny. Some subsequent remobilization of Mn has occurred and resulted in re-deposition of Mn oxides in fracture zones.

Exploration and Drilling

In 2011, CMC carried out a five-hole (1,040 m) core drilling program on the project in 2011 consisting of five holes.

These holes were designed to assess the historic Plymouth deposit, as identified by a magnetic survey carried out by MRR in 1987, and to confirm assay results reported by MRR in 1988. The program was managed by employees of BMC with logging and sampling conducted by a BMC geologists and technicians.

Assays from the initial three holes demonstrated grade and continuity over large widths. Significant intercepts of the program included 11.41% manganese over 45.0 m in Hole 11-006, 11.43% manganese over 89.0 m in Hole PL-11-007, and 9.22% manganese over 63.0 m in Hole PL-11-008. Additional drill results included results for two intersections in Hole PL-11-009. The upper intercept from a depth of 10 m to 54 m returned 8.61% manganese over 44.0 m and the lower intercept from 69 m to 147 m returned 12.51% manganese over 78.0 m. Hole PL-11-010 also included two intersections with an upper intercept from 10 m to 111 m returning 11.27% manganese over 101.0 m and a lower intercept from 153 m to 231 m returning 11.67% manganese over 78.0 m.

True widths of the mineralized intercepts are estimated to be approximately 87% of the reported drill core lengths. Drilling was completed on two sections spaced approximately 100 m apart and was designed to confirm the deposit’s grade and thickness and to collect fresh core samples for metallurgical testing.

In 2013, Minco and CMC completed 15 diamond drillholes totaling 4,082 m along 7 sections transecting the mineralization, spaced at approximately 100 m intervals over the length of the deposit across the deposit as a basis for resource estimation of the Plymouth deposit to the Inferred category. The program was planned by Mercator with input from BMC technical staff to provide drill hole information sufficient for the purposes of completing a NI43-101 compliant resource estimate.

The resulting resource estimate was compiled from available verifiable historic data, including data collected by previous trenching and drilling by MRR in 1987 (5 holes totaling 636 m) as well as drilling data collected by CMC in 2011 (5 holes totaling 1,040 m) and during 2013 (4,082 m). A Mineral Resource estimate of Inferred Resources that is compliant with NI 43-101 was issued by Mercator on May 6, 2013 and comprising 43.7 Mt, grading 9.98% manganese, and 14.29% iron at a 5% manganese cut-off (or 9.62 Blb of contained manganese). This estimate is superseded by the mineral resource estimate contained in the Woodstock Resource Report. The only difference between the two estimates is that a 3.5% manganese cut-off value was used to define the current estimate.

Drilling during 2011 and 2013 was contracted to Maritime Diamond Drilling of Stewiacke, Nova Scotia, Canada and was completed using a Longyear 38 drilling rig supported by bulldozer and Timberjack equipment for drill moves and day to day support. NQ sized core (47.6 mm diameter) was recovered and drilling was carried out on a two shifts per-day basis. Site supervision, logging, sampling and project record keeping were the responsibility of BMC personnel in accordance with BMC field operations and quality assurance (QA) and quality control (QC) protocols that are discussed below. Drill core was descriptively logged on site, aligned, marked for sampling, and then longitudinally split in half using a diamond saw blade. Samples consisted of half NQ sized core. The remaining half of the core was preserved in core boxes for future reference. In accordance with BMC protocols, half core samples were placed in numbered plastic bags, along with a sample record tag, and were sealed. After insertion of QA/QC materials in the sample stream, bagged samples were shipped by commercial carrier to ALS’s preparation laboratory in Sudbury, Ontario, Canada. Samples were typically collected using a nominal three metre core length, except where specific geologic parameters required lesser length samples be collected. Sample lengths were determined and marked by the logging geologist.

BMC staff was responsible for management and supervision of all aspects of the Woodstock drilling programs in both 2011 and 2013.

Sample Preparation, Analyses, and Security

Various levels of documentation were available for the historic programs, the most useful being sourced in the Government of New Brunswick assessment reporting archives. Detailed information is not consistently present for work carried out prior to BMC’s work (pre-2011), with respect to the reporting of drill logs, sample records, laboratory assay certificates, verifiable location data, sample preparation, analysis and security. Detailed support documentation for historic drilling during the 1950s is largely absent and only rudimentary information is available for the small programs carried out in 1985 and 1987. In contrast, BMC and BMC-Minco programs, carried out in 2011 and 2013 respectively, include good descriptions of procedures and associated protocols.

On the basis of poor support documentation, Mercator and BMC have not included results from 1950s era drilling programs in the project database used in the current resource estimate program reported in the Woodstock Resource Report. Only data from the MMR programs in 1985 and 1987, plus the programs by BMC and BMC-Minco in 2011 and 2013 respectively, are included in the resource estimate database, which is addressed below.

Sample Preparation

Four drill holes and two surface trenches were completed by MRR during 1987. The results were reported by MRR in an assessment report submitted to the Government of New Brunswick. BQ-sized core was recovered and systematically logged during the drilling program. Half core samples were obtained by sawing the core after it had been logged. Each of the holes were sampled, from top to bottom. The half core samples were placed in labelled plastic bags prior to shipment to the laboratory. All samples were sent to the New Brunswick RPC in Fredericton for crushing to -1/8" mesh. A split for pulverization was cut from this material and all samples and splits were returned to MRR.

The trenching program produced chip samples of approximately 8 lb weight (3.6 kg) for routine laboratory analysis, with these corresponding to 20 ft sections of the trenched zone. For each chip sample interval a 150 lb (68 kg) bulk sample was also collected. All samples were submitted to RPC for initial processing and then returned to MMR. Bulk samples were stored for future assessment and the core samples were organized for subsequent analysis.

The prepared core sample analytical splits were sent to X-Ray Assay Laboratories Ltd. (XRAL) in Don Mills, Ontario for pulverization to minus 200 mesh, using an agate mill and subsequent analysis of multiple elements. Inductively coupled plasma-mass spectrometry (ICP-MS) methods were used for cobalt, gallium, molybdenum, indium, caesium, lanthanum, cerium, europium, gadolinium, dysprosium, erbium, lutetium, hafnium, tantalum, and tungsten; direct current plasma methods were used for lead, cadmium, silver, germanium, zinc, copper, nickel, chromium, vanadium, boron, and beryllium; fire assay direct current plasma (FA-DCP) methods were used for gold; atomic absorption methods were used for lithium, arsenic, selenium, and antimony; and, x-ray

28 fluorescence (XRF) methods were used for sulphur, tin and whole rock major oxide analysis. No details of sample digestion, for methods requiring such, were included in program reporting. XRAL was an independent, commercial laboratory at that time, and at present, and is currently a fully accredited and ISO certified company. No comments with respect to security protocols appear in the program report. All results and interpretations of the 1987 program by MRR were subsequently re-published by the NBDNE as Open File Report 90-4. A review of logs and other reporting components has led Mercator to conclude that core logging, core sampling, and project management activities were consistent with industry standards of the day. It is assumed that this level of attention was also extended to project security issues, but this cannot be verified. Review of historic reporting for the 1985 drilling program and 1987 drilling and trenching programs on the Property showed that no formal QA/QC programs were applied by the operators of the field programs. The commercial laboratories that provided analytical services would have, however, implemented routine, industry standard QA/QC protocols that included insertion of certified standards and blank samples, plus analysis of duplicate pulp split samples. In 2011 BMC completed five NQ drill holes and in 2013 BMC-Minco completed an additional 15 NQ holes. All core from both programs was logged and sampled by BMC staff at rented facilities located in Woodstock, New Brunswick. Core sample intervals were marked by the logging geologist and core was then cut by staff technicians to create half core splits. One split was retained in the wooden core box for archival purposes, with a sample tag affixed at each sample interval and the other was placed in a labelled plastic bag along with a corresponding sample number tag and placed in the shipment queue. Quality control samples were inserted at this time and sample batches were then shipped by commercial courier to the Sudbury preparation laboratory operated by ALS Limited (ALS). After preparation in Sudbury, sample pulps were analysed at the ALS laboratory in Vancouver, BC. ALS is an independent, commercial analytical firm with operations throughout the world. ALS is ISO 9001: 2008 and ISO/International Electrotechnical Commission (IEC) 17025:2005 certified. Each sample was crushed to ≥70% at 6 mm size, followed by a 250 g riffle split which was pulverized, such that ≥85% of the material passed through a 75 μm sieve. ALS inserted blanks (one per 20 samples) and certified standards (nominally one per 20 samples) for preparation and assay. In addition, BMC submitted blank samples, (nominally one per 20 samples) and certified reference standards (one per 20 samples) for preparation and assay in keeping with QA/QC protocols. The 2011 samples were analyzed by ALS in Vancouver using its ME-ICP06 analytical package, while sulphur and specific gravity determinations were carried out using the Leco (S-IR08) and pycnometer (OG-GRA08B) methods, respectively. ALS’s ME-ICP06 analytical package employs the use of a lithium metaborate, or tetraborate, fusion followed by acid digestion and ICP-AES analysis. In addition to the ICP analyses, ALS also re-assayed all samples using the XRF (ALS code ME-XRF06) method as a check on the ICP method. The latter dataset reflects slightly higher extraction of both manganese and iron from the sample matrix and was chosen for all future core analysis, as well as incorporation into the current resource estimation described here in. The 2013 samples were logged, sampled, and prepared in the same manner as those in 2011 but the XRF method (ALS code ME-XRF06) was the primary analytical method applied. Additionally, sulphur and specific gravity determinations were carried out using Leco (S-IR08) and pycnometer (OG-GRA08B) methods, respectively. An independent check sample pulp was prepared for every 20th sample and analysed at SGS Canada Inc. (SGS) using XRF methods (SGS XRF-76 code). Security and quality control and assurance programs were integral to both the 2011 and 2013 drilling campaigns. Security Security for core, samples, and related documentation during both field programs was the responsibility of BMC site staff, under overall direction of Paul Moore, P. Geo., Vice-President of Exploration for BMC. BMC staff was responsible for transport of core boxes by pick-up truck from drill sites to BMC’s secure logging facility located in Woodstock, where clean up, tag checking, logging and sampling were carried out. Complete photographic records of core from all drill holes were created prior to logging and half-core sampling, using diamond saws. Sampling was carried out after lithologic, geotechnical and magnetic susceptibility logging procedures were completed.

Mineralized zones encountered in the 2011 and 2013 drilling were additionally assessed, in 2013, through collection of qualitative manganese and iron values at 1.5 to 3.0 m intervals using a hand-held XRF unit (Niton XL3t-950 XRF Analyzer) to establish sampling intervals. In addition to the standard logging procedures described above, BMC staff also quantitatively logged assayed intervals according to their colour with respect to percentage of red coloured mineralization compared to non- red mineralization, as it was deemed to have potential implications to future mineral processing. This was done by measuring the combined core length of preserved red coloured core and dividing by the combined length of total preserved core. This allowed calculation of a percentage of red per each assayed interval. The red percentage measurement was also recorded in the assay database used for resource estimation. All logging data were recorded digitally in the project drill hole database, which was subject to scheduled off-site backup. After insertion of quality control samples in the sample stream, the bagged samples were grouped in batches of six to 10 and placed in a plastic mesh bags for shipment to the ALS preparation laboratory in Sudbury, Ontario. All samples bagged for shipment remained in the locked, logging facility, until shipment by commercial carrier to ALS. Sample shipment forms were used to list all samples in each shipment and laboratory personnel cross- checked samples received against this list and reported any irregularities by fax, or email, to BMC. BMC advised Mercator that it did not encounter any issues with respect to sample processing, delivery or security for the 2011 and 2013 drilling programs. Based on the above, Mercator is of the opinion that sample preparation, security and analytical procedures used by BMC and BMC-Minco in their respective 2011 and 2013 drilling programs are acceptable and consistent with industry standards. Quality Control and Assurance Programs BMC applied an internal QA/QC program in 2011 that consisted of insertion of certified reference materials and blank samples. ALS was the primary laboratory used for the programs. A modified approach was used for the 2013 drilling program, which included addition of a ¼ core field duplicate and duplicate pulp split components, analysis of check samples at an independent, third party laboratory, and modification of some sampling frequencies. SGS provided independent check sample analysis services in 2013. Duplicate splits, blanks, certified reference materials and in-house standard samples were routinely analyzed by both laboratories for their own internal QA/QC purposes. As noted previously, both ALS and SGS are independent, fully accredited, ISO registered firms that provide analytical services domestically and internationally. The 2011 internal QA/QC by BMC for Woodstock drill core samples included the following components: • certified reference materials: 1 in every 20 samples • blanks samples: 1 in every 20 samples. The 2013 internal QA/QC by BMC-Minco for Woodstock drill core samples included the following, nominally applied components: • certified reference materials: 1 in every 20 samples • blanks samples: 1 in every 20 samples • field ¼ core duplicate: 1 in every 20 samples • pulp duplicate: 1 in every 20 samples • check assay pulp: 1 in every 20. Additional details of these QA/QC procedures may be found in Section 11 of the Woodstock Resource Report. Mercator was of the opinion as stated in the Woodstock Resource Report, that sample preparation, analysis and security methodologies employed during the 2011 and 2013 drilling programs by BMC and BMC-Minco, respectively, are consistent with current industry standards and sufficient for this project. Review of QA/QC program results for the 2011 and 2013 programs showed that the NOD-P-1 certified reference material used in 2011 was not well matched to the borate fusion-ICP-ES analytical method originally used and produced results that systematically show low bias. This was in part addressed by BMC having all of the 2011 ICP assayed samples re-analysed by ALS using their XRF method; that being the same method employed for the 2013 analyses. Subsequent use of the SARM-16 certified reference material produced better results, but in part included a slight high bias trend. Notwithstanding these issues, accuracy of the associated

30 datasets is considered to be adequate for the resource estimation purposes. No substantive indications of sample cross-contamination are apparent in the blank sample data sets and good correlation between duplicate pulp split analyses indicates acceptable precision. Sample homogeneity at the ¼ core scale is indicated by results of the field ¼ core duplicate program. Independent laboratory check sample program results show that the XRF analytical methods used by ALS and SGS produce highly comparable results. Based on the above, Mercator considers the 2011 and 2013 drilling dataset to be of acceptable quality for use in resource estimation programs. It is recommended that consideration be given to development of at least three project-specific internal certified reference materials for use in future drilling or sampling programs. These should reflect the low, mid and high levels of the Plymouth deposit’s grade spectrum and be prepared by an accredited independent laboratory or analytical services firm. Additionally, a prepared coarser sized blank material should be developed to better assess potential crushing stage cross contamination effects. Mineral Resource Estimate The mineral resource estimate described in the Woodstock Resource Report is based on validated results of the 2011 and 2013 drilling programs carried out by BMC, and Minco, plus validated results of five drill holes and two trenches completed by MRR in 1987. The Plymouth deposit was modeled as a folded, stratiform manganese-iron deposit occurring within a northeast striking, steeply dipping host sequence of red and grey siliciclastic sedimentary rocks using GEOVIA (formerly Gemcom) Surpac™ (Surpac™) v. 6.4.1 deposit modeling software. Drilling-defined mineralization within the resource estimate block model occurs along a 700 m strike length and reaches a maximum width of approximately 200 m in the central deposit area. Inverse Distance Squared (“ID2”) interpolation methods and 3 m downhole assay composites were used to assign manganese, iron, and specific gravity values within the block model, with block dimensions of 10 m (x) by 10 m (y) by 10 m (z). The predominant manganese compound in the Plymouth deposit is manganese carbonate (MnCO3). Metal grade assignment was peripherally constrained by two separate wireframed solid models based on sectional geological interpretations for the Plymouth deposit and a minimum included grade of 5% manganese over 12 m in the respective downhole direction of each drill hole. The main resource solid defines a folded geometry, with near vertical to steeply dipping eastern and western limbs, and a broad interpreted closure zone. The eastern fold limb is recognizable for only 400 m of block model strike length. The second resource solid was developed along the peripheral limits of the western limb of the main solid to constrain additional stratiform mineralization that shows less continuity and lower average manganese grade than that of the main solid. To assess the distribution of reduced and oxidized host stratigraphy an Inverse Distance Cubed (“ID3”) interpolated model was developed from logged BMC numeric values for a percentage of red rock. Results from 639 separate laboratory determinations of specific gravity were composited at a 3-m downhole support length and were then used to develop the interpolated specific gravity model. The resource estimate and supporting block model were checked by comparison with geological and assay sections, as well as against results of grade interpolation using Ordinary Kriging (“OK”) methods. A very good correlation exists between results of the two interpolation methods and the results of section checking showed good model correlation to drill hole datasets. The Mineral Resource estimate for the Plymouth deposit, contained in the Woodstock Resource Report, reflects a 3.5% manganese cut-off value and has an effective date of July 10, 2014. The 3.5% cut-off, updated from the 5% manganese cut-off used in a previous May 6, 2013 Plymouth deposit resource statement (Cullen 2013), is based on parameters established by the Woodstock PEA and reflects a reasonable expectation of economic viability based on market conditions and open pit mining. Plymouth Manganese‐Iron Deposit Resource Estimate – July 10, 2014 Mn Cut-off Resource Rounded Mn Fe (%) Category Tonnes (%) (%) 3.5 Inferred 44,770,000 9.85 14.15

Notes: Tonnages have been rounded to the nearest 10,000 t. Mineral resources that are not mineral reserves do not have demonstrated economic viability. This estimate of mineral resources may be materially affected by environmental permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues.

Total Contained Manganese at the 3.5% Inferred Resource Statement Cut‐off Value Mn Cut-off Resource Rounded Mn Mn (%) Category Tonnes (%) (Blb) 3.5 Inferred 44,770,000 9.85 9.72

The Plymouth deposit, as currently defined by a 3.5% manganese cut-off value, remains open, both along strike and down dip. Further core drilling to assess deposit extensions along strike and down dip in these areas is warranted. Infill drilling within current resource model limits, at a 50-m intercept spacing, would be necessary to upgrade much of the currently defined Inferred Mineral Resource to the Indicated Mineral Resource category of confidence.

Mineral Processing and Metallurgical Testing

Metallurgical and hydrometallurgical testing was carried out on core samples from the 2011 Woodstock Property drilling program for the Plymouth deposit. From the 2011 drill core samples, a weighted average composite sample of all five drill holes was split and blended to represent the general properties of the Plymouth deposit has been carried out. This sample is referred to as the “bulk” composite sample. Two additional weighted average composite samples were split and blended to generate a brick-red siltstone hosted composite sample, referred to as the “red” sample and a green-grey siltstone hosted composite sample, referred to as the “grey” sample. Along with the bulk composite sample, the red and grey composite samples were tested to assess the variability of certain process parameters with respect to these sections of the Plymouth deposit.

X-ray diffraction (“XRD”) analysis was completed on each of the composite samples to identify major and minor mineral phases present in each of the samples. Rhodochrosite or manganese carbonate was the only manganese mineral detected by the scan in all three samples, indicating that manganese in the Plymouth deposit exists in the reduced manganese (II) carbonate state. Iron was also reported as having a strong presence in all composite samples and was found to be present in both oxide form (hematite, magnetite, ilmenite) and as a carbonate (siderite). Oxide forms of iron minerals were generally dominant in the red composite sample, while the grey composite sample contained a higher proportion of siderite. Gangue minerals generally include quartz, dolomite, hydroxylapatite, and various phyllosilicate type minerals.

The range of manganese and iron head assays compiled throughout various phases of the bench scale test program for the bulk, red, and grey composite samples are considered to be suitably representative of the average life-of-project head grades defined by the mine production schedule for the 3,000 t/d processing scenario as 9.86% manganese and 14.20% iron (average over 40-year project life) and for the 1,500 t/d processing scenario as 10.11% manganese and 14.45% iron (average over 61-year project life). As an alternative to conventional pyro-metallurgical processing methods, which are typically applied to higher- grade (i.e. greater than 40% manganese) oxide-type manganese mineralization, test programs have focused on development of more economic and commercially proven hydrometallurgical processing methods for processing of carbonate-type manganese mineralization for production of EMM. As a result of bench scale test programs completed to date, a block diagram has been developed for processing mineralized material from the Plymouth deposit that includes pre-concentration by magnetic separation, direct leaching of manganese with sulphuric acid, multiple stages of manganese sulphate solution purification, and electrolysis of manganese from the purified solution for product recovery in the form of EMM. Preliminary bench scale testing for pre-concentration of manganese and rejection of acid consuming gangue minerals through a combination of low-gradient magnetic separation (LGMS) and high-gradient magnetic separation (HGMS) techniques was completed on the bulk composite sample and showed that 85.7% recovery of manganese into a concentrate product containing 15.6% manganese was achievable at a grind specification of approximately 80% passing 20 μm. A net rejection of acid consuming gangue minerals such as iron, aluminum, magnesium, and silica was also achieved, with an overall sample mass rejection of 34% being reported across the high-gradient portion of the magnetic separation circuit. Furthermore, the magnetic product from the single pass low-intensity magnetic separation stage (LIMS) assayed 54.6% iron, indicating that there is potential for minor production of a saleable grade iron ore product from the LIMS circuit.

Hydrometallurgical process development test programs completed to date have identified appropriate process conditions and operating parameters for operation of the sulphuric acid leach, primary and secondary iron precipitation stages, tertiary solution purification by sulphide precipitation and carbon adsorption, and electrowinning. Bench scale flowsheet simulation tests have been completed on each of the bulk, red, and grey composite samples for assessment of overall manganese recovery and reagent consumption rates, the key results of which are summarized the following table. Key Results of Leach‐Primary Iron Precipitation Flowsheet Run‐through Tests on Bulk, Red, and Grey Composite Samples

Sulphuric Acid Pulverized Limestone Solid Residue Manganese Sample Consumption Consumption Generation Ratio Recovery Description (g/g Mn Recovered) (g/g Mn Recovered) (g Residue/g Feed) (wt%) Red 4.59 1.64 1.06 86.51 Composite (range of 4.54 to 4.62) (range of 1.60 to 1.73) (range of 1.05 to 1.07) (range of 86.25 to 86.69) Bulk Composite 5.34 2.67 1.20 87.99 (range of 5.27 to 5.39) (range of 2.37 to 3.01) (range of 1.15 to 1.25) (range of 86.94 to 88.84) Grey 6.21 5.59 1.65 89.09 Composite (range of 6.15 to 6.26) (range of 5.40 to 5.84) (range of 1.62 to 1.69) (range of 88.39 to 90.10)

In addition to the bench scale flowsheet tests, a bulk flowsheet run-through on a blend of the red and grey composite samples was completed to generate a sufficient volume of advance electrolyte representative of the process flowsheet for preliminary bench scale testing of the manganese electrowinning unit operation. The bulk flowsheet run through test included leaching, primary and secondary iron precipitation, and tertiary solution purification unit operations and resulted in the production of approximately 25 L of purified advance electrolyte that met the maximum tolerable impurity concentrations defined as target specifications for electrowinning of manganese based on operating data from commercial EMM operations. Bench scale electrowinning tests consistently produced EMM with a metallic manganese content (based on trace metal impurity analysis) of greater than 99.99% (greater than 4N grade) and with a total manganese content (based on trace metal and non-metallic trace element analysis) ranging from 99.70 to 99.76% manganese, which complies with typical end-user EMM product specifications. For the purpose of the PEA, reagent consumptions in the hydrometallurgical circuit for processing of a HGMS concentrate product have been estimated based on the process chemistry (stoichiometry) relative to the rejection of acid consuming gangue as defined by the bench scale HGMS testing completed by Metso Minerals Process Engineering Laboratory (Metso). Leach extraction of manganese for this study is based on preliminary bench scale test program results for leaching of red and grey HGMS concentrate samples, which demonstrated leach extractions of 89.75% and 91.11%, respectively, for manganese. The overall manganese recovery in the hydrometallurgical portion of the process block diagram has therefore been defined as 90% for the PEA, and accounts for internal recycle and recovery of waste streams containing manganese as identified in the block diagrams. Combining the manganese recovery rate of 85.7% defined for pre-concentration by magnetic separation with an estimated recovery of 90.0% in the hydrometallurgical portion of the process, an overall process recovery of manganese of 77.1% has been defined for the PEA. Mining Methods To achieve the best economic result, the Woodstock Report evaluated two mining operation scenarios—1,500 t/d mill throughput and 3,000 t/d mill throughput—based on the same resource model and overall slope angle. The 3,000 t/d scenario was utilized as the base case for this study. The mining operation will use a conventional open pit mining method, off-highway haul trucks, and hydraulic excavator. The waste rock and Mineral Resource will be drilled and blasted using typical grade-control methods and blast hole sampling. The open pit has been designed using a two-stage approach. The first stage identified the optimum pit shell using the Lerchs-Grossman pit optimization algorithm in GEOVIA (formerly Gemcom) Whittle™ v.4.5 software (Whittle™). The second stage involved developing the preliminary ultimate pit design, phase planning, and production schedule; selecting equipment; and estimating the capital and operating costs.

A buffer stockpile strategy has been proposed as an effective solution to improve the economic outcomes for both operational scenarios. A total of eight separate stockpiles are included in the mine plan and consist of four red mineralized stockpiles and four grey mineralized stockpiles, both varying by grade range. In Years 1 to 13 the most economical mineralized material available, either from direct mining activity during mine Phase 1 to 3 or from stockpile depletion, is utilized to supply the mill. In the post-mining years beyond Year 13, only stockpile depletion material is used to supply the mill. The most economical mineralized material is prioritized as defined by the mine schedule. In general, the red mineralized material stockpiles are depleted first until their grade drops to a level which permits the introduction of grey mineralized stockpile material depletion to begin. 3,000 t/d Throughput (Base Case) Feed will be provided to the mill at a rate of 3,000 t/d (1.05 Mt/a). A total of 96.96 Mt of material will be mined at an average strip ratio of 1.34 over a 13-year life-of-mine (LOM). The total material to be moved includes 41.41 Mt of Inferred Mineral Resources with an average manganese grade 9.92%, 51.61 Mt of waste rock, and 3.94 Mt overburden. The following major equipment will be used for the proposed open pit operation: • two, 152 mm diameter down-the-hole (DTH) track drills for Mineral Resource material and waste rock • two, 6.0 m3 (bucket capacity) hydraulic excavators • a fleet of eight, 56 t, off-highway hauls trucks. The total start-up capital is estimated to be $15.4 million (equipment only) and the unit operational cost over the LOM is estimated to be $2.75/t mined. The Project would have a life of up to 40 years in this scenario, and the mill would continue to process mineral resource reclaimed from the stockpiles once the pit is depleted. 1,500 t/d Throughput Feed will be provided to the mill at a rate of 1,500 t/d (0.525 Mt/a). A total of 57.1 Mt of material will be mined at an average strip ratio of 0.78 over a 20-year LOM. The total material to be moved will include 32.01 Mt of Inferred Mineral Resources with an average manganese grade of 10.12%, 22.43 Mt of waste rock, and 2.66 Mt of overburden. The following major equipment will be used for the proposed open pit operation: • one, 152 mm diameter DTH track drill for Mineral Resource material and waste rock • one, 4.6 m3 (bucket capacity) hydraulic excavator • a fleet of six, 38 t, off-highway hauls trucks. The total mining start-up capital is estimated at $ 9.7 million (equipment only) and the unit operational cost over the LOM is estimated at $4.11/t mined. The Project would have a life of up to 61 years in this scenario, and the mill would continue to process mineral resource reclaimed from the stockpiles once the pit is depleted. Recovery Methods The production of highly-purified manganese sulphate solution using hydrometallurgical processing technologies provides alternative production options for the primary production of EMM from the Plymouth deposit, with opportunities for co-production of alternative manganese products such as electrolytic manganese dioxide (“EMD”), chemical manganese dioxide (“CMD”), manganese sulphate and other manganese chemicals. The selection of EMM as the final product from hydrometallurgical processing of the Plymouth deposit for the PEA is based on manganese product market factors; however, it is noted that the hydrometallurgical block diagram developed for recovery of EMM from processing of material from the Plymouth deposit is readily amendable to reconfiguration for production or co-production of alternative manganese products as listed above with limited impact on the overall operating and capital costs for the Project.

The presence of manganese predominately as manganese (II) carbonate in the Plymouth deposit precludes the requirement, as in the case of manganese oxide feedstocks, for a reduction step to convert manganese (IV) to manganese (II) using high-temperature pyrometallurgical systems, which are subject to significant operating costs associated with fuel and environmental controls, or hydrometallurgical methods involving the addition of a reducing agent into the leaching stage, which increases operating costs and generates dithionate ions in the leach solution, requiring advanced treatment methods for effluent disposal. The hydrometallurgical process proposed for the production of EMM from the Plymouth deposit is similar to that used by commercial plants in China for hydrometallurgical processing of manganese carbonate feedstocks; however, the proposed process incorporates improved measures for environmental sustainability and a novel arrangement of unit operations for iron precipitation to accommodate the high iron content of the Plymouth deposit. Pre-concentration of the Plymouth deposit using magnetic separation technology to upgrade the manganese content and selectively reject acid-consuming gangue minerals has been included as an integral part of the preliminary process block diagram. For the base case on average over the life of the project, the manganese content of the mill feed is upgraded from 9.86% to 13.35% at 85.7% recovery while rejecting just over 35% of the overall mass.

An overview of the proposed hydrometallurgical process for production of EMM from the Plymouth deposit is as follows:

• conventional two-stage crushing circuit • conventional two-stage grinding circuit to meet target grind specification for preconcentration of 80% passing 20 μm • dual-stage wet LIMS circuit to remove ferromagnetic iron from the HGMS circuit feed and concentrate it into a saleable iron ore fines product • filtering, drying, and packaging of the iron ore product for shipment to an end user • dual-stage (rougher and cleaner) HGMS circuit for pre-concentration of manganese and rejection of acid-consuming gangue • dewatering of the HGMS concentrate product prior to hydrometallurgical processing • sulphuric acid leaching of the HGMS concentrate product in heated, continuously stirred tank reactors • two-stage leach solution neutralization/iron precipitation unit operations conducted in heated, continuously stirred tank reactors • solid-liquid separation, dewatering, washing and neutralization of the combined leach/primary iron precipitation solid residue prior to disposal within the tailings disposal area • tertiary solution purification by sulphide precipitation followed by adsorption of excess reactive sulphides using activated carbon • recovery of manganese by electrolysis of the purified manganese sulphate solution to produce EMM • washing, drying, and packaging of the EMM product for shipment to an end user • unit operations for recovery of soluble manganese from process effluent streams by precipitation • unit operations for process wastewater treatment and removal and recovery of ammonia from both liquid process effluent and process off-gas streams • fully-integrated limestone calcination and pulverizing facility for on-site production of powdered limestone and quicklime • fully-integrated facility for on-site production of sulphuric acid from elemental sulphur and co- production of low-pressure steam and electricity to offset process heating and power requirements (base case and alternate case “A” only – alternate cases “B” and “C” are based on direct purchase of sulphuric acid) • dust collection systems for crushing, limestone processing, and EMM packaging circuits • reagent make-up, distribution and metering systems • compressed natural gas (CNG) fired boiler for steam production to satisfy process and building heat loads • water treatment systems to satisfy process water, boiler feed water, and cooling water requirements.

Minco initiated an internal screening level study to assess potentially reducing the capital investment required for the project by processing lower tonnages. In addition, possible alternative measures to improve the project at lower processing rates that include are being investigated:

• The use of sulphur dioxide for leaching of the pre-concentrate material as a means of potentially reducing the capital investment associated with installation of a fully-integrated sulphuric acid plant; • Production of EMD as an alternative to EMM as a means of potentially reducing the operating cost and/or improving on the revenue to operating cost ratio at lower processing rates; • Co-production of iron oxide pigment with EMM as a means of increasing the project revenue by recovering a high-value product from the iron associated with the resource, and; • Assessment of process equipment purchase cost saving that could potentially be realized by procuring the majority of the process equipment from Chinese equipment suppliers.

Infrastructure, Permitting and Compliance Activities Project Infrastructure Surface infrastructure and service requirements to support the mining and processing operations were assessed on both the 3,000 t/d and 1,500 t/d production rate scenarios. At the Project site, buildings to support the administrative and operational functions of the Project include the administration building, change facility, truck shop, and warehouse fueling facilities, guardhouse, and an explosives storage area. Approximately 5 km of on-site access and secondary roads as well as 3.5 km of haul roads are included to provide access around the open pit, material stockpiles, overburden stockpile, waste rock stockpile, tailing management facility (“TMF”), and site facilities. Power supply to support the Project’s anticipated production load, for both the 3,000 t/d and 1,500 t/d scenarios, is proposed to be obtained from the New Brunswick Power Transmission Corp. (NB Power) existing transmission system. Under the 1,500 t/day scenario, an interconnection is proposed at the Woodstock Terminal site, which will entail local upgrades at the Woodstock Terminal site and the construction of a new 10 km, 138 kV transmission line to the Project substation. For the 3,000 t/d scenario, the Project will be serviced from the Woodstock Terminal, similar to the description for the 1,500 t/d scenario; however, reinforcement of the 138 kV system from the Keswick Terminal will be required. This is expected to require the construction of a new 50 km, 138 kV transmission line from the Keswick Terminal to the Woodstock Terminal. Site services to support operations include a fresh water supply to be drawn from local groundwater sources. The fresh water drawn from the intake system will be collected in an above-grade storage water tank and distributed for potable water feed, process makeup, firewater, and general use water. Other ancillary site services include treatment of sewage at the plant, on-site communication infrastructure, collection, and treatment of surface water runoff on site, management of domestic waste, as well as a service vehicle fleet for the maintenance of roads and other surface infrastructure components. As part of the PEA, a trade-off evaluation was conducted on material transport alternatives during the post- mining years, when the reclaim of stockpiles will be used exclusively to feed the primary crusher and process mill. The use of overland conveyors was compared against the use of haul trucks, and based on the evaluation, material transport by conveyor was determined to be more cost-efficient than hauling material by truck to the mill. The conveyor system will be implemented in Year 20 for the 1,500 t/d scenario and Year 13 for the 3,000 t/d scenario. Tailings Management Facility The proposed Woodstock Mine will produce approximately 38.5/50.5 Mt of tailings and 22.3/51.6 Mt of waste rock (by dry mass), during the anticipated LOM. Based on two potential processing rates (1,500 t/d and 3,000 t/d) the mining/processing operation may take 61 or 40 years, respectively. It is proposed to utilize most of the excavated waste rock to build a cross-valley type tailings dam—located immediately west of the open pit—and in order to create an on-land TMF. The seismic activity around the mine site is low-to-moderate, representing low earthquake hazard for the design and construction of the dam.

The capacity of the on-land disposal area is approximately 14 Mm3. The remaining approximately 18 Mm3/27 Mm3 of tailings will be deposited into the open pit, once the on-land TMF has been filled and the excavation of the open pit had been completed. The capacity of the open pit will be approximately 19 Mm3/32.4 Mm3 (for 1,500 t/d and 3,000 t/d production rates, respectively). Based on limited space available for tailings disposal, and in order to meet environmental requirements, it is proposed to produce dewatered/thickened tailings at the process plant and convey that material to the TMFs through a pipeline. Based on initial evaluations of the acid generating potential of 2011 drill core samples, the waste rock is considered to have low potential for acid generation; however additional acid-base accounting and metal leaching tests will be required on the waste rock during the next phase of the Project. At present, it is assumed that potential leachates from the tailings material may be anticipated and therefore, the TMFs (on land and open pit) will be lined. At the end of mining operation both facilities will be capped and re-graded, with natural drainage re-established across the site. Environmental

The Project will be subject to both the provincial and federal environmental assessment (“EA”) processes prior to the issuance of any permits necessary to allow the Project to proceed. There is no formal EA cooperation agreement between New Brunswick and Canada, but the EA requirements are often combined for both jurisdictions, which makes it possible to streamline the processes. An environmental impact statement (“EIS”), prepared following further requirements under the Canadian Environmental Assessment Act (CEAA 2012), can be submitted to satisfy both EA processes.

The Project will require Approval to Construct and Approval to Operate certificates from the New Brunswick Department on Environment and Local Governments (“NBDELG”). Other project related approvals may include a Mining Lease, License of Occupation, Crown Land Lease, Harvest Permit, Quarry Permit, Development and Building Permit, Approval and License for Petroleum Storage, Approval to Install an On-site Sewage Disposal System, and a Watercourse and Wetland Alteration Permit. In order to proceed with the EA process, a registration document, similar to an EIS, must be developed and submitted to NBDELG.

Site-specific environmental baseline studies have not yet been initiated for the Project. Adequate, updated environmental baseline information and community engagement will be required for the alternatives assessment during the prefeasibility stage of mine design and for environmental impact assessment (“EIA”) during the development of the registration document and EIS. Formal community engagement programs should be scheduled along with the environmental baseline studies.

Market Studies and Contracts

The primary focus for development of the Plymouth deposit is the production of EMM, which is a commercially important industrial metal commonly used as a steel additive particularly in the production of 200-series stainless steels. Manganese has been defined by the Canadian and US governments as a strategic metal that is essential for national defense, aerospace, technology and energy that is highly susceptible to supply interruptions due to the lack of domestic production. Currently, 100% of the EMM that is consumed in North America and Europe is imported from other countries, most notably from China who controls over 95% of the global supply of EMM, and from South Africa—the only other producer outside of China.

Pre-concentration of the manganese content of the Plymouth deposit using magnetic separation also results in the production of a relatively small tonnage of iron ore, which represents less than 1.5% of the total revenue for the Project and less than 10% of the total contained iron in the feed to the processing plant. To date, process development studies have focused solely on the production of EMM and moving forward opportunity studies are planned to identify processing methods and potential product markets for the balance of the iron within the Plymouth deposit and for production of other manganese chemicals.

Market specification for EMM is relatively standard across the industry and published pricing data for EMM is based on a typical specification for electrolytic flakes containing greater than 99.7% total manganese.

In 2013, Chinese domestic apparent consumption of EMM was reported as 830,000 t and exports of EMM were reported as 210,000 t (SMM 2013). If South Africa’s 30,000 t annual production capacity is assumed to have been sold outside of China, the rest-of the- world (“RoW”) demand for EMM in 2013 is estimated at approximately 240,000 t and the global demand as approximately 1.07 Mt. At the proposed base case annual average EMM production capacity of just over 80,000 t from development of the Plymouth deposit, at a nominal resource processing rate of 3,000 t/d, CMCs production capacity would represent approximately one-third of the RoW demand and approximately 7.5% of the global demand for EMM. Given that production of EMM from the Plymouth deposit represents a relatively high proportion of the RoW and global product demand, capacity considerations should be based on optimizing the economy of scale to minimize operating costs, allowing for production of a competitively priced product. With estimated average life-of-project (40-year) EMM operating costs of US$0.68/lb (CDN$0.75/lb) for the 3,000 t/d base case processing scenario as compared to reported 2013 Chinese operating costs which range from US$0.81/lb (CDN$0.86/lb) to US$0.97/lb (CDN$1.03/lb) estimated operating costs are considered to be extremely competitive and fall at the leading edge of the global EMM industry cost curve. It can also be shown that, at average 2013 Chinese domestic EMM price levels of US$0.96/lb EMM, many producers are only marginally profitable, while approximately 350,000 t/a of EMM production capacity is at or below the break-even point. Major factors affecting the Chinese EMM industry include recent government policy changes aimed at eliminating outdated production capacity, as well as tightening environmental policies, rising electricity and labor costs, and declining mill feed grades, which all continue to put upward pressure on Chinese domestic operating costs, increasing the competitiveness of CMCs product in the global market. As illustrated by the comparison of the Projects EMM production cost breakdown to that of Chinese producers Buchans operating cost advantage is largely derived from low mining costs (US$0.04/lb versus US$0.27/lb for Chinese producers) attributed to the amenability of the near-surface Plymouth deposit to open pit mining methods having low stripping ratios. In years to come, Chinese feedstock costs are expected to continue to rise as operators are forced to employ costly underground mining methods, open pit mining methods with high stripping ratios, or to transport feedstock from more distant sources from the processing plant to process resources of diminishing grade. Buchans mining and feedstock handling costs are expected to remain relatively constant over the life of the project (40 years for the base case), giving Buchans an incremental advantage over Chinese producers as production years advance. Specific costs for electrical power are another area where Buchans has a competitive cost advantage (US$0.17/lb versus US$0.30/lb for Chinese producers) and the cost of electricity in China is expected to continue to rise as availability of supply tightens. EMM historic and current pricing is published by MetalPrices.com and Metal-Pages.com and is based on actual spot contract pricing obtained through independent market intelligence. Pricing is reported as high, low and average on a weekly or monthly basis for three separate markets: • EMM (99.7% manganese minimum) free-on-board (FOB) North American Warehouse (US$/lb) • EMM (99.7% manganese minimum) FOB Rotterdam Warehouse (US$/lb) • EMM (99.7% manganese minimum) FOB China Main Ports (US$/lb). Pricing variations between the three major markets are primarily a function of differences in shipping costs, taxes, and duties between the major supplying countries (i.e. China and South Africa) and the consumer countries (i.e. the US, European Union, and China). Given the estimated volume of the US EMM market at approximately 40,000 t/a, it has been assumed that: • for the 3,000 t/d nominal resource processing rate cases (average life-of-project EMM production rate of 80,104 t/a), 50% of the product would be sold into the US market and 50% would be sold into the Rotterdam market • for the 1,500 t/d nominal resource processing rate cases (average life-of-project EMM production rate of 41,062 t/a), 100% of the product would be sold into the US market.

Therefore, the EMM product pricing basis for the base case has been selected as a 50:50 ratio of the “FOB North American Warehouse” pricing as published by MetalPrices.com and the “FOB Rotterdam Warehouse” pricing as published by Metal-Pages.com. For the lower production rate cases, EMM product pricing is based solely on the “FOB North American Warehouse” pricing as published by MetalPrices.com. The Woodstock Report concluded that the three-year trailing average EMM price to March 31, 2014, is more representative of probable long-term EMM pricing and was selected as the primary basis for economic assessment of EMM production from the Plymouth deposit. EMM pricing for the month of March 2014 has been selected as the basis for economic sensitivity analysis. Capital and Operating Costs

The PEA presented capital cost estimates for the 3,000 t/d base case scenario and for the 1,500 t/d alternate case ‘A’. Both scenarios presented include the sulphuric acid plant processing option.

The total capital cost is organized in accordance with a work breakdown structure (“WBS”) to a Level 1 definition. The WBS is structured to define the capital costs by direct capital costs, indirect capital costs, Owner’s costs, and contingency.

The capital cost estimates are based on budget pricing from suppliers, consultants and contractors.

All cost estimates are near start of 2014 constant Canadian dollars.

Base Case 3,000 t/d Capital Cost Summary:

The initial and sustaining capital for the 3,000 t/d base case by activity is itemized in the following table:

Initial Sustaining Total WBS Level WBS Level 1 Capital Cost Capital Cost Capital Cost No. Description (CDN$) (CDN$) (CDN$) Direct Capital Costs 1 Mining 15,398,600 29,133,660 44,532,260 2 Processing 526,851,097 110,970,881 637,821,978 3 TMF 5,660,000 29,275,000 34,935,000 4 Site Infrastructure 57,894,426 11,545,422 69,439,849 5 Environment 750,000 250,000 1,000,000 Total Direct Capital Costs 606,554,124 181,174,963 787,729,087 6 Indirect Capital Costs 83,793,066 24,101,456 107,894,522 7 Owner’s Costs 5,844,362 53,097,397 58,941,759 8 Contingency 167,400,676 58,605,264 226,005,940 Total Capital Costs 863,592,227 316,979,080 1,180,571,307 Operating Cost

The PEA presented operating cost estimates for the 3,000 t/d base case and for the 1,500 t/d alternate case “A”. Both scenarios presented include a sulphuric acid plant processing option.

The Project LOM operating cost is organized in accordance with an organizational breakdown structure (OBS). Units are expressed in total dollars, dollars per pound EMM produced, and dollars per tonne milled.

Base Case 3,000 t/d: The 3,000 t/d base case average annual operating cost over the 40-year project LOM is estimated at CDN$131.6 million. A summary of the LOM operating cost is shown in the following table.

Base Case 3,000 t/d Project LOM Operating Cost Summary*

Life-of-Project Life-of-Project OBS Units Annual Average Total Mining CDN$/a 6,675,511 267,020,431 CDN$/lb EMM 0.038 n/a CDN$/t milled 6.45 n/a Resource Additional CDN$/a 132,661 5,306,451 CDN$/lb EMM 0.001 n/a CDN$/t milled 0.13 n/a Re-handling CDN$/a 996,636 39,865,434 CDN$/lb EMM 0.006 n/a CDN$/t milled 0.96 n/a Process CDN$/a 120,499,687 4,819,987,488 CDN$/lb EMM 0.682 n/a CDN$/t milled 116.40 n/a TMF CDN$/a 128,920 5,156,800 CDN$/lb EMM 0.001 n/a CDN$/t milled 0.12 n/a General and Administrative CDN$/a 3,096,453 123,858,128 CDN$/lb EMM 0.018 n/a CDN$/t milled 2.99 n/a Environmental Management CDN$/a 125,000 5,000,000 CDN$/lb EMM 0.001 n/a CDN$/t milled 0.12 n/a Total Operating Costs CDN$/a 131,654,868 5,266,194,732 CDN$/lb EMM 0.746 - CDN$/t milled 127.18 - Note: *Excludes royalty payment

Economic Analysis The PEA as contained in the Woodstock Report is preliminary in nature and includes Inferred Mineral Resources that are considered too speculative geologically, on which to apply economic considerations to categorize them as mineral reserves. There is no certainty that this PEA will be realized. The Woodstock Report is effective as of July 10, 2014 and consequently does not reflect subsequent changes in the economic assumptions used under the heading “Market Studies and Contracts” above. The changes include, but are not limited to, changes in currency exchange rates, changes in world spot prices and production of EMM. The summary economic analysis results for the base case and alternate case nominal resource processing rates of 3,000 t/d and 1,500 t/d with an integrated sulphuric acid plant, indicate a pre-tax net present value (8% discount) of approximately $845.8 million and $463.3 million, respectively, ($461.1 million and $242.2 million, respectively, post tax) and a pre-tax internal rate of return of 17.97% and 15.13%, respectively (14.40% and 12.40%, respectively, post tax). The pre-tax payback period for the base case 3,000 t/d processing rate is 5.6 years and 6.6 years for the alternate case 1,500 t/d processing rate (6.9 years and 8.1 years, respectively, post- tax). The summary economic analysis results for the base case and alternate case nominal resource processing rates of 3,000 t/d and 1,500 t/d with direct purchase of sulphuric acid, indicate a pre-tax net present value (8% discount) of approximately $818.1 million and $500.6 million, respectively, ($447.5 million and $269.8 million, respectively, post tax) and a pre-tax internal rate of return of 19.06% and 16.82%, respectively (15.11% and 13.64%, respectively, post tax). The pre-tax payback period for the base case 3,000 t/d processing rate is 5.3 years and 5.9 years for the alternate case 1,500 t/d processing rate (6.6 years and 7.3 years, respectively, post- tax). Details of the basis for economic evaluation of the Project and economic sensitivity analysis and the basis for product market pricing is described in greater detail in the Woodstock Report. The Woodstock Project is expected to have a major positive socio-economic impact on the surrounding communities and on the Province of New Brunswick. The Project is expected to create employment for 223 people during the mining period and 110 people thereafter, for a total project life to 40 years. During the construction phase, levels of employment will be considerably higher. Life-of-project federal taxes are estimated at CDN$594 million in the base case while provincial taxes and royalties are estimated at CDN$932 million in the base case.

Since the date of the Woodstock Report (2014), Buchans has undertaken further evaluation work on the Plymouth property. The results from these programs conducted since the date of the Woodstock Report are not considered material to the previous resource estimate contained in the Woodstock Resource Report.

Given the large capital investment required to build an EMM plant at Woodstock, Buchans has focused its efforts on attracting a development partner from one of the existing EMM producers in China. Despite the benefits highlighted in the PEA for the Woodstock manganese project, the continued problem of excess production capacity within the electrolytic manganese metal (“EMM”) market and the large initial capital commitment required to develop the Woodstock project has hindered Buchans ability to attract potential development partners that have experience in producing and marketing EMM.

The global economic crisis has forced EMM producers, principally in China, to confront a host of difficulties that include a significant decrease in EMM prices, production over-capacity and rising costs of raw materials, electricity and labor. These strained economic conditions have reportedly resulted in the closure of a significant number of Chinese EMM plants.

Despite the closure in a significant number of EMM plants, the industry is still faced with excess production capacity that is anticipated to continue exerting downward pressure on the EMM price until a balance is reached between production capacity and market demand.

Other Exploration and Development Projects

Northern Pennines Project: Buchans, through its wholly owned subsidiary Minco Mining Limited, has entered into various agreements, licences and options with certain owners of mineral rights in the North Pennine Orefield located in the counties of Cumbria, Northumberland and Durham in northern England. Minco’s exploration project in the northern Pennines area, operated through its wholly owned subsidiary Minco Mining Limited, is centered on a 3.5 by 2.5 kilometre area in the vicinity of the village of Nentheads, the most prolific area of past production within the Pennines Orefield which covers a total area of approximately 350 square miles in Cumbria, Northumberland and Durham counties. Between late 2012 until the first quarter of 2015, a total of 7,555 metres in 31 holes were drilled. Twenty-five exploration drill holes were sited to test the Great Limestone and six holes tested the deeper basal succession. Minco’s 2012-2015 drill programme has established a significant stratiform component to the mineralisation within the Great Limestone which had not been previously recognized. Intersections within the Great Limestone has demonstrated the potential for significant stratiform mineralisation adjacent to historic workings. The presence of small “flats” (stratiform stopes) on historic mine plans has proven indicative of laterally extensive stratiform replacement within the Great Limestone, with perhaps eighty percent remaining in place. Fifteen kilometres of these mineralised structures have been outlined by previous mining with flats recorded adjacent to 5.5 kilometres, all of which has potential for stratiform mineralisation.

The intersections of reasonable widths of lead and zinc mineralization at three different levels in two holes drilled on the Whitewood-Barneycraig-Williams fault/vein structure in Northumberland in early 2015, are considered very positive results and indicate the mineral potential of this large Whitewood-Barneycraig- Williams fault/vein structure which was previously demonstrated by historic mining to be mineralized over a strike length of 3.5 kilometres.

The extent of the stratiform mineralisation discovered by Minco in the Great Limestone to date is encouraging. Similar mineralisation within the thicker basal succession would be economically very significant.

A second phase of drilling is planned, subject to conclusion of land access agreements, to further explore the potential within both the Great Limestone and basal succession with the primary target for both being the Barneycraig-Whitewood fault complex.

Minco Mining is negotiating extensions or amendments to certain of the exploration licences and option agreements, and expects to conclude the various Option Agreements in due course.

Moate, County Westmeath, Ireland: In November 2015, Minco Ireland Limited, a wholly owned indirect subsidiary of Buchans, was granted three new Prospecting Licences by the Irish Minister of Communications, Energy and Natural Resources. The new licences, PLs 1228, 1229 and 3981, at Moate in County Westmeath, are centered on a specific geological target identified by Minco, with potential for zinc-lead mineralization of Tynagh Mine type. The Moate licences are located along the northwestern margin of the Irish Midland Orefield on the “Tynagh- Ballinalack Trend”. All but one of the major Irish zinc-lead deposits of the Irish Midland Orefield lie along the margins of the Orefield. The Moate target lies mid-way between the former Tynagh Mine, located 50 kilometres to the southwest, and the similar styled Ballinalack deposit, situated 35 kilometres to the northeast. The Tynagh Mine operated successfully from 1965 to 1981 producing 9,000,000 tonnes of ore, from both open pit and underground, at average grades of approximately 7% lead, 5.5% zinc, 0.5% copper and 2.6 ounces of silver per tonne. Minco’s studies of previous drilling have outlined a geological setting that Minco believes mirrors that at the former Tynagh Mine, where zinc-lead mineralization was hosted by breccias developed at the margin between the reef and off-reef limestone facies. The geology at Moate is also comparable to that at the smaller Ballinalack deposit. The Tynagh Mine and the Ballinalack deposit lie along the major, northeast striking basement trend, the “Tynagh- Ballinalack Trend”, comparable to the Lisheen Trend, which underlies the Lisheen and Galmoy Mines in Tipperary and Kilkenny, and comparable to the Pallas Green Trend which hosts the Pallas Green deposits discovered by Minco in 2007. The Moate area has seen intermittent exploration over the past fifty years following discovery in 1968 of the Moyvoughly deposit (125,000 tonnes averaging 8% zinc plus lead) located immediately to the east of Minco’s new licenses. Exploration at Moate in the past, which includes nine kilometres of diamond drilling, has focused almost exclusively on the potential for Navan-type mineralization within the Moyvoughly Beds, initially at shallow depths in the footwall of the major (300 metre throw) Moyvoughly Fault and later to depths of 600 metres below surface in the hanging wall. The potential for reef hosted zinc-lead mineralization of “Tynagh-type” at Moate has never been explored. Buchans’ 2016-2017 drill programme at Moate consisted of 13 holes completed between September 2016 and January 2017 for a total of 1299m. Drilling was concentrated in two areas centered on the townlands of Knockanea- Fardrum (Pl 1229) and Tully (Pl 1228). 942m were drilled on Pl 1229 and 357m on Pl 1228. Buchans’ drilling programme initially focused within PL 1229 on the southwestern three kilometers of the target area, adjacent the ENE striking Moyvoughly Fault where five holes (1229-35 to 1229-39) were drilled for a total of 700 metres. Reef- derived breccias comparable to those at Tynagh were intersected confirming the geological model, and in Holes 1229-38, 39 and 40 the breccias contain widespread trace amounts of disseminated sphalerite. Drilling in the Tully area has defined a major west northwest striking cross fault off-setting the Moyvoughly Fault and the proposed Tynagh-Ballinalack basement structure. There is evidence that the cross fault is also a regional structure, localised by basement structure. The strike of the cross fault swings from west northwest to east-west over a strike length of 1.5 kilometres where it offsets the Tynagh-Ballinalck trend. The structural pattern is comparable to the setting of Silvermines where the zinc-lead-barite deposits are localised north of an east-west striking flexure of a regional east northeast fault. Hole 17-1228-45 sited north of the cross fault intersected reef derived breccias comparable to those in Holes 16-1229-38, 16-1229-39 and 16 1229-40 in the Knockanea area. The 2016-2017 drill programme at Moate has confirmed the geological model and enhanced exploration potential. The geological structure has proven more complicated than expected as the Moyvoughly Fault was not intersected in the drilling programme. The Fault is believed to have been straddled by the drilling and to have a reversed throw of approximately 150m. To the NE, on PL 1228, previous drilling indicates the Fault is present with a down-throw of approximately 180m to the north, while on PL 3581, further north, the fault was intersected by previous drilling with a throw of 300m. The primary target horizon remains reef derived breccia systems developed along the reef margin. Although not demonstrated by current drilling, there remains potential in the target area for the development of Ballinalack-type reef knolls associated with the reef margin, possibly associated with the cross fault.

Zinc Exploration – Navan, County Meath, Ireland – Joint Venture with Tara Boliden Buchans, through its wholly owned subsidiary Westland Exploration Ltd, holds a 20% interest in Prospecting Licence 1440R (Tatestown), which is being explored under a Joint Venture agreement with Boliden Tara Mines Limited (80%), and which hosts part of the Tatestown–Scallanstown zinc lead mineral deposit.

The Tatestown–Scallanstown deposit, with a resource of 2.4 million tonnes averaging 7.31% zinc plus lead, is located 1.5 kilometres to the northwest of Boliden’s large Tara zinc lead mine at Navan and straddles the Blackwater River, which forms the licence boundary between prospecting Licences 1440R and PL 1496 (100% Tara).

During 2016, Tara Boliden, Operator of the JV, completed an infill drilling programme of four drill holes between and peripheral to existing resource blocks on Pl 1440R. Potentially economic grades and widths were intersected in all four of these holes. During the first quarter of 2017, a further four holes were completed, with all four holes intersecting economic grade mineralisation over widths between two and nine metres. The drilling confirms the continuity of the deposit and the very widespread nature of mineralisation in this area.

The Tatestown-Scallanstown deposit is centered on the east-west Tatestown Fault and lies within a well-defined, two-kilometre wide, north-south trending, zone of mineralisation, which is a peripheral extension of the large Navan mineralised system. Traced by drilling, this extends north-south for four kilometres, terminated to the south by the Randalstown Fault, which separates it from the main body of the Navan mineralisation, and to the north by the Boolies Fault, a major reverse fault with a throw of around 400m identified by recent seismic surveying.

On PL 1440R, the northern two kilometres of the north-south trending zone remains essentially unexplored, with just four, widely spaced intercepts comparable to those peripheral to the known deposit. A second east- west fault, parallel to the Tatestown Fault, is indicated by drilling cutting this area suggesting potential for higher grades and widths similar to those adjacent to the Tatestown Fault.

At the adjacent Tara Mine, which is one of the larger zinc mines in the world, successful exploration by Boliden has recently identified new mineralisation, Tara Deep, and Boliden has decided to launch a programme to extend the life-of-mine. Boliden reported in February 2017 that the new Tara Deep deposit has inferred mineral resources totalling 10 million tonnes with a zinc grade of 8.5% and a lead grade of 1.8%. The mineralisation at this location resembles Tara’s main ore body, but has a more complicated structure and is at a greater depth of between 1,200 and 1,900 metres.

Xtierra Inc.

Buchans holds, indirectly, approximately 30 million shares in Xtierra Inc. (“Xtierra”), a company listed on the TSX Venture Exchange under the symbol “XAG”, representing an approximate 26% interest. Xtierra holds mineral properties located in the State of Zacatecas in the Central Mineral Belt of Mexico. The Central Mexican Mineral Belt is a prolific mineralized belt that has historically generated the bulk of Mexico’s silver production from the early colonial period to the present day and hosts many world class precious and base metal deposits.

The Bilbao Project is a polymetallic sulphide and oxide replacement silver-lead-zinc-copper deposit located approximately 500km northwest of Mexico City in the southeastern part of the State of Zacatecas. Xtierra also holds an extraction licence for the silver-rich La Laguna Pedernalillo (“Laguna”) tailings deposit located near the city of Zacatecas in Mexico.

In April 2014 Runge Pincock Minarco delivered an independent Technical Report in accordance with National Instrument 43-101 containing an updated resource estimate and PEA on the Bilbao Project. Economic results of the pre-tax cash flow model indicate an Internal Rate of Return (IRR) of 13.2% and a Net Present Value (NPV) of US$11.0 million using a 10% discount rate and a NPV of US$18.7 million using an 8% discount rate, using metal prices of Zinc $0.92/lb, Lead $1.00/lb and Silver $30.38/oz.

In late 2014, Xtierra conducted a desktop analysis of an alternative development scenario of extracting only the high grade portion of the Bilbao resources and milling of the ore mined from Bilbao at an existing mill within a reasonable trucking distance. By focusing only on the higher grade portion of the resource, this alternative development scenario would reduce the projected mining and processing rate and concentrate and metal production but maintain an eight year mine life. This scenario would reduce the projected capital costs by reducing the amount of mine development required and eliminating the proposed mill at Bilbao.

Also in 2014, Xtierra initiated a strategic review to consider alternatives for the development of the Bilbao project, including the sale of all or a portion of the Company’s interest in the Bilbao Project or a corporate transaction, and retained Jennings Capital Inc. (now Mackie Research) to assist in the strategic review process. The strategic review did not identify any acceptable development or financing proposals.

In 2016, Xtierra carried out a limited field exploration program aimed at the identification of additional resource potential at ten favorable target sites on the property and also carried out ground magnetometer and associated topographic surveys aimed at further identification of potential drill targets outside the immediate limits of the existing Bilbao deposit. In addition, petrographic, structural, lithological, and lithogeochemical studies were carried out on both sulphide, and oxide zone mineralization to further enhance certain information presented in the 2014 PEA.

Buchans together with several Pacific Road Resources funds (“PRRF”) holds an aggregate of US$1,121,924.96 principal amount of 5%, secured notes (the “Notes”) of Xtierra which matured and became payable on April 30, 2016 – US$461,826.72 principal amount of Notes are held by Buchans and US$660,098.24 principal amount of Notes are held by PRRF. The Notes are secured by a pledge of all the shares of Xtierra’s wholly owned subsidiary, Orca Minerals Limited, which holds all of Xtierra’s property interests in Mexico through several wholly owned subsidiaries. PRRF also holds approximately 47.3 million shares of Xtierra or approximately 41%.

The continuing operations of Xtierra in the short term are dependent upon continued support from its major shareholders and its ability to raise adequate working capital to continue as a going concern. Additional funding will be required for optimisation and feasibility studies, further exploration and for financing in the longer term to develop the Bilbao project.

AVAILABLE FUNDS

At May 31, 2017, Buchans has approximately $2,625,144 available to it and had estimated consolidated working capital of $2,413,000 as at March 31, 2017, which funds will be used for advancing Buchans projects, payment of transaction costs and general corporate purposes.

Buchans has agreed to pay and discharge all of Minco’s costs, advisers fees and expenses (including professional fees and overlay) in connection with the Scheme and the Demerger, which are estimated at a total of approximately $800,000.

Upon implementation of the Scheme Buchans will receive 3,872,666 common shares of Dalradian having a value for the purposes of the Scheme of approximately $5.0 million ($4.2 million net of transaction expenses).

DIVIDEND RECORD AND POLICY

Buchans has not, since the date of its incorporation, declared or paid any dividends on its common shares (“Common Shares”) and does not currently have a policy with respect to the payment of dividends. The payment of dividends will depend on the earnings, if any, and Buchans financial condition and other factors as the directors of Buchans consider appropriate.

MANAGEMENT’S DISCUSSION AND ANALYSIS

The following management discussion and analysis provides information that Management believes is relevant to an assessment and understanding of the consolidated results of operations and the financial condition of Buchans and its subsidiaries.

This discussion should be read in conjunction with the audited carve-out financial statements of Buchans for the financial years ended December 31, 2016 and 2015 and the unaudited carve-out financial statements for the three months ended March 31, 2017 that are included in this document. The financial information contained in the discussion of results and operations was prepared in accordance with Canadian generally accepted accounting principles for publicly reporting enterprises. All amounts in this discussion are expressed in Canadian dollars, unless identified otherwise.

The discussion contains forward-looking statements that involve numerous risks and uncertainties, including those risks set forth herein under the heading “RISK FACTORS” elsewhere in this document. Actual results of Buchans could differ materially from those discussed in such forward-looking statements as a result of these risks and uncertainties.

Overview

Buchans was incorporated under the Business Corporations Act (Ontario) on May 8, 2015 for the purpose of holding the properties of and to carry on the mineral exploration business of Minco. Accordingly, any details contained herein relating to the financial history prior to Buchans incorporation relate to the historical information of Minco.

Details of the exploration activities and results of Buchans are set out herein under the sections The Business of the Company – and the headings Buchans Base Metal Project – “Recent Exploration” and “2016 Testwork and Metallurgical Studies.”

On June 1, 2017 Minco announced, under Rule 2.5 of the Irish Takeover Panel Act, Takeover Rules 2013, that Dalradian and Minco had reached agreement on the terms of the acquisition of Minco’s 2% net smelter return royalty on the Curraghinalt gold deposit by Dalradian (the “Royalty Disposal”) in return for the issue of a total of 15,490,666 new Dalradian Shares valued at C$20,000,000, in total, based on the volume weighted average price of Dalradian shares on the Toronto Stock Exchange for the five trading day period ending on the day prior to March 21, 2017, being the date Minco announced that it was in discussions with Dalradian regarding the possible disposal of the Royalty.

As part of the Scheme, it is proposed that Minco will undertake a demerger of its wholly owned subsidiary Buchans, by way of a transfer in specie of the shares of Buchans to Minco Shareholders (the “Demerger”), on the basis of one (1) share of Buchans for every 10 existing Minco ordinary shares in issue at the Voting Record Time (as defined in the Scheme Document).

Upon the Demerger becoming effective, Minco shareholders will be issued 11,618,000 new Dalradian Shares which will represent 75% of the total shares to be issued by Dalradian in connection with the Royalty Disposal. The balance of 3,872,666 new Dalradian Shares, being 25% of the total, will be issued directly to Buchans, which will then be wholly owned by Minco Shareholders.

Results of Operations

Buchans recorded no revenue in the years ended December 31, 2016 or December 31, 2015 or the three month period ended March 31, 2017.

For the year ended December 31, 2016, Buchans recorded a loss of ($1,050,744) compared to income of $279,111 for the period ended December 31, 2015. The loss in 2016 included a foreign exchange loss of ($213,081) compared to a foreign exchange gain of $932,850 for 2015.

For the three month period ended March 31, 2017, Buchans recorded a loss of ($217,214) compared to a loss of ($434,899) for the same period ended March 31, 2016. The loss for the three month period ended March 31, 2017 included a foreign exchange loss of ($34,841) compared to a foreign exchange loss of ($241,530) for the same period ended March 31, 2016.

Administrative expenses, excluding foreign exchange, for the year ended December 31, 2016 amounted to $813,223 (2015- $699,523) and for the three month period ended March 31, 2017, $198,725 (2016- $195,654).

During the year ended December 31, 2016, Buchans invested $1,042,927 (2015- $1,349,804) on exploration of its mineral properties and for the quarter ended March 31, 2017, Buchans invested $159,309 (2016- $180,612) on exploration of its mineral properties, of which the largest amounts were expended on the Buchans zinc lead project in central Newfoundland.

SELECTED ANNUAL INFORMATION

The following selected annual information has been derived from the annual consolidated financial statements of the Company, which have been prepared in accordance with International Financial Reporting Standards.

Expressed in $000's, Year ended Year ended Except for per share amounts Dec. 31, 2016 Dec. 31, 2015 $ $

Loss before taxation and other items (937) 297 Net loss for the period (1,051) 279 Net loss per common share (0.02) 0.01 Total assets 20,697 21,931 Cash and cash equivalents 3,003 5,356 Owner's equity 20,342 21,602 SUMMARY OF QUARTERLY RESULTS

Expressed in $000's, March 31 Dec. 31 Sept. 30 June 30 March 31 Except for per share 2017 2016 2016 2016 2016 amounts $ $ $ $ $

Net (loss) gain (217) (352) (280) 41 (435) Net (loss) gain per share - basic and diluted (0.005) (0.007) (0.006) 0.000 (0.089) Total assets 20,507 20,697 21,337 21,473 21,733 Working capital 2,413 2,796 3,277 4,036 4,422

• The loss for the quarter ended March 31, 2016 included a foreign exchange loss of $241,530. • The income for the quarter ended June 30, 2016 included a foreign exchange gain of $60,000. • The loss for the quarter ended September 30, 2016 included a prior year income tax adjustment of $95,000 and a foreign exchange loss of $35,000. • The loss for the quarter ended December 31, 2016 included a foreign exchange gain of $144,000

LIQUIDITY AND CAPITAL RESOURCES At March 31, 2017, Buchans held $2,625,144 (December 31, 2016- $3,002,645) in cash and cash equivalents and had a working capital surplus of $2,413,000, compared to a working capital surplus of $2,796,000 at December 31, 2016. At March 31, 2017, Buchans held mineral properties with a book value of $16,941,476. The balance sheet values for these assets may not represent that which could be obtained if the assets were to be offered for sale. Buchans has agreed to pay and discharge all of Minco’s costs, advisors fees and expenses (including professional fees and outlay) in connection with the Scheme and the Demerger which are estimated at a total of approximately $800,000. Upon implementation of the Scheme Buchans will receive 3,872,666 common shares of Dalradian having a value for the purposes of the Scheme of approximately $5.0 million ($4.2 million net of transaction expenses). Xtierra Inc. Buchans holds approximately 30 million shares in Xtierra, a company listed on the TSX Venture Exchange under the symbol “XAG”, representing an approximate 26% interest. In December 2013, Minco agreed to provide working capital financing to Xtierra, and agreed to purchase US$250,000 principal amount of 5% working capital notes due September 30, 2014. In April 2014, Minco agreed to provide a further working capital advance to Xtierra of US$125,000 which together with the US$254,000 working capital Notes, including US$4,000 interest, were rolled into new non-convertible 5% secured notes (total US$379,000) due April 30, 2015, secured, pari-passu with Pacific Road Group of Funds (“Pacific Road”), (another significant shareholder of Xtierra), by a pledge by Xtierra of its shares of Orca Minerals Limited. On April 29, 2015, Pacific Road and Buchans Resources Limited, both agreed to extend the due dates of the non-convertible 5% secured notes in the amount of US$965,000 from April 30, 2015 to August 31, 2015, and to provide further advances up to US$15,000 each. During 2015 Minco assigned the Notes to Buchans. On August 24, 2015, Pacific Road and Buchans both agreed to further extend the due dates of the Notes from August 31, 2015 to January 31, 2016 and to provide further advances of up to US$17,500 each to fund Xtierra’s property maintenance costs and working capital. Xtierra agreed to a fee of US$29,000 to obtain the extension, which amount was added to the principal amount of the Notes. On January 31, 2016, Pacific Road and Buchans both agreed to an extension of the maturity dates of the secured notes to April 30, 2016. The purpose of the various extensions of the maturity dates of the secured notes was to provide Xtierra additional time to assess its strategic alternatives. The Notes matured and became due and payable on April 30, 2016. Pacific Road and Buchans have not made demands for payment and are discussing possible solutions with Xtierra on a without prejudice basis. Xtierra has made certain settlement or restructuring proposals to each of Pacific Road and Buchans. During 2016, Minco made further advances in the amount of US$75,000 in secured Notes to fund Xtierra’s working capital and maintain its mineral properties. During the first quarter of 2017, Buchans advanced a further US$23,000 and subsequent to March 31, 2017, Buchans advanced further advances of US$70,000 in secured Notes. The Notes are secured, pari-passu with Pacific Road, by the pledge by Xtierra of the shares of its wholly owned subsidiary Orca Minerals Limited, which indirectly holds Xtierra’s Mexican assets. The security includes various standard provisions, including the right of the lenders to enforce their security in an event of default, including default in payment on the notes when due, which enforcement remedies include foreclosure against the pledged shares of Orca Minerals Limited. Pacific Road has advised Xtierra that Pacific Road desires to see this process come to a conclusion in the near term and, in the absence of an acceptable outcome, Pacific Road reserves all its rights to demand repayment of the Notes and if necessary to initiate foreclosure actions.

RELATED PARTY TRANSACTIONS In May 2015, pursuant to three asset purchase agreements, Buchans acquired from Minco all the shares and intercompany advances as at May 1, 2015 of Minco`s three subsidiaries, Norsub Limited, Buchans Minerals Corporation and Centrerock Mining Limited in consideration for $20,049,126 which was satisfied by the issue of a total of 47,814,208 Common Shares to Minco. The acquisition cost of these assets was equal to Minco’s book value of the assets acquired.

No fees were paid by the Company to directors for their services as directors of Buchans in the periods ended March 31, 2017, December 31, 2016 or December 31, 2015. Amounts paid and accrued for services other than as directors of Buchans, include the following expenditures which were incurred with directors and/or officers of Buchans, corporations with directors and/or officers in common with Buchans, and corporations controlled by directors and/or officers of Buchans. During the year ended December 31, 2016, Warren MacLeod, President of Buchans Minerals Corp. was paid an amount of $210,000. During the three month period ended March 31,2017, Warren MacLeod was paid an amount of $52,500. Included in accounts payable and accrued liabilities at March 31, 2017 is $160,000 due to related parties, including $125,000 due to Terence N. McKillen, Director, and $35,000 due to Juno, a company controlled by Danesh K. Varma, Director. Such amounts are due on demand, unsecured and non-interest bearing. COMMITMENTS Buchans wholly-owned Canadian subsidiary Buchans Minerals Corporation has entered into a lease for its office premises, which expires on January 31, 2019. The yearly rental payments amount to approximately $160,000, approximately half of which Buchans expects to recover from other corporations with some common directors and officers that share part of the office premises. Buchans has agreed to pay and discharge all of Minco’s costs, advisers’ fees and expenses (including professional fees and outlay) in connection with the Scheme and the Demerger which are estimated at a total of approximately $800,000. In the agreement for the implementation of the Scheme, (the “Implementation Agreement”), Minco and Buchans have provided warranties to Dalradian that at the effective date of the Scheme, Minco will not have, any liabilities, including without limitation, in relation to any environmental law or taxation. Buchans has entered into deeds of indemnity in favour of Minco and Dalradian pursuant to which Buchans has, respectively, agreed to indemnify Minco and Dalradian against any cost or loss incurred by Minco or Dalradian, following the implementation of the Scheme in relation to (a) any liabilities of Minco arising under environmental law, and (b) any liabilities of Minco for taxation arising prior to or in connection with the implementation of the Scheme. CRITICAL ACCOUNTING ESTIMATES Buchans financial statements are prepared in accordance with IFRS and require management to make estimates and assumptions about future events that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions affect the carrying value of assets, impact decisions as to when exploration and development costs should be capitalized or expensed, and affect estimates for asset retirement obligations and reclamation costs. Other significant estimates made by Buchans include factors affecting valuation of tax accounts. Buchans regularly reviews its estimates and assumptions, however, actual results could differ from these estimates and these differences could be material. Adoption of New Accounting Standards The standards and interpretations within IFRS are subject to change. For further details, please refer to Note 3 of the December 31, 2016 audited consolidated financial statements.

Principal Risks and Uncertainties The realization of mineral exploration assets is dependent on the development of economic ore reserves and is subject to a number of significant potential risks which are detailed under the heading “RISK FACTORS” elsewhere in this document: Financial Risk Management Interest rate risk Buchans finances its operations through the issue of equity shares, and has no fixed interest rate agreements. Buchans had $2,625,144 in cash and cash equivalents at March 31, 2017. A one percent change in interest rates will result in a corresponding change in interest income of approximately $26,251 based on cash equivalent balances existing at March 31, 2017. Liquidity risk Buchans’ liquidity exposure is confined to meeting obligations under short term trade creditor agreements. This exposure is financed from a combination of cash, additional issues of ordinary equity shares and other financing arrangements. Credit risk With respect to credit risk arising from financial assets of Buchans, which comprise of cash and cash equivalents, cash deposits give risk to credit risks on the amounts due from counter-parties. The Company controls and monitors the distribution of this exposure by ensuring that all financial instruments are held with reputable and financially secure institutions and that exposure to credit risk is distributed across a number of institutions. At March 31, 2017 all cash, short term deposits had a maturity date of 30 days or less. Credit risk is actively managed across the portfolio of institutions by ensuring that material surplus funds are placed with counter-parties that have a credit rating of at least BBB-. Foreign currency risk Buchans has exposure to currency exchange fluctuations and restrictions as the Company’s currencies are spread over US Dollars (US$), Sterling Pounds (£), Canadian Dollars (Cdn$) and Euros (€). Buchans seeks to minimize its exposure to currency risk by closely monitoring exchange rates. Buchans does not presently utilize swaps or forward contracts to manage its currency exposures, although such facilities may be used where appropriate in the future. Further details of Buchans’ financial risk management policies are set out in Note 15 of the December 31, 2016 audited financial statements. Off-Balance Sheet Arrangements There are no off-balance sheet arrangements. Financial Instruments Buchans has cash balances and no interest-bearing debt. Buchans current policy is to invest excess cash in investment-grade short-term deposit certificates issued by major banks. Buchans periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. In the year ended December 31, 2016, Buchans earned US$68,000 in interest income. In the three month period ended March 31, 2017, Buchans earned $16,352 in interest income. Buchans has designated its cash and cash equivalents as held-for-trading, which are measured at fair value. Fair value estimates of financial assets and liabilities are made at the balance sheet date, based on relevant market information and information about the financial instrument. These estimates involve uncertainties and are subjective in nature. Other financial instruments included in current assets are classified as loans and receivables, which are measured at amortized costs. Accounts payable and accrued liabilities are classified as other financial liabilities, which are measured at amortized cost. As at March 31, 2017, the carrying and fair value amounts of Buchans financial instruments were the same.

Forward-Looking Statements

This management’s discussion and analysis contains certain forward-looking statements relating to, but not limited to, Buchans expectations, intentions, plans and beliefs. Forward-looking information can often be identified by forward-looking words such as “anticipate”, “believe”, “expect”, “goal”, “plan”, “intend”, “estimate”, “may” and “will” or similar words suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information may include reserve and resource estimates, estimates of future production, unit costs, costs of capital projects and timing of commencement of operations, and is based on current expectations that involve a number of business risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to, failure to establish estimated resources and reserves the grade and recovery of ore which is mined varying from estimates, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, delays in the development of projects changes in exchange rates, fluctuations in commodity prices, inflation and other factors. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from expected results. Shareholders and prospective investors should be aware that these statements are subject to known and unknown risks uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. Shareholders are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and various future events will not occur. Buchans undertakes no obligation to update publicly or otherwise revise any forward-looking information whether as a result of new information, future events or other such factors which affect this information, except as required by law.

DESCRIPTION OF SECURITIES Common Shares Buchans is authorized to issue an unlimited number of Common Shares without par value, of which 47,814,218 Common Shares are issued and outstanding as at the date hereof. All of such shares are currently held by Minco. Holders of Common Shares are entitled to dividends if, as and when declared by the directors, to one vote per Common Share at meetings of shareholders and to receive the remaining property of Buchans upon the liquidation, dissolution or winding-up of Buchans, whether voluntary or involuntary. Upon implementation of the Scheme, all of the issued shares of Buchans will be transferred to the shareholders of Minco as a return of capital on the basis of one (1) share of Buchans for every 10 existing Minco ordinary shares in issue at the Voting Record Time (as defined in the Scheme Document). As at the date hereof, Buchans does not have any of its securities listed or quoted, has not applied to list or quote any of its securities and does not intend to apply at this time to list or quote any of its securities, on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S. marketplace, or a marketplace outside of Canada and the United States of America. Following the Scheme becoming effective, and subject to obtaining any necessary approvals, Buchans has agreed to use its reasonable commercial efforts to either (i) make an application to list the Buchans Shares on a Canadian stock exchange, or (ii) complete another transaction whereby Buchans will acquire or be acquired by a third party which third party shall itself be listed on a Canadian stock exchange, as soon as reasonably practicable, subject to market and trading conditions, provided however that Buchans does not guarantee that such a listing or acquisition will be obtained or completed. CONSOLIDATED CAPITALIZATION The following table sets forth the consolidated capitalization of Buchans as at the dates indicated before and after giving effect to the Scheme. This table should be read in conjunction with the consolidated financial statements of Buchans included in this circular. Outstanding as at the date Outstanding as of the date Designation of Outstanding as at December hereof hereof after giving effect to Security 31, 2016 (audited) (unaudited) the Scheme (unaudited) Long-term Debt $Nil $Nil $Nil Shareholders’ Equity $20,342,040 $20,152,884 $20,152,884 Owners Net Investment Common Shares $20,342,040 $20, 152,884 $20,049,136 (Authorized – unlimited) 47,814,218 Common Shares 47,814,218 Common Shares 47,814,218 Common Shares Retained Earnings $(771,633) $(988,847) $(988,847) (Deficit)

OPTIONS TO PURCHASE SECURITIES Incentive Stock Option Plan Buchans does not currently have a stock option plan.

Outstanding Options As at the date hereof, no options to purchase securities of Buchans have been issued or are outstanding.

PRIOR SALES On May 8, 2015, ten (10) Common Shares were issued to Minco as incorporator’s shares for a total consideration of $10.00. Pursuant to three asset purchase agreements made in May 2015, Buchans acquired from Minco all the shares and intercompany advances, as at May 1, 2015, of Minco’s three subsidiaries, Norsub Limited, BMC and Centrerock Mining Limited in consideration for $20,049,126 which was satisfied by the issue of a total of 47,814,208 Common Shares to Minco. The acquisition cost of these assets was equal to Minco’s book value of the assets acquired. ESCROWED SECURITIES As at the date hereof, there are no securities of Buchans held in escrow or that are subject to a contractual restriction on transfer. PRINCIPAL HOLDERS OF COMMON SHARES As at the date hereof, to the knowledge of the directors and officers of Buchans, no person beneficially owns, directly or indirectly, or exercises control or direction over, Common Shares carrying more than 10% of the voting rights attaching to all outstanding Common Shares, except as follows: Number and Number and Percentage of Percentage of Common Shares Common Shares Designation of Type of owned before the owned after giving Name Class Ownership Scheme effect to the Scheme Minco plc Common Shares Direct 47,814,218 Nil 100% 0%

DIRECTORS AND OFFICERS The directors and executive officers of Buchans are the same individuals as the current directors and executive officers of Minco. The following table sets out, for each of Buchans directors and executive officers, the individual’s name, municipality of residence, positions with Buchans, principal occupation, and, if a director, the month and year in which such individual became a director. Directors hold office for a term of one (1) year until the next annual meeting of shareholders of Buchans or until their successors are duly elected or appointed.

Shares held Directly or Indirectly or over which control or direction is exercised

Pre- Post Name and Scheme Scheme Municipality of Offices with Principal Director/Officer Residence Buchans Occupation Since John F. Kearney(1) Chairman, Mining Executive May 8, 2015 Nil 763,636 Ontario, Canada Chief Executive Chairman and CEO Officer and of Labrador Iron Director Mines Holdings Limited and Canadian Zinc Corp. Patrick D. Downey(1) Director Chartered June 16, 2017 Nil 186,500(2) Ontario, Canada Accountant Warren G. MacLeod Director and Mining Executive June 16, 2017 Nil Nil Nova Scotia, Canada President of BMC Terence McKillen Director Professional June 16, 2017 Nil 746,384(3) Ontario, Canada Geologist (Retired) Peter McParland Director Business Executive June 16, 2017 Nil 473,000(4) Ireland Michael Power(1) Director Professional June 16, 2017 Nil Nil Ontario, Canada Engineer Danesh Varma Director, Chief Chartered June 16, 2017 Nil 2,380,632(5) Kingston Financial Accountant United Kingdom Officer Neil J. F. Steenberg Secretary Lawyer May 8, 2015 Nil Nil Ontario, Canada

Notes (1) Member of the Audit Committee. (2) Holds 186,500 through Laird Island Holdings Inc. (3) Holds 269,500 through McKillen Tyler & Associates (4) Holds 173,000 through Pershing Securities International Ltd. (5) Holds 2,054,545 through Juno Limited and 26,087 through Raven Nominees As of the date hereof, the directors and executive officers of Buchans as a group do not beneficially own, directly or indirectly, any Common Shares. Following completion of the Scheme, directors and executive officers of Buchans as a group will beneficially own, directly or indirectly, 4,550,152 Common Shares representing approximately 9.5% of the issued and outstanding Common Shares. The following relates to the directors and officers of Buchans. Except as noted below, each of Buchans directors and executive officers has been engaged for more than five years in his or her present principal occupation.

John F. Kearney – Mr. Kearney, Chairman of Buchans, is a mining executive with 44 years of experience in the mining industry. He is currently a director or senior officer of numerous mineral ventures including, Minco Plc., Labrador Iron Mines Holdings Limited, Anglesey Mining Plc, and Canadian Zinc Corporation and is also Chairman of Xtierra. He currently serves as a director of the Mining Association of Canada. He holds degrees in law and economics from the University College Dublin and a Masters in Business Administration from Trinity College Dublin. He is a member of the Law Society of Ireland.

Patrick D. Downey – Mr. Downey is a Canadian chartered accountant and an Institute of Corporate Directors Certified Director with over 35 years of experience in the mining industry. He has been a director, CEO and CFO of Toronto Stock Exchange and New York Stock Exchange listed companies, including Northgate Minerals Corp., The companies he has been associated with have been involved in numerous mining operations primarily involving gold and copper mines in Australia, Canada, Chile, Mexico and the USA. Mr. Downey is Chairman of the Audit Committee of Minco and Buchans.

Warren MacLeod – Mr. Warren MacLeod was appointed as President and a Director of Buchans Minerals Corporation, which holds Buchans Newfoundland base metals and New Brunswick manganese projects, following Minco’s acquisition of BMC in July 2013. Warren MacLeod was President and Chief Executive Officer of Buchans Minerals Corporation and its predecessor companies from November 2006 until August 2008, and again from April 30, 2010. He holds a BA in Geography from York University and has been actively involved in the mining industry since 1989. He was employed by Caledonia Mining Company and one of its predecessor companies from 1989 to 1997.

Terence N. McKillen – Mr. McKillen is a retired professional geologist with 47 years of experience in the mining industry. He was Chief Executive of Minco from 2007 until April 2013. He holds degrees in geology from the University of Dublin (Trinity College) and the University of Leicester. He is a lifetime honorary member of the Association of Professional Geoscientist of Ontario. Mr. McKillen is a director of Xtierra Inc. and Conquest Resources Limited. He has extensive experience in exploration and development projects in Ireland, Europe, Africa, Southeast Asia, as well as North, Central and South America.

Peter McParland – Mr. McParland is Managing Director of Quarry and Mining Equipment (QME), a leader in supplying remanufactured LHD scooptrams and drilling equipment and mining contracting services to the mining industry worldwide, based in Navan, Co. Meath, Ireland.

Michael Power – Mr. Power is a director of Greencastle Resources Ltd., Moydow Resources Limited, Conroy Gold and Natural Resources Plc, Great Lakes Nickel Limited and Minerex Drilling Contractors Limited. He is a Professional Engineer registered in Ontario and is also a Chartered Financial Analyst with 50 years of experience in the mining industry in Canada and worldwide. Based in Toronto, Mr. Power was formerly Vice- President and Secretary of Moydow Mines International Inc., Vice-President of Corporate Development at Hemlo Gold Mines Ltd. and previously Noranda Mines. Mr. Power is a member of the Audit Committee.

Danesh Varma – Mr. Varma, Chief Financial Officer. He is a chartered accountant with over 31 years of experience in the mining finance industry, having been a director of American Resource Company, Northgate Exploration Ltd. and Westfield Minerals Ltd. Mr. Varma holds directorships with Labrador Iron Mines Holdings Limited, Brookfield Infrastructure Partners L.P. and Anglesey Mining Plc.

Neil J. F. Steenberg – Mr. Steenberg, is a lawyer with more than 40 years’ experience in securities and mineral exploration law. He is a director and Secretary of Xtierra Inc. and Conquest Resources Limited and Secretary of Labrador Iron Mines Holdings Limited.

Penalties or Sanctions

No director, officer, promoter or other member of Management has, during the ten years prior to the date hereof, been subject to any penalties or sanctions imposed by a court or securities regulatory authority relating to trading in securities, promotion, formation or management of a publicly traded company, or involving fraud or theft.

Corporate Cease Trade Orders or Bankruptcies

No director, officer, promoter or other member of Management is, or within the ten years prior to the date hereof has been, a director, officer, promoter or other member of management of any other issuer that, while that person was acting in the capacity of a director, officer, promoter or other member of management of that issuer, was the subject of a cease trade order or similar order or an order that denied the issuer access to any statutory exemptions for a period of more than thirty consecutive days or was declared bankrupt or made a voluntary assignment in bankruptcy, made a proposal under any legislation relating to bankruptcy or insolvency or has been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets except as follows:

a. Danesh Varma was President and Managing Director of American Resource Company Limited in respect of which a cease trade order was issued in June 2004, for failure to file its financial statements. The cease trade order was revoked on June 18, 2008. Mr. Varma resigned as a director of American Resource Company Limited in September 2007.

b. John F. Kearney, Danesh Varma and Neil J. F. Steenberg are directors and/or officers of Labrador Iron Mines Holdings Limited which on April 2, 2015, instituted proceedings in the Ontario Superior Court of Justice for a financial restructuring by means of a plan of compromise or arrangement under the Companies’ Creditors Arrangement Act which plan was approved by creditors on December 6, 2016 and sanctioned by the Court on December 14, 2016.

c. Michael Power was a Director of San Gold Corporation which on December 22, 2014, filed a Notice of Intention to Make a Proposal under the Bankruptcy and Insolvency Act (Canada). On December 23, 2014, trading of the common shares and subordinated unsecured convertible debentures was suspended by the Investment Industry Regulatory Organization of Canada and the Toronto Stock Exchange. On March 5, 2015, San Gold Corporation obtained Court approval to conduct a Sale and Investor Process (SIPA). Mr. Power resigned as a director of San Gold Corporation on June 22, 2015.

Personal Bankruptcies

No director, officer, promoter or other member of management of Buchans is, or within the ten years prior to the date hereof has been bankrupt or 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 its assets.

Conflicts of Interest

The transactions in which directors, senior officers, promoters or principal holders of Buchans securities have had an interest in are described under the headings “Interest of Management and Others in Material Transactions”, “Options to Purchase Securities” and “Executive Compensation”. Other than as described under these headings, there are no material transactions with or involving the directors, senior officers, promoters or principal holders of securities of Buchans that have occurred since incorporation. Some of the directors and officers of Buchans are engaged and will continue to be engaged in the search for additional business opportunities on behalf of other corporations, and situations may arise where these directors and officers will be in direct competition with Buchans. Certain of Buchans directors and officers also serve as directors and/or officers of companies which may enter into contracts with Buchans in the future. In the event that this occurs, a conflict of interest will exist. Directors in a conflict of interest position are required to disclose such conflicts to Buchans.

The directors of Buchans are required by law to act honestly and in good faith with a view to the best interests of Buchans and to disclose any interests that they may have in any material contract or material transaction. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict is required to disclose his interest and abstain from voting on such matter.

The directors and officers of Buchans are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosures by directors of conflicts of interest in respect of Buchans and are required to comply with such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors or officers.

EXECUTIVE COMPENSATION

Named Executive Officers

During the year ended December 31, 2016, Buchans had three Named Executive Officers (“NEOs”) as defined under applicable Canadian securities regulations; namely, John F. Kearney; Chief Executive Officer, Warren MacLeod, President and Danesh Varma, Chief Financial Officer.

Compensation Discussion and Analysis

Given the stage of development and scale of its operations, Buchans has not paid any salary to its Chief Executive Officer in his capacity as an executive officer during the last financial year.

Certain officers or directors may from time to time be compensated for professional or consulting services provided to Buchans in accordance with industry rates based upon invoices submitted periodically.

Summary of Compensation

Except as noted below, the NEOs have received no compensation from Buchans during its fiscal period from incorporation until December 31, 2015 and for the financial year ended December 31, 2016. Buchans does not plan to provide regular compensation to its executive officers during the next 12 months, however, it is anticipated that certain of its officers will be engaged from time to time to provide services as consultants to Buchans and they will be compensated at standard industry rates on the basis of the actual time spent and the nature of the services provided.

Summary Executive Compensation Table

The following table sets forth information regarding compensation paid to the NEOs for the period ended December 31, 2015 and the financial year ended December 31, 2016.

Non-equity incentive plan compensation ($) Name and Principal Share- Option- Annual Long- Position based based incentive term Pension All other Total Year Salary awards awards plans plans value compensation Compensation ($) ($) ($) ($) ($) ($) John F. Kearney 2016 Nil Nil Nil Nil Nil Nil Nil Nil Chief Executive 2015 Nil Nil Nil Nil Nil Nil Nil Nil Warren MacLeod 2016 210,000 Nil Nil Nil Nil Nil Nil 210,000 President 2015 210,000 Nil Nil Nil Nil Nil Nil 210,000

Danesh Varma 2016 48,000 Nil Nil Nil Nil Nil Nil 48,000 Chief Financial 2015 58,000 Nil Nil Nil Nil Nil Nil 58,000 Officer

Long-Term Incentive Plans, Options and SARs – Awards and exercises in most recently completed Fiscal Year

During the most recently completed financial year, there were no incentive stock options and SARs (stock appreciation rights) granted to or exercised by the Named Executive Officers.

Buchans has no long term incentive plans in place and, therefore, there were no awards made under any long- term incentive plan to the Named Executive Officers during Buchans most recently completed fiscal year. A “Long-Term Incentive Plan” is a plan under which awards are made based on performance over a period longer than one fiscal year, other than a plan for options, SARs (stock appreciation rights) or restricted share compensation. Buchans does not have a pension plan.

No bonuses were paid to the Named Executive Officers during the financial year ended December 31, 2016. Buchans does not have a formal annual incentive bonus plan in place. Any award of a bonus to executive officers would be entirely at the discretion of the Board.

Defined Benefit or Actuarial Plan

Buchans does not have a defined benefit or actuarial or pension plan.

Compensation Governance

Buchans does not have a Compensation Committee. Compensation matters are reviewed by the full Board of Directors. An interested board member is required to abstain from voting on matters concerning his own compensation. Currently, the directors of Buchans do not receive fees in their capacities as directors, as described under “Directors Compensation”. See “Directors Compensation”.

The Board relies on the general knowledge and experience of its members, and recommendations from the Chief Executive Officer, in reviewing appropriate levels of compensation for Named Executive Officers and the implementation of, or amendment to, any other aspects of compensation that the Board may review from time to time. The Board have relevant general, but not direct, experience in executive compensation and compensation policies and practices in the mineral resources business gained through current and prior experience in business and in the minerals industry. Buchans has not had any contractual arrangement with any compensation consultant at any time during 2016.

The Board as a whole is responsible for considering the risks associated with Buchans compensation policies and practices and has not identified any specific risks associated with Buchans compensation policies and practices that are reasonably likely to have a material adverse effect.

Because of the current scale and scope of Buchans operations, and the limited number of senior management and employees, and the oversight by the Board of all significant activities, including risk management, the Board does not believe that Buchans compensation policies and practices would encourage any executive officer to take inappropriate or excessive risk.

Buchans NEOs or Directors are not prohibited from purchasing financial instruments, including, prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by the Named Executive or Director.

Termination and Change of Control Benefits

There are no compensatory plans or arrangements with respect to the NEOs, which result or will result from the resignation, retirement or any other termination of employment of a Named Executive’s employment with Buchans or any subsidiary or from a change of control of Buchans or a subsidiary or a change in the Named Executive’s responsibilities following a change in control other than Warren MacLeod.

Except as otherwise disclosed herein, Buchans has no compensatory plan or arrangement in respect of compensation received, or that may be received, by a NEO in Buchans most recently completed or current financial year to compensate such NEO in the event of the termination of employment (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of Buchans or a change in responsibilities of the NEO following a change in control.

BMC, a wholly-owned subsidiary of Buchans entered into an Employment Agreement dated effective January 31, 2014 with Mr. Warren MacLeod for his continuing services as an officer of BMC for an open-ended term at an annual salary of CDN$210,000. Certain provisions in the MacLeod Agreement deal with events around termination of employment or resignation following a change of control of BMC. A change of control is deemed to have occurred when there is a direct or indirect acquisition by a person or group of persons acting jointly or in concert of voting shares of BMC that when taken together with any voting shares owned directly or indirectly by such person, or group of persons at the time of the acquisition, constitutes greater than 50% of the outstanding voting shares of the Corporation, or when all or substantially all the assets of BMC are sold or transferred to an arm’s length third party in circumstances involving a joint venture or other arrangement where the sale or transfer is effected in order to exploit the assets for the benefit of BMC (a "Change of Control"). In the event of a Change of Control and subsequent termination by BMC of Mr. MacLeod’s employment without cause, or if at any time after ninety days and within one hundred and eighty days of the date on which there is a Change of Control Mr. MacLeod resigns his employment, he is entitled to be paid a lump sum severance payment equal to two times his then current salary (currently $210,000) and continuation of his insurance benefits for a period of six months.

COMPENSATION OF DIRECTORS

Directors do not currently receive any compensation as such for their services. Directors are reimbursed for travel expenses incurred in connection with attendance at meetings of the Board or any committee thereof. Buchans has not granted any incentive stock options to any director.

INDEBTEDNESS OF OFFICERS AND DIRECTORS

None of the Directors, officers, or associates of such persons have been indebted to Buchans or any of its subsidiaries at any time since incorporation of Buchans. No such person has 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 Buchans or any of its subsidiaries in respect of the purchase of securities or otherwise.

AUDIT COMMITTEE

The Audit Committee assists the board of directors in fulfilling its responsibilities for oversight of financial and accounting matters. The committee recommends the auditors to be nominated and reviews the compensation of the auditors. The committee is directly responsible for overseeing the work of the auditors, must pre-approve non-audit services, be satisfied that adequate procedures are in place for the review of Buchans public disclosure of financial information extracted or derived from Buchans financial statements and must establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters. The current members of the Audit Committee are Messrs. Downey, Power and Kearney, each of whom are financially literate and a majority of whom are independent in accordance with Multinational Instrument 52-110 – Audit Committees.

Audit and all Other Fees

Buchans did not pay the auditors, UHY McGovern Hurley LLP any amounts during the period ended December 31, 2015 or 2016 as the audit of Buchans was completed as part of the audit of Minco.

CORPORATE GOVERNANCE

The Directors of Buchans are committed to maintaining high standards of corporate governance and to managing Buchans in an honest and ethical manner. The Board believes that its corporate governance policies and procedures are appropriate in light of the size, nature and stage of development of Buchans. The Board is accountable to shareholders for good corporate governance and has adopted the following procedures in this regard.

Board of Directors

The Board currently comprises seven members, four of whom the Board has determined are "independent" within the meaning of Canadian National Instrument 58-101, Disclosure of Corporate Governance Practices (the "NI 58-101").

A Director who has no direct or indirect material relationship with Buchans is independent within the meaning of NI 58-101. A "material relationship" is defined as a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Chairman of the Board, John F. Kearney, is not considered independent in that he is also Chief Executive Officer of Buchans. Danesh Varma, Chief Financial Officer; and Warren MacLeod, President of Buchans subsidiary BMC, are also considered non-independent directors.

Messrs. Downey, McKillen, McParland, and Power are considered independent Directors since they are all independent of management and free from any material relationship with Buchans. The basis for this determination is that none of the independent Directors has been employed by Buchans, received direct remuneration from Buchans or had any material contracts with or material interests in Buchans which could interfere with their ability to act with a view to the best interests of Buchans.

Directorships

The following Directors of Buchans are at present directors of reporting issuers (or equivalent):

Buchans Director Name of Reporting Issuer

John Kearney(1) Avnel Gold Mining Limited (TSX:AVK) Anglesey Mining Plc (LSE:AYM) Canadian Zinc Corporation (TSX:CZN) Conquest Resources Limited (TSXV:CQR) Labrador Iron Mines Holdings Limited Minco Plc. (AIM:MIO) Xtierra Inc. (TSXV:XAG)

Patrick Downey Alamos Gold Inc. (TSX:AGI; NYSE:AGI) Minco Plc. (AIM:MIO)

Terence McKillen Conquest Resources Limited (TSXV:CQR) Minco Plc. (AIM :MIO) Xtierra Inc. (TSXV:XAG)

Michael Power Conroy Gold and Natural Resources Plc (AIM:CGNR) Greencastle Resources Ltd. (TSXV:VGN) Minco Plc. (AIM:MIO)

Danesh Varma (1) Anglesey Mining Plc (LSE:AYM) Brookfield Infrastructure Partners L.P. (TSX:BIP; NYSE:BIP) Connemara Plc (AIM:CON) Labrador Iron Mines Holdings Limited Minco Plc (AIM:MIO) Xtierra Inc. (TSXV:XAG)

(1) John F. Kearney and Danesh Varma are directors of a group of associated public companies, which have some overlapping or common management and which share office space or other facilities with the Company. In a general sense, these companies operate as a ‘group’ of which John Kearney may be described as “group” Chairman. Neither John Kearney nor Danesh Varma believe that their participation in this group of associated companies impedes his ability to meet his commitments to Buchans. John Kearney is also an independent director of Avnel Gold Mining Limited.

Orientation and Continuing Education

The Board recognizes the importance of continuing education to ensure that members of the Board maintain the skill and knowledge for them to meet their obligation as directors. Buchans currently has no formal orientation and education program for Board members. Information (such as recent reports, technical reports and various other operating, property and budget reports) is provided to Board members to ensure that Directors are familiarized with Buchans business and the procedures of the Board. In addition, directors are encouraged to visit Buchans properties at least once per year. Buchans also encourages continuing education of its Directors by distributing information on industry and regulatory matters and by facilitating attendance at industry conferences, seminars or courses.

Ethical Business Conduct

In addition, as some of the Directors of Buchans also serve as Directors and officers of other companies engaged in similar business activities, the Directors must comply with the conflict of interest provisions under the Business Corporation Act (Ontario), as well as the relevant securities regulatory instruments, in order to ensure that Directors exercise independent judgment in considering transactions and agreements in respect of which a Director or officer has a material interest. Any interested Director is required to declare the nature and extent of his or her interest and is not entitled to vote at meetings of Directors where such a conflict arises.

The Board believes that the fiduciary duties placed on individual directors by Buchans governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the Director has an interest have been sufficient to ensure that the Board operates in the best interests of Buchans.

Nomination of Directors

The Board does not have a separate nominating committee. The Board performs the functions of a nominating committee with responsibility for the appointment and assessment of Directors. In view of the current size of Buchans and the current scale of its operations, the composition of the current Board and the service of the current members of the Board, a separate nominating committee has not as yet been considered necessary by Buchans.

While there are no specific criteria for Board membership, Buchans attempts to attract and maintain Directors with business experience and a particular knowledge of mineral exploration, project development and mining or other areas such as finance which would assist Buchans. As such, nominations to the Board have been the result of recruitment efforts by Buchans and discussions among the Directors prior to the consideration by the Board as a whole.

Compensation

Given the current stage of development of Buchans, the Directors of Buchans do not currently receive fees in their capacities as Directors.

Other Board Committees

The Board has not established any committees, other than the Audit Committee.

Assessments

Given the size of Buchans and the current stage of development and scale of its operations, the Board believes that its structure and composition is appropriate and that the Board is functioning effectively at the current time. The Board will assess the contributions and effectiveness of the Board as a whole, and each individual Director, in order to determine whether each is functioning effectively.

RISK FACTORS

Buchans at Exploration Stage Only- Limited Operating History Buchans has no history of earnings. Buchan’s properties are in the exploration stage and there are no known commercial quantities of mineral reserves on the properties. There can be no assurance that Buchans will place its resource properties into production or generate revenue, operate profitably or provide a return on investment in the future. Additional Financing Buchans does not currently have sufficient financial resources necessary to undertake all of its currently planned activities. There can be no assurance that Buchans will be successful in obtaining any required funding necessary to conduct exploration on Buchans’ exploration properties or to develop mineral resources on such properties, if commercially mineable quantities of such resources are located thereon. Failure to obtain additional financing on a timely basis could cause Buchans to forfeit its interest in such properties. If additional financing is raised through the issuance of equity or convertible debt securities of Buchans, the interests of shareholders in the net assets of Buchans may be diluted. Absence of Public Trading Market The Buchans Shares will not be listed or quoted on any stock exchange in the short term, nor will there be any trading facility for the Buchans Shares on completion of the Demerger. There is no certainty that such a listing or admission will be obtained. There can be no assurance that an active market for Buchans Shares will develop or be sustained after the Effective Date. If an active public market for Buchans Shares does not develop, the liquidity of an investor’s investment may be limited. In the absence of an active and liquid trading market, holders of Buchans Shares may have difficulty selling their shares in Buchans. Since the Buchans Shares have not been traded on a market or stock exchange their value is and may remain uncertain. There can be no assurance that Buchans Shares can be sold in the future at the same price as that at which they have been valued for the purposes of the Demerger. As the Buchans Shares will not be subject to any market or exchange rules pending the future listing of Buchans on a stock exchange, holders of Buchans Shares will not be afforded the same level of protections and disclosures of material information, or the publication of financial information and compliance with certain corporate governance standards that they currently benefit from as shareholders of Minco, a company whose shares are admitted to trading on AIM. If the Buchans Shares are, at some time in the future, listed on a stock exchange, it should be noted that securities of exploration 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 relative attractiveness of particular industries. Buchans’ share price is also likely to be significantly affected by short-term changes in metal prices or in Buchans’ financial condition or results of operations as reflected in quarterly earnings reports. Other factors unrelated to Buchans’ performance that may have an effect on the price of the Buchans Shares include the following: • the extent of analytical coverage available to investors concerning Buchans’ business may be limited if investment banks with research capabilities do not follow its securities; • the limited trading volume and general market interest in Buchans’ securities may affect an investor’s ability to trade the Buchans Shares; • the relatively small size of the publicly held shares will limit the ability of some institutions to invest in Buchans’ securities; and • a substantial decline in Buchans’ share price that persists for a significant period of time could cause its securities to be delisted from any stock exchange upon which they are listed, further reducing market liquidity. As a result of any of these factors, the market price of Buchans Shares at any given point in time may not accurately reflect Buchans’ long-term value.

Title Risks Although Buchans has exercised the usual due diligence with respect to determining title to and interests in its properties, there is no guarantee that such title to or interests in the properties will not be challenged or impugned and title insurance is generally not available. Buchan’s mineral property interests may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by, among other things, undetected defects. Surveys have not been carried out on any of Buchans’ properties in accordance with local laws; therefore, their existence and area could be in doubt. Until competing interests in the mineral lands have been determined, Buchans can give no assurance as to the validity of title of Buchans to those lands or the size of such mineral lands. Exploration, Development and Operating Risk Resource exploration and development is a speculative business, characterised by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by Buchans may be affected by numerous factors that are beyond the control of Buchans and that cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting minerals and environmental protection, the combination of which factors may result in Buchans not receiving an adequate return of investment capital. All of the claims to which Buchans has a right to acquire an interest are in the exploration stage only and are without a known body of commercial ore. Development of the subject mineral properties would follow only if favourable exploration results are obtained and a positive feasibility study is completed. The business of exploration for minerals and mining involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. There is no assurance that Buchans’ mineral exploration and development activities will result in any discoveries of commercial bodies of ore. The long- term profitability of Buchans’ operations will in part be directly related to the costs and success of its exploration and development programs, which may be affected by a number of factors. Substantial expenditures are required to establish reserves through drilling and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. No Assurance of Production Mineral exploration is highly speculative in nature, involves many risks, and frequently does not lead to the discovery of commercial reserves of minerals. While the rewards can be substantial if commercial reserves of minerals are found, there can be no assurance that Buchans’ past or future exploration efforts will be successful, that any production therefrom will be obtained or continued, or that any such production which is attempted will be profitable. Factors Beyond Buchans Control The exploration and development of mineral properties and the marketability of any minerals contained in such properties will be affected by numerous factors beyond the control of Buchans. These factors include government regulation, high levels of volatility in market prices, availability of markets, availability of adequate transportation infrastructure and related facilities and the imposition of new or amendments to existing taxes and royalties. The effect of these factors cannot be accurately predicted. Insurance and Uninsured Risks Buchans’ 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 Buchans’ properties or the properties of others, delays in development or mining, monetary losses and possible legal liability. Although Buchans will purchase insurance to protect against certain risks in such amounts as it considers reasonable, such insurance may not cover all the potential risks associated with a mining company’s operations. Buchans 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 Buchans or to other companies in the mining industry on acceptable terms. Buchans might also become subject to liability for pollution or other hazards which may not be insured against or which Buchans may elect not to insure against because of premium costs or other reasons. Losses from these events may cause Buchans to incur significant costs that could have a material adverse effect upon its financial performance and results of operations. Environmental Risks and Hazards Buchans operations may be subject to environmental regulations in the various jurisdictions in which it operates. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner that means standards are stricter, and enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations. Buchans intends to comply fully with all applicable environmental regulations. Government Regulation and Permitting The current or future operations of Buchans, including development activities and commencement of production on its properties, require permits from various federal, provincial or territorial and local 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, water use, environmental protection, land claims of local people, mine safety and other matters. Such operations and exploration activities are also subject to substantial regulation under applicable laws by governmental agencies that will require Buchans to obtain permits, licences and approvals from various governmental agencies. There can be no assurance, however, that all permits, licences and approvals that Buchans may require for its operations and exploration activities will be obtainable on reasonable terms or on a timely basis or that such laws and regulations will not have an adverse effect on any mining project which Buchans might undertake. 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 may be required to compensate those suffering loss or damage by reason of mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on Buchans 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.

Lags Buchans is unable to predict the amount of time which may elapse between the date when any new mineral reserve may be discovered, the date upon which such discovery may be deemed to be economic pursuant to a feasibility study and the date when production will commence from any such discovery. 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. There can be no assurance that Buchans will be successful in obtaining access to such infrastructure on economically feasible terms or at all. Failure to obtain access to such infrastructure could render Buchans’ properties unviable. Unusual or infrequent weather phenomena, terrorism, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect Buchans’ operations, financial condition and results of operations. Competition The mining industry is intensely competitive in all its phases, and Buchans competes with other 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 facilities than Buchans. Competition could adversely affect Buchans’ ability to acquire suitable properties or prospects in the future. Consequently, Buchans’ revenue, operations and financial condition could be materially adversely affected. Executives and Conflicts of Interest Buchans is dependent on certain key executives and the loss of these executives may adversely affect our business and results of operations. Due to the relatively small size of the Company, the loss of these persons or Buchans inability to attract and retain additional highly skilled or experienced employees may adversely affect its business and future operations. Certain of the directors and officers of the Company also serve as directors and/or officers of, or have significant shareholdings in, 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. In addition, some of the directors and officers are engaged and will continue to be engaged in the search for additional business opportunities on behalf of other corporations, and situations may arise where these directors and officers will be in direct competition with Buchans. Conflicts, if any, will be dealt with in accordance with the relevant provisions of applicable corporate and securities laws. Any decision made by any of such directors and officers involving Buchans will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of Buchans 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 Business Corporations Act (Ontario) and other applicable laws. To the extent that such other companies may participate in ventures in which Buchans may participate, the directors of Buchans may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict will abstain from voting for the approval of such participation or such terms. From time to time several companies may collectively participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, permitting involvement in a greater number of programs and reducing financial exposure in respect of any one program. It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment. Under the laws of the Province of Ontario, Canada, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company. In determining whether or not Buchans will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

Limited Experience with Development-Stage Mining Operations Buchans has limited experience in placing resource properties into production, and its ability to do so will be dependent upon using the services of appropriately experienced personnel or entering into agreements with other major resource companies that can provide such expertise. There can be no assurance that Buchans will have available to it the necessary expertise when and if Buchans places its resource properties into production in the future. Ability to Attract and Retain Qualified Personnel Recruiting and retaining qualified personnel is critical to Buchans’ success. The number of persons skilled in the acquisition, exploration and development of mining properties is limited and competition for such persons is intense. As Buchans’ business activity grows, additional key financial, administrative and mining personnel as well as additional operations staff will be required. Although Buchans believes it will be successful in attracting, training and retaining qualified personnel, there can be no assurance of such success. If Buchans is not successful in attracting, training and retaining qualified personnel, the efficiency of operations could be affected. Fluctuating Mineral Prices Factors beyond the control of Buchans may affect the marketability of metals discovered, if any. Metal prices are subject to significant fluctuation and are affected by a number of factors which are beyond the control of Buchans. The principal factors include: diminished demand which may arise if current rates of economic growth in India and China are not sustained; war, or international trade embargoes; increases in supply resulting from the alleviation of professional and skilled labour shortages experienced by the world’s largest base metal producers; and, increases in supply resulting from the discovery and the development of new sources of base metals. The effect of these factors on Buchans’ operations cannot be predicted. Foreign Currency Exchange Exchange rate fluctuations may affect the costs that Buchans incurs in its operations. Buchans’ financing and operating activities have been denominated in Canadian dollars, British pounds and Euros, while prices for base metals are generally quoted in U.S. dollars. The appreciation of the U.S. dollar against these currencies, if it occurs, may have a significant impact on Buchans’ financial position and results of operations in the future. Dividends Buchans has not paid any dividends on its Common Shares since incorporation. Buchans has a limited operating history and there can be no assurance of its ability to operate its projects profitably. Payment of any future dividends will be at the discretion of Buchans’ board of directors after taking into account many factors, including Buchans’ operating results, financial condition and current and anticipated cash needs. PROMOTER

Minco, having taken the initiative in founding and organizing Buchans and in the acquisition of its Properties, is considered a promoter of Buchans within the meaning of applicable securities laws. Minco currently owns all of the issued shares of Buchans. Upon completion of the Scheme, Minco will hold no shares of Buchans.

LEGAL PROCEEDINGS

Management is not aware of any material legal proceedings, actual, contemplated or threatened to which Buchans or any of its subsidiaries is a party or to which any of their properties or assets are subject.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

No director, executive officer or principal shareholder of Buchans, and no associate or affiliate of the foregoing, has had a material interest, direct or indirect, in any transaction that has materially affected or will materially affect Buchans except all of the directors of Buchans are currently directors of Minco. It is anticipated that they will cease to be directors of Minco following implementation of the Scheme.

EXPERTS

Information of a scientific or technical nature regarding Buchans properties included in this Circular are based upon the technical reports referred to under the heading “Business of the Company” above. The authors of these technical reports are “Qualified Persons” as such term is defined in NI 43-101. Each of the authors of these technical reports is independent of Buchans within the meaning of NI 43-101 and do not have any interest in any of Buchans properties and do not own any securities of Buchans.

Benjamin Batson, P. Geo., Buchans non-independent Qualified Person does not have any interest in any of Buchans properties and does not own any securities of Buchans.

AUDITORS, TRANSFER AGENT AND REGISTRAR

Auditors

Buchans auditors are UHY McGovern, Hurley, LLP, located at 251 Consumers Road, Suite 800, North York, Ontario M2J 4R3.

Transfer Agent and Registrar

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc., located at 510 Burrard Street, 3rd Floor, Vancouver, British Columbia, Canada V6C 3B9.

MATERIAL CONTRACTS

Except for contracts made in the ordinary course of business, the following are the only material contracts entered into by Buchans since its incorporation:

1. Asset Purchase Agreement between Minco and Buchans dated as of May 1, 2015 relating to the acquisition of Buchans interest in BMC; 2. Asset Purchase Agreement between Minco and Buchans dated as of May 1, 2015 relating to the acquisition of Buchans interest in Centrerock Mining Limited; 3. Asset Purchase Agreement between Minco and Buchans dated as of May 1, 2015 relating to the acquisition of Buchans interest in Norsub Limited; and 4. Collaboration Agreement between BMC and Canadian Zinc Corporation dated 30th June 2015 referred to under the heading `Business of the Company – Buchans Base Metal Project`. 5. Implementation Agreement dated June 1, 2017 among Dalradian, Minco and Buchans relating to implementation of the Scheme and described in the Scheme Document. 6. Deed of Indemnity (Taxation) dated June 1, 2017 among Dalradian, Minco and Buchans relating to the Scheme as described in the Scheme Document. 7. Deed of Indemnity (Miscellaneous) dated June 1, 2017 among Dalradian, Minco and Buchans relating to the Scheme as described in the Scheme Document. Copies of the above material contracts may be inspected prior to Effective Date and for a period of 30 days thereafter during normal business hours at Buchans head office at Suite 1805, 55 University Avenue, Toronto, Ontario, Canada, M5J 2H7 or at Minco’s registered office at 17 Pembroke Street Upper, Dublin 2, Ireland.

FINANCIAL STATEMENTS

BUCHANS RESOURCES LIMITED

CARVE-OUT FINANCIAL STATEMENTS

DECEMBER 31, 2016 AND DECEMBER 31, 2015

INDEX PAGE

Independent Auditor’s Report 71

Carve-out Statements of Financial Position 72

Carve-out Statements of Operations and Comprehensive Loss 73

Carve-out Statements of Changes in Equity 74

Carve-out Statements of Cash Flows 75

Notes to the Carve-Out Financial Statements 76-89

INDEPENDENT AUDITOR’S REPORT

To the Directors of Minco plc We have audited the accompanying carve-out financial statements of Buchans Resources Limited, which comprise the carve-out statements of financial position as at December 31, 2016 and 2015, and the carve-out statements of operations and comprehensive loss, carve-out statements of changes in equity and carve-out statements of cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Carve-out Financial Statements Management is responsible for the preparation and fair presentation of these carve-out financial statements in accordance with International Financial Reporting Standards and for such internal control as management determines is necessary to enable the preparation of carve-out financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these carve-out financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assur ance about whether the carve-out financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the carve- out financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the carve-out financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the en tity's preparation and fair presentation of the carve-out financial statements 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 entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the carve-out financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the carve-out financial statements present fairly, in all material respects, the financial position of Buchans Resources Limited as at December 31, 2016 and 2015, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards. UHY McGovern Hurley LLP

Toronto, Canada Chartered Professional Accountants June 16, 2017 Licensed Public Accountants

BUCHANS RESOURCES LIMITED CARVE-OUT CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT 31 DECEMBER 2016

Expressed in Canadian Dollars Notes 2016 2015 Assets $ $

Current assets Cash and cash equivalents 10 3,002,645 5,356,093 Trade and other receivables 11 148,371 190,309 Total current assets 3,151,016 5,546,402

Non-current assets Exploration and evaluation assets 8 16,782,167 15,738,240 Investment in associate - note receivable 9 751,974 633,775 Prepaid expenses and other non-current assets 12,118 12,118

Total non-current assets 17,546,259 16,384,133 Total assets 20,697,275 21,930,535

Current liabilities

Trade and other payables 12 355,235 328,277 Total current liabilities 355,235 328,277

Owner's equity Owner's net investment 13 20,342,040 21,602,258

Total owner's equity and liabilities 20,697,275 21,930,535

COMMITMENTS AND CONTINGENCIES (Notes 2, 8, 14, and 17)

The financial statements were approved by the Board of Directors on June 16, 2017 and signed on its behalf by:

Signed “John F. Kearney” , Director Signed “ Dan esh K. Var ma” , Director

See accompanying notes to the carve-out financial statements

BUCHANS RESOURCES LIMITED CARVE-OUT CONSOLIDATED STATEMENT OF LOSS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED

Expressed in Canadian Dollars, except for per share amounts Notes 2016 2015 $ $

General and administrative expenses (813,223) (699,523) Foreign exchange (loss)/gain (213,081) 932,850

Operating loss (1,026,304) 233,327

Finance income 89,114 63,459 (Loss)/income before taxation (937,190) 296,786 Income tax (113,554) (17,675)

(Loss)/income and comprehensive (loss)/income for the year (1,050,744) 279,111

Earnings/(loss) per share Basic 6 (0.02) 0.01 Diluted 6 (0.02) 0.01

See accompanying notes to the carve-out financial statements

BUCHANS RESOURCES LIMITED CARVE-OUT CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEARS ENDED 31 DECEMBER 2016 AND 2015

Owner's Net Investment $

Balance as at December 31, 2014 21,382,989

Transfers to and from Minco, net (59,843) Net income for the year 279,111 Balance as at December 31, 2015 21,602,257

Transfers to and from Minco, net (209,473) Total comprehensive loss for the year (1,050,744) Balance as at December 31, 2016 20,342,040

See accompanying notes to the carve-out financial statements

BUCHANS RESOURCES LIMITED CARVE-OUT CONSOLIDATED STATEMENT OF CASH FLOW FOR THE YEAR ENDED 31 DECEMBER year ended year ended Expressed in US Dollars Notes 2016 2015

$ $ Cash flow from operating activities (Loss)/income for the year (1,050,744) 279,111 Interest income (89,114) (63,459) (1,139,858) 215,652 Movements in working capital Increase/(decrease) in trade and other receivables 41,938 (64,019) Decrease/(increase) in trade and other payables 26,957 153,710 Net cash used in operating activities (1,070,963) 305,343

Cash flows from investing activities Interest income 89,114 63,459 Transfers to Minco (209,473) (59,843) Investment in financial assets (118,199) (45,074) Investment in intangible assets (1,043,927) (1,349,804) Net cash used in investing activities (1,282,485) (1,391,262)

Net decrease in cash and cash equivalents (2,353,448) (1,085,919)

Cash and cash equivalents at the beginning of the year 5,356,093 6,442,012 Cash and cash equivalent at the end of the year 10 3,002,645 5,356,092

See accompanying notes to the carve-out financial statements

BUCHANS RESOURCES LIMITED Notes to the Carve-out Financial Statements For the years ended December 31, 2016 and 2015 Expressed in Cdn$’s, unless noted and per share amounts

1. BASIS OF PRESENTATION

These carve-out financial statements reflect the financial position, statement of operations and comprehensive loss, equity and cash flows related to assets and liabilities (the “Buchans Net Assets”) which were transferred to Buchans Resources Limited (“Buchans”) by its parent company Minco plc (“Minco”) in May 2015.

As Buchans has not historically prepared financial statements for the Buchans Net Assets, and Buchans did not exist as a legal entity prior to May 8, 2015, the carve-out financial statements have been prepared from the financial records of Minco on a carve-out basis. The Carve-out Statements of Financial Position include all of the Buchans Net Assets. The Carve- out Statements of Operations and Comprehensive Loss for each of the years ended December 31, 2016 and 2015 reflect all expenses and other income directly attributable to the Buchans Net Assets and Minco’s general and administrative expenses incurred in each of those years, as these expenditures were shared by the Buchans Net Assets. In some instances, certain expenses were not allocated as they would have related directly to Minco. All inter-entity balances and transactions have been eliminated.

The carve-out financial statements were approved by the Board of Directors of Minco on June 16, 2017

The carve-out financial statements of the Buchans have been prepared applying principles in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

These carve-out financial statements have been prepared based upon the historical cost amounts recorded by Minco, with the exception of certain financial instruments measured at fair value. These carve-out financial statements may not be indicative of Buchans financial performance and do not necessarily reflect what its financial position, results of operations, and cash flows would have been had Buchans operated as an independent entity during the years presented.

2. NATURE OF OPERATIONS AND GOING CONCERN

Buchans Resources Limited (the “Company” or ”Buchans”) was incorporated on May 8, 2015 under the laws of the Province of Ontario, Canada. The Company is a wholly owned subsidiary of Minco plc. The Company has interests in exploration and evaluation properties located in Canada, Ireland and the United Kingdom, and indirectly in base metal and silver projects in Mexico. Substantially all of the Company's efforts are devoted to financing and developing these properties. The Company’s head office is located at 55 University Ave, Suite 1805, Toronto, Ontario, M5J 2H7.

The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of exploration and evaluation assets and the Company's continued existence is dependent upon the preservation of its interests in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise additional financing, if necessary, or alternatively upon the Company's ability to dispose of its interests on an advantageous basis.

Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company's title. The Company’s properties may be subject to unregistered prior agreements, unregistered claims, aboriginal claims and regulatory, environmental and social requirements.

These consolidated financial statements are prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Relationship with Minco Minco’s net investment in Buchans is shown as owner’s net investment in these carve-out financial statements, as Buchans was not a separate legal entity for the entire period presented. Changes in owner’s net investment include net (loss)/income and net transfers to and from Minco.

(b) Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to December 31 each year. Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases. The financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating inter-entity balances and transactions.

The results of subsidiaries acquired or disposed of are included in the consolidated statement of loss from the effective date of acquisition or up to the effective date of disposal, as appropriate. All intra-company transactions, balances, income and expenses are eliminated on consolidation.

BUCHANS RESOURCES LIMITED Notes to the Carve-out Financial Statements For the years ended December 31, 2016 and 2015 Expressed in Cdn$’s, unless noted and per share amounts

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(b) Basis of consolidation (continued)

Non-controlling interests in subsidiaries are identified separately from the Company’s equity therein. The interests of non- controlling shareholders may be initially measured at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement is made on an acquisition-by-acquisition basis. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity. Total comprehensive loss is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

Changes in the Company’s interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Company’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owners of the Company.

When the Company loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of the retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non-controlling interests. Amounts previously recognized in other comprehensive loss in relation to the subsidiary are accounted for (i.e. reclassified to profit or loss or transferred directly to retained earnings) in the same manner as would be required if the relevant assets or liabilities are disposed of. The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39 Financial Instruments: Recognition and Measurement or, when applicable, the costs on initial recognition of an investment in an associate or jointly controlled entity.

An associate is an entity over which the Company has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting.

Under the equity method, investments in associates are carried in the consolidated balance sheet at cost as adjusted for post-acquisition changes in the Company’s share of the net assets of the associate, less any impairment in the value of individual investments. Losses of an associate in excess of the Company’s interest in that associate (which includes any long-term interests that, in substance, form part of the Company’s net investment in the associate) are recognised only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.

Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the associate recognized at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment and is assessed for impairment as part of that investment. Any excess of the Company’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognised immediately in profit or loss. Where a company entity transacts with an associate of the Company, profits and losses are eliminated to the extent of the Company’s interest in the relevant associate.

(d) Exploration and evaluation assets Exploration expenditure relates to the search for precious and base metals. Evaluation expenditure arises from a detailed assessment of deposits that have been identified as having economic potential. The costs of exploration properties and leases, which include the cost of acquiring prospective properties and exploration rights and costs incurred in exploration and evaluation activities, are capitalised as part of exploration and evaluation assets.

Exploration costs are capitalised as an intangible asset until technical feasibility and commercial viability of extraction of reserves are demonstrable, when the capitalised exploration costs are re-classed to property, plant and equipment. Exploration costs include an allocation of administration and salary costs (including share-based payments) as determined by management, where they relate to specific projects. Prior to reclassification to property, plant and equipment, exploration and evaluation assets are assessed for impairment and any impairment loss recognised immediately in the statement of (loss)/income.

BUCHANS RESOURCES LIMITED Notes to the Carve-out Financial Statements For the years ended December 31, 2016 and 2015 Expressed in Cdn$’s, unless noted and per share amounts

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(e) Rehabilitation Provisions The Company will record a liability for the estimated future costs associated with legal and constructive obligations relating to the reclamation and closure of its exploration assets. This amount is initially recorded at its discounted present value with subsequent annual recognition of an accretion expense on the discounted liability. An equivalent amount is recorded as an increase to exploration assets and amortized over the useful life of these assets. Management is currently not aware of any existing significant legal or constructive obligations relating to the reclamation of its interest in exploration assets and therefore no such liability has been recorded at December 31, 2016 and 2015.

(f) Impairment of non-financial assets At the end of each reporting period, non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount, which is the higher of value in use and fair value less costs to sell, the asset is written down accordingly. Any impairment is recognized in loss.

(g) Interests in joint arrangements A joint arrangement involves the use of assets and/or other resources of the Company and other venturers rather than the establishment of a corporation, partnership or other entity. The Company accounts for the assets it controls and the liabilities and expenses it incurs. As at December 31, 2016 and 2015, no joint arrangement existed for accounting purposes.

(h) Cash Cash is comprised of cash on hand, deposits in banks and highly liquid investments having original terms to maturity of 90 days or less when acquired.

(i) Financial instruments Financial assets and liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. Financial assets and liabilities are offset and the net amount is reported in the consolidated statement of financial position when there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis, or realize the asset and settle the liability simultaneously.

At initial recognition, the Company classifies its financial instruments in the following categories depending on the purpose for which the instruments were acquired:

(i) Financial assets and liabilities at fair value through profit or loss: A financial asset or liability is classified in this category if acquired principally for the purpose of selling or repurchasing in the short term. Marketable securities are included in this category. Financial instruments in this category are recognized initially and subsequently at fair value. Transaction costs are expensed in the statement of loss. Gains and losses arising from changes in fair value are presented in the statement of loss in the period in which they arise.

(ii) Available-for-sale investments: Available-for-sale investments are non-derivatives that are either designated in this category or not classified in any of the other categories. The Company does not have any instruments classified in this category. Available-for-sale investments are recognized initially at fair value plus transaction costs and are subsequently carried at fair value. Gains or losses arising from changes in fair value are recognized in other comprehensive income. When an available-for-sale investment is sold or impaired, the accumulated gains or losses are moved from accumulated other comprehensive income (loss) to the statement of loss and are included in other gains and losses.

(iii) Loans and receivables: Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. The Company's loans and receivables comprise cash and amounts receivable. Loans and receivables are initially recognized at the amount expected to be received, less, when material, a discount to reduce the loans and receivables to fair value. Subsequently, loans and receivables are measured at amortized cost using the effective interest method less a provision for impairment.

(iv) Financial liabilities at amortized cost: Financial liabilities at amortized cost include accounts payable and accrued liabilities. Accounts payable and accrued liabilities are initially recognized at the amount required to be paid, less, when material, a discount to reduce the payables to fair value. Subsequently, accounts payable and accrued liabilities are measured at amortized cost using the effective interest method. Financial liabilities are classified as current liabilities if payment is due within twelve months. Otherwise, they are presented as non-current liabilities.

BUCHANS RESOURCES LIMITED Notes to the Carve-out Financial Statements For the years ended December 31, 2016 and 2015 Expressed in Cdn$’s, unless noted and per share amounts

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(g) Impairment of financial assets A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be measured reliably.

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s original effective interest rate. Losses are recognized in profit or loss and reflected in an allowance account against receivables. Interest on the impaired asset continues to be recognized through the unwinding of the discount. When a subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit or loss.

(h) Functional and presentation currencies The Company’s presentation currency is the Canadian dollar (“$”). The functional currency of the Company and its subsidiaries is the Canadian dollar. In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items denominated in foreign currencies are retranslated at the rates prevailing on the transaction dates. Foreign currency translation differences are recognized in the consolidated statement of loss.

(i) Share-based payments Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The Company records compensation cost using the fair value method of accounting for share-based payments. The fair value of stock options is determined using the Black-Scholes option pricing model. The fair value of the options is recognized over the vesting period as share-based payments expense and share-based payment reserve. When options are exercised, the proceeds received, together with any related amount in share-based payment reserve, will be credited to share capital.

Equity-settled share-based payment transactions with parties other than employees are measured at the fair value of the goods or services received, except where that fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service. On expiry, any related amount in share-based payment or warrant reserve will be credited to deficit.

(k) Operating loss Operating loss comprises general administrative costs incurred by the Company, which are not specific to evaluation and exploration projects, and all impairment charges relating to exploration assets and financial assets during the year. Operating loss is stated before change in fair value of investments.

(l) Critical accounting judgements and key sources of estimation uncertainty Critical accounting judgements In the process of applying the Company’s accounting policies above, management has identified the judgemental areas that have the most significant effect on the amounts recognised in the financial statements (apart from those involving estimations), which are dealt with below:

Exploration assets The assessment of whether general administration costs and salary costs are capitalised or expensed involves judgement. Management considers the nature of each cost incurred and whether it is deemed appropriate to capitalise it within exploration assets. Costs which can be demonstrated as project related are included within exploration assets. Exploration assets relate to prospecting, exploration and related expenditure in Canada. The Company’s exploration activities are subject to a number of significant and potential risks including:

Exploration assets (continued) • exploration, development and operating risk • no assurance of production • factors beyond the Company’s control • failure to obtain additional financing • insurance and uninsured risks • environmental risks and hazards • government regulation and permitting • delays • infrastructure • price volatility of publicly traded securities • fluctuating mineral prices

BUCHANS RESOURCES LIMITED Notes to the Carve-out Financial Statements For the years ended December 31, 2016 and 2015 Expressed in Cdn$’s, unless noted and per share amounts

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(l) Critical accounting judgements and key sources of estimation uncertainty (continued)

The recoverability of these exploration assets is dependent on the discovery and successful development of economic reserves, including the ability to raise financing to develop future projects. Should this prove unsuccessful, the value included in the consolidated statement of financial position would be written off to operations.

Key sources of estimation uncertainty Preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported for assets and liabilities as at the statement of financial position date and the amounts reported for revenues and expenses during the period. The nature of estimation means that actual outcomes could differ from those estimates. The key sources of estimation uncertainty are discussed below:

Mineral reserve estimates The figures for mineral reserves and mineral resources are determined in accordance with National Instrument 43-101, “Standards of Disclosure for Mineral Projects”, issued by the Canadian Securities Administrators. There are numerous uncertainties inherent in estimating mineral reserves and mineral resources, including many factors beyond the Company’s control. Such estimation is a subjective process, and the accuracy of any mineral reserve or mineral resource estimate is a function of the quantity and quality of available data and of the assumptions made and judgments used in engineering and geological interpretation. Differences between management’s assumptions including economic assumptions such as metal prices and market conditions and could have a material effect in the future on the Company’s financial position and results of operation.

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

Impairment of exploration and evaluation assets The assessment of exploration and evaluation assets for any indications of impairment involves judgement. If an indication of impairment exists, a formal estimate of recoverable amount is performed and an impairment loss recognised to the extent that carrying amount exceeds recoverable amount. Recoverable amount is estimated as the higher of fair value less costs to sell and value in use. The assessment requires judgement as to the likely future commerciality of the asset and when such commerciality should be determined; future revenues, capital and operating costs and the discount rate to be applied to such revenues and costs.

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

Investment in associate, note receivable The recoverability of the note receivable from associate is dependent on successful negotiations with Xtierra and other creditors. Management believes that the amount is recoverable given the security in place, however, there is no assurance the amount will be fully recovered. See Note 9.

Preparation of carve-out financial statements The preparation of carve-out financial statements requires management to make judgments related to the allocation of assets, liabilities and expenses. The actual results may differ from the results presented had the entity existed in its planned form for the periods presented. See Note 1.

BUCHANS RESOURCES LIMITED Notes to the Carve-out Financial Statements For the years ended December 31, 2016 and 2015 Expressed in Cdn$’s, unless noted and per share amounts

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(l) Loss per share Basic loss per share is calculated using the weighted average number of shares outstanding. Diluted loss per share assumes that any proceeds from the exercise of dilutive stock options and warrants would be used to repurchase common shares at the average market price during the period, with the incremental number of shares being included in the denominator of the diluted loss per share calculation. The diluted loss per share calculation excludes any potential conversion of options and warrants that would decrease loss per share. As a result, all outstanding convertible securities of Minco during the years ended December 31, 2016 and 2015 have been excluded from diluted loss per share.

(m) Income taxes Buchans Resources Limited is not a legal entity and as such is not a standalone taxable entity. Current and deferred income taxes and income tax expense have been recognized in the carve-out financial statements as if Buchans Resources Limited was a separate taxable entity, using a standalone taxpayer approach. Income tax expense is comprised of current and deferred income tax. Current and deferred income taxes are recognized in net loss except to the extent that they relate to a business combination, or to items recognized directly in equity or other comprehensive income.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred income tax assets also result from unused loss carry forwards, resource related pools and other deductions. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

(n) Changes in Accounting Policies During 2016, the Company adopted a number of new IFRS standards, interpretations, amendments and improvements of existing standards. These included IFRS7, IAS1, IAS27 and IAS 38. These new standards and changes did not have any material impact on the Company’s financial statements.

(o) New standards and interpretations not yet adopted Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods on or after January 1, 2017 or later periods. Many are not applicable or do not have a significant impact to the Company and have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the Company.

IFRS 2 – Share-based Payment (“IFRS 2”) was amended by the IASB in June 2016 to clarify the accounting for cash-settled share-based payment transactions that include a performance condition, the classification of share-based payment transactions with net settlement features and the accounting for modifications of share-based payment transactions from cash-settled to equity-settled. The amendments are effective for annual periods beginning on or after January 1, 2018. Early adoption is permitted.

IFRS 9 – Financial Instruments (“IFRS 9”) was issued by the IASB in November 2009 with additions in October 2010 and May 2013 and will replace IAS 39 Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward unchanged to IFRS 9, except that an entity choosing to measure a financial liability at fair value will present the portion of any change in its fair value due to changes in the entity’s own credit risk in other comprehensive income, rather than within profit or loss. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning on or after January 1, 2018. Early adoption is permitted.

IFRS 10 – Consolidated Financial Statements (“IFRS 10”) and IAS 28 – Investments in Associates and Joint Ventures (“IAS 28”) were amended in September 2014 to address a conflict between the requirements of IAS 28 and IFRS 10 and clarify that in a transaction involving an associate or joint venture, the extent of gain or loss recognition depends on whether the assets sold or contributed constitute a business. The effective date of these amendments is yet to be determined, however early adoption is permitted.

IFRS 12 – Disclosure of Interests in Other Entities (“IFRS 12”) was amended to clarify the scope of the standard to include interests that are classified as held for sale; held for distribution or as discontinued operations in accordance with IFRS 5 – Non-Current Assets Held for Sale and Discontinued Operations. The amendments are effective for annual periods beginning on or after January 1, 2017. Early adoption is permitted.

BUCHANS RESOURCES LIMITED Notes to the Carve-out Financial Statements For the years ended December 31, 2016 and 2015 Expressed in Cdn$’s, unless noted and per share amounts

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) p) New standards and interpretations not yet adopted (continued)

IFRS 16 – Leases (“IFRS 16”) was issued in January 2016 and replaces IAS 17 – Leases as well as some lease related interpretations. With certain exceptions for leases under twelve months in length or for assets of low value, IFRS 16 states that upon lease commencement a lessee recognises a right-of-use asset and a lease liability. The right-of-use asset is initially measured at the amount of the liability plus any initial direct costs. After lease commencement, the lessee shall measure the right-of-use asset at cost less accumulated depreciation and accumulated impairment. A lessee shall either apply IFRS 16 with full retrospective effect or alternatively not restate comparative information but recognise the cumulative effect of initially applying IFRS 16 as an adjustment to opening equity at the date of initial application. IFRS 16 requires that lessors classify each lease as an operating lease or a finance lease. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset. Otherwise it is an operating lease. IFRS 16 is effective for annual periods beginning on or after January 1, 2019. Early adoption is permitted.

IAS 7 – Statement of Cash Flows (“IAS 7”) was amended in January 2016 to clarify that disclosures shall be provided that enable users of financial statements to evaluate changes in liabilities arising from financing activities. The amendments are effective for annual periods beginning on or after January 1, 2017. Early adoption is permitted.

IAS 12 – Income Taxes (“IAS 12”) was amended in January 2016 to clarify that, among other things, unrealized losses on debt instruments measured at fair value and measured at cost for tax purposes give rise to a deductible temporary difference regardless of whether the debt instrument’s holder expects to recover the carrying amount of the debt instrument by sale or by use; the carrying amount of an asset does not limit the estimation of probable future taxable profits; and estimates for future taxable profits exclude tax deduction resulting from the reversal of deductible temporary differences. The amendments are effective for annual periods beginning on or after January 1, 2017. Early adoption is permitted.

IAS 40 – Transfers of Investment Property (“IAS 40”) was amended to clarify that an investment property shall be transferred to, or from, investment property when, and only when, there is evidence of a change in use. IAS 40 is effective for annual periods beginning on or after January 1, 2018. Early adoption is permitted.

IFRIC 22 – Foreign Currency Transactions and Advance Consideration (“IFRIC 22”) was issued in December 2016 and addresses foreign currency transactions or parts of transactions where there is consideration that is denominated in a foreign currency; a prepaid asset or deferred income liability is recognised in respect of that consideration, in advance of the recognition of the related asset, expense or income; and the prepaid asset or deferred income liability is noon-monetary. The interpretation committee concluded that the date of the transaction, for purposes of determining the exchange rate, is the date of initial recognition of the non-monetary prepaid asset or deferred income liability. IFRIC 22 is effective for annual periods beginning on or after January 1, 2018. Early adoption is permitted.

4. REORGANIZATION OF SUBSIDIARIES

In May 2015, in a company reorganization, the Company acquired the shares and receivables in subsidiaries from its parent company, Minco, in consideration for the issue of 47,814,208 shares.

Minco’s net investment in Buchans is shown as owner’s net investment in these carve-out financial statements, as Buchans was not a separate legal entity for the entire period presented. Changes in owner’s net investment include net income/(loss) and net transfers to and from Minco.

5. RELATED PARTY TRANSACTIONS

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed.

In May 2015, pursuant to three asset purchase agreements, Buchans acquired from Minco all the shares and intercompany advances as at May 1, 2015 of Minco`s three subsidiaries, Norsub Limited, Buchans Minerals Corporation and Centrerock Mining Limited in consideration for $20,049,126 which was satisfied by the issue of a total of 47,814,208 Common Shares to Minco. The acquisition cost of these assets was equal to Minco’s book value of the assets acquired.

No fees were paid by the Company to directors for their services as directors of the Company in the years ended December 31, 2016 and 2015.

No salaries were paid by the Company to any Directors of the Company in the period ended December 31, 2016, other than to Warren MacLeod, President of Buchans Minerals Corp., was paid an amount of Cdn$17,500 per month, or $210,000 (2015 - $210,000).

Included in accounts payable and accrued liabilities at December 31, 2016 is $160,000 due to related parties, including $125,000 due to Terence N. McKillen, Director of Minco plc, and $35,000 due to Juno, a company controlled by Danesh K. Varma, Director of Minco plc. See Note 12. Such amounts are due on demand, unsecured and non-interest bearing.

BUCHANS RESOURCES LIMITED Notes to the Carve-out Financial Statements For the years ended December 31, 2016 and 2015 Expressed in Cdn$’s, unless noted and per share amounts

5. RELATED PARTY TRANSACTIONS (CONTINUED)

The subsidiaries of the Company at December 31, 2016 were as follows:

Name of Company Registered office Effective Principal Activity Holding Buchans Minerals Corporation 55 University Ave., Suite 1805 100% Exploration Centrerock Mining Limited Toronto, ON 100% Exploration Canadian Manganese Company Inc. M5J 2H7, Canada 100% Exploration 7980736 Canada Inc. 100% Exploration Norsub Limited Box 25, Regency Court, Glategny Investment Holding St. Peter Port, Guernsey, GY1 3AP 100% Company Minco Ireland Limited Ardbraccan, Navan, Co. Meath, Ireland 100% Exploration Westland Exploration Limited Ardbraccan, Navan, Co. Meath, Ireland 100% Exploration

Minco Mining Limited 9 Little Trinity Lane, London EC4V 2AN 100% Exploration Zacatecas Exploration Limited 9 Little Trinity Lane, London EC4V 2AN 100% Management services

6. EARNINGS / (LOSS) PER SHARE

Basic loss per share is computed by dividing the loss after taxation for the period available to ordinary shareholders by the sum of the weighted average number of ordinary shares in issue and ranking for dividend during the period. Diluted loss per share is computed by dividing the loss after taxation for the period by the weighted average number of ordinary shares in issue, adjusted for the effect of all potential dilutive ordinary shares that were outstanding during the period. Basic and diluted losses per share are the same as there are no convertible instruments. The computation for basic and diluted loss per share is as follows:

2016 2015 $ $

Numerator Earnings/(loss) for the year (1,050,744) 279,111

Denominator No. of Shares No. of Shares Weighted average number of shares 47,814,218 47,814,218

Basic earnings/(loss) per share (0.02) 0.01

BUCHANS RESOURCES LIMITED Notes to the Carve-out Financial Statements For the years ended December 31, 2016 and 2015 Expressed in Cdn$’s, unless noted and per share amounts

7. SEGMENTAL ANALYSIS

Income/(loss) by geographical segment is as follows: 2016 2015 $ $ Canada (621,363) (642,635) Ireland (321,471) 938,119 U.K. 5,644 1,302 Mexico - - Total (937,190) 296,786

Income tax expense (113,554) (17,675)

(Loss)/income for the year (1,050,744) 279,111

There was no revenue from operations earned during 2016 or 2015.

Segment assets and liabilities by geographical segment is as follows: Assets Liabilities 2016 2015 2016 2015 $ $ $ $ Canada 13,449,262 12,724,460 (164,979) (93,063) Ireland 632,059 368,379 (128,201) (143,854) U.K. 2,861,335 2,847,828 (62,055) (91,360) Mexico (investment in associate) 751,974 633,775 - - 17,694,630 16,574,442 (355,235) (328,277) Cash and cash equivalents 3,002,645 5,356,093 - - Consolidated 20,697,275 21,930,535 (355,235) (328,277)

Additions to non-current assets 2016 2015 $ $ Canada 577,547 1,077,795 Ireland 452,940 22,788 U.K. 13,440 249,222 1,043,927 1,349,804

BUCHANS RESOURCES LIMITED Notes to the Carve-out Financial Statements For the years ended December 31, 2016 and 2015 Expressed in Cdn$’s, unless noted and per share amounts

8. EXPLORATION AND EVALUATION EXPENDITURES ASSETS

The following table shows the Company’s exploration and evaluation expenditures assets:

31 December Additions 31 December Additions 31 December 2016 2015 2014 $ $ $ $ $ Buchans 8,158,234 577,547 7,580,687 807,800 6,772,887 Bobbys Pond 743,637 39,576 704,061 56,747 647,314 Woodstock 4,438,229 182,259 4,255,970 213,247 4,042,723 Ireland 599,134 231,105 368,029 22,788 345,241 UK 2,842,933 13,440 2,829,493 249,222 2,580,271 16,782,167 1,043,927 15,738,240 1,349,804 14,388,436

All exploration and evaluation assets are carried at cost less any applicable impairment provision. The Directors of Minco reviewed the exploration and evaluation assets at December 31, 2016 and 2015 and are satisfied that the exploration projects have potential to achieve mine production and positive cash flows. No impairment provision has been recognised.

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

The realisation of the exploration and evaluation assets is dependent on the successful development of economic resources, including the ability to raise finance to develop the projects. Should this prove unsuccessful the value included in the balance sheet would be written off. By its nature there is inherent uncertainty in such expenditure as to the value of the asset.

Buchans – Canada Buchans is located in central Newfoundland and covers the former producing Buchans Mine and the Company’s undeveloped Lundberg deposit. The Buchans base metal project comprises four advanced base metal properties in the Buchans area of central Newfoundland that contain numerous exploration prospects; namely the 100% owned Buchans property (which contains the Lundberg deposit), the 100% owned Tulks North property (which contains the Daniels Pond deposit), the 100% owned Bobbys Pond property (which contains the Bobbys Pond deposit), and a 49% joint venture interest in the Tulks Hill property (which contains the Tulks Hill deposit).

The Company through its wholly-owned subsidiary, holds two mining leases near the town of Buchans in central Newfoundland, each with a 25-year term from 2013 that require total annual lease payments of $154,500. The leases cover the former producing Buchans Mine and the Company’s undeveloped Lundberg deposit. Certain of the claims and portions thereof are subject to net smelter royalties ranging from 1% to 3%, certain of which are subject to buy-back agreements.

The Tulks North project is 100% owned by the Company, through its wholly-owned subsidiary Buchans Minerals Corp., and is located in the Victoria Lake Mining district of west-central Newfoundland. The Tulks North project includes the Daniels Pond deposit which is subject to a 1.5% net smelter royalty as well as a 50% back-in option held by Glencore should a single deposit of 15 million tonnes or greater be discovered and deemed economic upon the completion of a feasibility study.

The Bobbys Pond deposit, adjacent to Tulks North, is 100% owned by the Company, through its wholly-owned subsidiary Centrerock Mining Limited. Bobbys Pond is held under a mining lease with a 25 year term from 2004, which requires an annual lease payment of $29,000. The Bobbys Pond property is also subject to a 1% net smelter return royalty and a 2% net smelter royalty.

The Company, through its wholly-owned subsidiary Buchans Minerals Corp., has a 49% interest in the Tulks Hill project in central Newfoundland which is held under a joint exploration agreement with Prominex Resource Corp. which is the project operator. The property is covered by a mining lease with a 5-year term from 2013, which requires an annual lease payment of $8,700. The property is subject to a 2% net smelter royalty.

Woodstock – Canada The Company, through its wholly-owned subsidiary Canadian Manganese Corp., holds a 100% interest in the Woodstock project located northwest of the town of Woodstock, New Brunswick. A portion of the project is subject to a 1% gross sales royalty upon commencement of commercial production, with the Company retaining certain rights to buy back one half of the royalty.

BUCHANS RESOURCES LIMITED Notes to the Carve-out Financial Statements For the years ended December 31, 2016 and 2015 Expressed in Cdn$’s, unless noted and per share amounts

8. EXPLORATION AND EVALUATION EXPENDITURES (CONTINUED)

Ireland The Company, through its wholly owned subsidiary Minco Ireland Limited, holds three Prospecting Licenses, 1228, 1229 and 3981, in County Westmeath, Ireland. Minco also holds a 20% interest in Prospecting License 1440R in Tatestown, Ireland, the subject of a joint venture between Westland Exploration Ltd. (100% Minco subsidiary) and Tara-Boliden Mines Limited.

Pennines - UK The Company, through its wholly owned subsidiary Minco Mining Limited, has entered into various agreements, licences and options with certain owners of mineral rights in the North Pennine Orefield located in the counties of Cumbria, Northumberland and Durham in northern England.

The Company, through its wholly owned subsidiary Minco Mining Limited, entered into an Option Agreement with the Crown Commissioners on behalf of the Crown Estates pursuant to which, in consideration of the payment of an option fee of £5,000, the Company was granted the option to take a lease of Crown Minerals, subject to having obtained planning permission, on any part of the option area which covers approximately 20,000 hectares in Northumberland and County Durham. The Lease would be subject to an annual rent of £20,000 pounds sterling and subject to a royalty of 4% of the Net Realisable Value of gold or silver mined from the area.

The Company, through its wholly owned subsidiary Minco Mining Limited, entered into Heads of Terms for a Prospecting Licence and Option Agreement to take a Lease with the Church Commissioners for England on Demised Minerals, (including lead, zinc, pyrite, copper, fluorspar, bartyes and associated any intermingled minerals) owned by the Church Commissioners at West Weardale in County Durham subject to the rights of the surface owners. The Option is for a period of five years, subject to the payment of an option fee of £7,000 per year, and may be extended for a further period of five years. The Lease would be subject to planning permission and subject to an annual rent of £25,000 and a royalty of 2.5% of the Net Smelter Return earned on the Demised Minerals.

The Company, through its wholly owned subsidiary Minco Mining Limited, has been granted mineral exploration licences or permissions by the Trustees of the Allendale Settled Estates in Northumberland and by the Trustees for Roman Catholic Purposes on the Alston Estate in Cumbria. Under these mineral exploration licences the Company was granted the right to explore and test for minerals, subject to the rights of the surface owners, for various terms. The Company expects, subject to the registration of ownership of mineral rights, to enter into Option Agreements to take Mineral Leases with the Allendale Estate in Northumberland and with the Alston Estate in Cumbria which are expected to be on similar terms to the Option Agreement with the Church Commissioners in Durham.

The Company is negotiating extensions or amendments to certain of the exploration licences and option agreements, and expects to conclude the various Option Agreements in due course. If the proposed Option Agreements cannot be concluded on acceptable terms, impairment may be recorded.

9. NOTES RECEIVABLE

The Company holds indirectly 30 million shares, representing an approximate 26% shareholding of Xtierra Inc., a company listed on the TSX Venture Exchange. The value of the Company’s share of net assets of Xtierra Inc. is $nil as a result of the Company’s accounting policy. The fair value of the investment in Xtierra as at April 10, 2017 based on market price of Xtierra shares on the TSX Venture Exchange was $1,200,000.

In December 2013, the Company agreed to provide working capital financing to Xtierra, and agreed to purchase US$250,000 principal amount of 5% working capital notes due March 31, 2014. In April 2014, the Company agreed to provide a further working capital advance to Xtierra of US$125,000 which together with the US$254,000 working capital Notes, including US$4,000 interest, were rolled into new non-convertible 5% secured notes (total US$379,000) due 30 April 2015.

On April 29, 2015, Pacific Road and Minco plc, both agreed to extend the due dates of the non-convertible 5% secured notes in the amount of US$965,000 from April 30, 2015 to August 31, 2015, and to provide further advances up to US$15,000 each. During 2015 Minco assigned the Notes to Buchans. On August 24, 2015, Pacific Road and Buchans both agreed to further extend the due dates of the Notes from August 31, 2015 to January 31, 2016 and to provide further advances of up to US$17,500 each to fund Xtierra’s property maintenance costs and working capital. Xtierra agreed to a fee of US$29,000 to obtain the extension, which amount was added to the principal amount of the Notes. On January 31, 2016, Pacific Road and Buchans both agreed to an extension of the maturity dates of the secured notes to April 30, 2016.

The Notes matured and became due and payable on April 30, 2016. Pacific Road and Buchans have not made demands for payment to provide Xtierra additional time to assess its strategic alternatives and are discussing possible solutions with Xtierra on a without prejudice basis. Xtierra has made certain settlement or restructuring proposals to each of Pacific Road and Buchans.

BUCHANS RESOURCES LIMITED Notes to the Carve-out Financial Statements For the years ended December 31, 2016 and 2015 Expressed in Cdn$’s, unless noted and per share amounts

9. NOTES RECEIVABLE (CONTINUED)

On July 26, 2016, the Company made an advance in the amount of US$50,000 and on December 8, 2016, the Company made a further advance in the amount of $25,000 in Notes to fund Xtierra’s working capital and maintain its mineral properties. As at December 31, 2016, the Company had total Notes receivable from Xtierra in the amount of US$559,629 (Cdn$751,974). Pacific Road had notes receivable from Xtierra in the amount of US$691,000.

Subsequent to December 31, 2016, the Company made further advances to Xtierra in Notes in the aggregate amount of US$70,000.

The Notes are secured, pari-passu with Pacific Road Company of Funds (another significant shareholder of Xtierra), by the pledge by Xtierra of the shares of its wholly owned subsidiary Orca Minerals Limited, which indirectly holds Xtierra’s Mexican assets. The security includes various standard provisions, including the right of the lenders to enforce their security in an event of default, including default in payment on the notes when due, which enforcement remedies include foreclosure against the pledged shares of Orca Minerals Limited. Pacific Road has advised Xtierra that Pacific Road desires to see this process come to a conclusion in the near term and, in the absence of an acceptable outcome, Pacific Road reserves all its rights to demand repayment of the Notes and if necessary to initiate foreclosure actions

10. CASH AND CASH EQUIVALENTS

2016 2015 $ $ Cash 572,262 455,520 Cash equivalents 2,430,383 4,900,573 Immediately available without restriction 3,002,645 5,356,093

The currency profile of cash and cash equivalents at the end of the year is as follows: $ $ Canadian Dollars 107,517 107,575 Euro 68,225 70,835 US Dollars 2,803,787 5,129,707 Sterling 23,116 47,976 3,002,645 5,356,093

11. TRADE AND OTHER RECEIVABLES 2016 2015 $ $

Trade receivables and prepayments 114,231 157,150 Sales taxes receivable 34,140 33,159 148,371 190,309

12. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 2016 2015 $ $

Trade creditors and accruals 195,235 168,277 Amounts due to related parties (Note 5) 160,000 160,000

355,235 328,277

13. CAPITAL STOCK

The Company has authorized and unlimited number of common shares. At December 31, 2016 and 2015, 47,814,218 common shares were issued.

BUCHANS RESOURCES LIMITED Notes to the Carve-out Financial Statements For the years ended December 31, 2016 and 2015 Expressed in Cdn$’s, unless noted and per share amounts

14. COMMITMENTS AND CONTINGENCIES

The Company’s mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations. The Company’s wholly-owned subsidiary Buchans Minerals Corporation has entered into a lease for its office premises, which expires on January 31, 2019. The yearly rental payments amount to approximately $160,000 approximately half of which the Company expects to recover from other corporations with some common directors and officers that share part of the office premises.

15. FINANCIAL INSTRUMENTS

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below. There have been no changes in the risks, objectives, policies and procedures.

Fair value The carrying amounts for cash, marketable securities, amounts receivable and accounts payable and accrued liabilities on the consolidated statements of financial position approximate fair value because of the limited term of these instruments. The marketable securities are stated at the quoted market value.

Interest rate risk The Company has cash balances and no interest-bearing debt. The Company's current policy is to invest excess cash in investment-grade short-term deposit certificates issued by major banks with a credit rating of at least BBB-. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks.

Credit risk Credit risk is the risk that a client or vendor will be unable to pay or receive any amounts owed or owing by the Company. Management's assessment of the Company's risk is low as it is primarily attributable to funds held in banks.

Commodity price risk The ability of the Company to develop its properties and the future profitability of the Company is directly related to the market price of certain minerals, particularly gold.

Fair Value Hierarchy and Liquidity Risk Disclosure The fair value hierarchy has the following levels: (a) quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); (b) inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices) (Level 2); and (c) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3). At December 31, 2016, the Company’s financial instruments that are carried at fair value, consisting of marketable securities, have been classified as Level 1 within the fair value hierarchy.

Liquidity Risk The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. At December 31, 2016, the Company had cash of $3,002,644 to settle accounts payable and accrued liabilities of $355,234 (2015- $301,368). All of the Company’s financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms.

Market Risk Market risk is the risk that the fair value of, or future cash flows from, the Company’s financial instruments will significantly fluctuate because of changes in market prices. The Company is exposed to market risk with respect to its marketable securities and unfavourable market conditions could result in dispositions of marketable securities at less than favorable prices.

Capital Risk The Company manages its capital to ensure that there are adequate capital resources for the Company to maintain and explore its exploration assets. The capital structure of the Company consists of shareholders’ equity.

Foreign currency risk Although the Company is incorporated in Canada, the Company has significant operations in Ireland, UK and Mexico, none of which presently generate cash from operations, and holds cash investments in Canadian and US Dollars, Euros or Sterling. The functional currencies of the majority of the Company’s operations are the Canadian Dollar, UK Sterling, and the Euro; the reporting currency of the Company is the US Dollar. However, the expenditure is not considered to be a monetary asset, and has been translated to the functional currency at the rates of exchange ruling at the dates of the original transactions. The Company also has transactional currency exposures. Such exposures arise from expenses incurred by the Company in currencies other than the functional currency.

BUCHANS RESOURCES LIMITED Notes to the Carve-out Financial Statements For the years ended December 31, 2016 and 2015 Expressed in Cdn$’s, unless noted and per share amounts

15. FINANCIAL INSTRUMENTS (CONTINUED)

The impact of foreign currencies has been determined based on the balances of financial assets and liabilities at December 31, 2016. The sensitivity analysis includes outstanding foreign currency denominated monetary items and largely results from payables and receivables, and adjusts their translation at the period end for a 5% change in foreign currency rates. A five percent change in the US Dollar exchange rate could result in a foreign exchange impact to the net income of approximately $104,000 based on monetary assets and liability balances existing at December 31, 2016.

Sensitivity Analysis The Company has designated its marketable securities as fair value through profit or loss, which are measured at fair value. Cash and amounts receivable are classified as loans and receivables, which are measured at amortized costs. Accounts payable and accrued liabilities are classified as other financial liabilities, which are measured at amortized cost.

As at December 31, 2016, the carrying value of the Company’s financial instruments approximate their fair value.

Cash is invested in investment-grade short-term deposit certificates. Based on management’s knowledge and experience in the financial markets, sensitivity to a plus or minus 1% change in rates, based on the current balance of cash at December 31, 2016, would affect the net income by plus or minus $30,000 during a one-year period.

16. CAPITAL MANAGEMENT

The capital of the Company consists primarily of its shareholders’ equity.

The Company’s objective when managing capital is to maintain adequate levels of funding to support the acquisition, development and exploration of mineral properties and maintain the necessary corporate and administrative functions to facilitate these activities. This is done primarily through equity financing. Future financings are dependent on market conditions and there can be no assurance the Company will be able to raise funds in the future. All equity financings require the approval of the Board of Directors.

The Company invests all capital that is surplus to its immediate operational needs in short term, highly-liquid financial instruments, such as short term guaranteed investment certificates, held with a major Canadian financial institution.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

There were no significant changes to the Company’s approach to capital management during the years ended December 31, 2016 and 2015. Neither the Company nor its subsidiaries are subject to externally imposed capital requirements.

17. SUBSEQUENT EVENT

On June 1, 2017 Minco announced, under Rule 2.5 of the Irish Takeover Panel Act, Takeover Rules 2013, that Dalradian and Minco had reached agreement on the terms of the acquisition of Minco’s 2% net smelter return royalty on the Curraghinalt gold deposit currently being developed by Dalradian (the “Royalty Disposal”) in return for the issue of a total of 15,490,666 new Dalradian Shares valued at C$20,000,000, in total, based on the volume weighted average price of Dalradian shares on the Toronto Stock Exchange for the five trading day period ending on the day prior to March 21, 2017, (being the date Minco announced that it was in discussions with Dalradian regarding the possible disposal of the Royalty).

It is proposed that the Royalty Disposal will be structured as an offer by Dalradian for the acquisition of the entire issued share capital of Minco (the “Offer”). It is intended that the Offer would be implemented by means of a scheme of arrangement, under Chapter 1 of Part 9 of the Companies Act 2014 of Ireland (“Scheme”). As part of the Scheme, it is proposed that Minco will undertake a demerger of its wholly owned subsidiary Buchans by way of a transfer in specie of the 47,814,218 shares of Buchans to Minco Shareholders (the “Demerger”) on the basis of one (1) share of Buchans for every 10 existing Minco ordinary shares in issue at the Voting Record Time (as defined in the Scheme Document).

Following the Demerger Minco shareholders will be issued 11,618,000 new Dalradian Shares which would represent 75% of the total shares to be issued by Dalradian in connection with the Royalty Disposal. The balance of 3,872,666 new Dalradian Shares, being 25% of the total, will be issued directly to Buchans, which will then be wholly owned by Minco Shareholders.

BUCHANS RESOURCES LIMITED

CONDENSED INTERIM CARVE-OUT CONSOLIDATED FINANCIAL STATEMENTS

Unaudited

As at, and for the three-month period ended March 31, 2017

INDEX PAGE

Condensed Interim Consolidated Statements of Financial Position 91

Condensed Interim Consolidated Statements of Operations and Comprehensive Loss 92

Condensed Interim Consolidated Statements of Changes in Equity 93

Condensed Interim Consolidated Statements of Cash Flows 94

Notes to the Condensed Interim Carve-Out Consolidated Financial Statements 95- 106

BUCHANS RESOURCES LIMITED Condensed Interim Carve-Out Consolidated Statement of Financial Position As at, (Unaudited)

Expressed in Canadian Dollars Notes March 31, 2017 December 31, 2016

Assets $ $

Current assets Cash and cash equivalents 11 2,625,144 3,002,645 Trade and other receivables 10 142,699 148,371 Total current assets 2,767,843 3,151,016

Non-current assets Exploration and evaluation assets 8 16,941,476 16,782,167 Investment in associate - note receivable 9 786,030 751,974 Prepaid expenses and other non-current assets 12,118 12,118 Total non-current assets 17,739,624 17,546,259 Total assets 20,507,467 20,697,275

Equity and liabilities

Current liabilities Trade and other payables 12 354,583 355,235 Total current l iabilities 354,583 355,235

Owner's equity Owner's equity 13 20,152,884 20,342,040

Total equity and liabilities 20,507,467 20,697,275

COMMITMENTS AND CONTINGENCIES (Notes 1, 8, 15 and 16)

The financial statements were approved by the Board of Directors on June 16, 2017 and signed on its behalf by:

Signed “John F. Kearney” , Director Signed “ Dan esh K. Var ma” , Director

See accompanying notes to the condensed interim carve-out consolidated financial statements

91 BUCHANS RESOURCES LIMITED Condensed Interim Carve-Out Consolidated Statement of Operations and Comprehensive Loss For the three-month periods ended March 31, (Unaudited)

Expressed in Canadian Dollars, Notes 2017 2016 $ $ Continuing operations

General and administrative expenses 6 (198,725) (195,654) Foreign exchange gain/(loss) (34,841) (258,677)

Operating loss before finance income (233,566) (454,331)

Finance income 16,352 19,432

Total loss and comprehensive loss for the period (217,214) (434,899)

Earnings/(loss) per share Basic 7 (0.00) (0.01) Diluted 7 (0.00) (0.01)

See accompanying notes to the condensed interim carve-out consolidated financial statements

92 BUCHANS RESOURCES LIMITED Condensed Interim Carve-Out Consolidated Statement of Changes in Equity

(Unaudited)

Expressed in Canadian Dollars

Owner's Net Investment $ Balance as at December 31, 2015 21,602,257

Transfers to and from Minco, net (179,600) Total comprehensive loss for the period (434,899) Balance as at March 31, 2016 20,987,758

Transfers to and from Minco, net (29,873) Total comprehensive loss for the period (615,845) Balance as at December 31, 2016 20,342,040

Transfers to and from Minco, net 28,058 Total comprehensive loss for the period (217,214) Balance as at March 31, 2017 20,152,884

See accompanying notes to the condensed interim carve-out consolidated financial statements.

93 BUCHANS RESOURCES LIMITED Condensed Interim Carve-Out Consolidated Statement of Cash Flows For the three-month periods ended, Expressed in Canadian Dollars, unless noted.

2017 2016 Expressed in Canadian Dollars Notes

$ $ Cash flow from operating activities Loss for the period (217,214) (434,899) Interest income (16,352) (19,432) (233,566) (454,331) Movements in working capital Increase/(decrease) in trade and other receivables 5,672 10,029 Decrease/(increase) in trade and other payables (652) (28,678) Net cash used in operating activities (228,545) (472,980)

Cash flows from investing activities Interest income net of accrued interest receivable 16,352 19,432 Investment in financial assets (34,056) - Investment in intangible assets (159,309) (180,612) Transfers to/from Minco 28,058 (179,600) Net cash used in investing activities (148,956) (340,780)

Net decrease in cash and cash equivalents (377,501) (813,760) Translation adjustment - - Cash and cash equivalents at the beginning of the period 3,002,645 5,356,093 Cash and cash equivalents at the end of the period 11 2,625,144 4,542,333

See accompanying notes to the condensed interim carve-out consolidated financial statements.

BUCHANS RESOURCES LIMITED Notes to the Condensed Interim Carve-Out Consolidated Financial Statements For the three-month period ended March 31, 2017 Expressed in Canadian Dollars, unless noted.

1. NATURE OF OPERATIONS AND GOING CONCERN

Basis of measurement and going concern

The Company is in the process of exploring its exploration and evaluation properties and has not yet determined whether its exploration and evaluation properties contain economically recoverable mineral reserves. The underlying value and the recoverability of the exploration and evaluation properties is entirely dependent upon the existence of economically recoverable mineral reserves, the ability of the Company to obtain the necessary financing to complete the exploration and development of the exploration and evaluation properties, and the generation of future profitable production or proceeds from the disposition of the exploration and evaluation properties.

The preparation of financial statements requires an assessment on the validity of the going concern assumption. The validity of the going concern concept is dependent on finance being available for the continuing working capital requirements of the Group and finance for the development of the Group’s projects becoming available. Based on the assumptions that such finance will become available, the Directors believe that the going concern basis is appropriate for these accounts. Should the going concern basis not be appropriate, adjustments would have to be made to reduce the value of the assets, in particular the exploration and evaluation assets, to their realisable values. Such adjustments could be material.

For the three months ended March 31, 2017, the Company recorded a loss of $217,214 and, at that date, had positive cash balances of $2,625,144. Accordingly, the Directors are satisfied that it is appropriate to prepare the financial statements of the Company on a going concern basis.

BUCHANS RESOURCES LIMITED Notes to the Condensed Interim Carve-Out Consolidated Financial Statements For the three-month period ended March 31, 2017 Expressed in Canadian Dollars, unless noted.

2. BASIS OF PREPARATION

These condensed interim carve-out financial statements reflect the financial position, statement of operations and comprehensive loss, equity and cash flows related to assets and liabilities (the “Buchans Net Assets”) which were transferred to Buchans Resources Limited (“Buchans”) by its parent company Minco plc (“Minco”) in May 2015.

As Buchans has not historically prepared financial statements for the Buchans Net Assets, and Buchans did not exist as a legal entity prior to May 8, 2015, the carve-out financial statements have been prepared from the financial records of Minco on a carve-out basis. The Carve-out Statements of Financial Position include all of the Buchans Net Assets. The Carve-out Statements of Operations and Comprehensive Loss for each of the periods ended March 31, 2017 and 2016 reflect all expenses and other income directly attributable to the Buchans Net Assets and Minco’s general and administrative expenses incurred in each of those periods, as these expenditures were shared by the Buchans Net Assets. In some instances, certain expenses were not allocated as they would have related directly to Minco. All inter-entity balances and transactions have been eliminated.

The condensed interim carve-out financial statements were approved by the Board of Directors of Minco on June 16, 2017

These condensed interim carve-out consolidated financial statements of the Company were prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”) using accounting policies consistent with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

These condensed interim carve-out consolidated financial statements do not include all of the information required for full annual financial statements and should be read in conjunction with the Company’s audited carve- out consolidated financial statements for the year ended December 31, 2016 prepared in accordance with IFRS.

BUCHANS RESOURCES LIMITED Notes to the Condensed Interim Carve-Out Consolidated Financial Statements For the three-month period ended March 31, 2017 Expressed in Canadian Dollars, unless noted.

3. STATEMENT OF PRINCIPAL ACCOUNTING POLICIES

(a) Basis of consolidation The condensed interim carve-out consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated statement of operations from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Company. All material intra-Company transactions, balances, income and expenses are eliminated on consolidation.

The standards and interpretations within IFRS are subject to change and accordingly, the accounting policies for the annual report that are relevant to these condensed interim financial statements will be finalized only when the annual IFRS financial statements are prepared for the year ending December 31, 2017. The accounting policies chosen by the Company have been applied consistently to all periods presented.

(b) Accounting Changes The Company did not adopt any new International Financial Reporting Standards (IFRSs) or Interpretations in the period that had a material impact on the Company’s Financial Statements.

Certain pronouncements were issued by the IASB or the IFRIC that are mandatory for accounting periods on or after January 1, 2017 or later periods. Many are not applicable or do not have a significant impact to the Company and have been excluded. The following have not yet been adopted and are being evaluated to determine their impact on the Company.

IFRS Standards issued but not yet effective:

IFRS 2 Share-based payments IFRS 9 Financial Instruments IFRS 10 Consolidated financial statements IFRS 12 Disclosure of interests in other entities IFRS 16 Leases IAS 7 Statement of cash flows IAS 12 Income taxes IAS 40 Transfers of investment property IFRIC 22 Foreign currency translations and advance consideration

The Company has not yet determined the impact of these amendments on its financial statements.

BUCHANS RESOURCES LIMITED Notes to the Condensed Interim Carve-Out Consolidated Financial Statements For the three-month period ended March 31, 2017 Expressed in Canadian Dollars, unless noted.

4. RELATED PARTY TRANSACTIONS

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed.

The remuneration of Directors, who are the key management personnel of the Company, is set out below in accordance with IAS 24 ‘Related Party Disclosures’.

No fees were paid by the Group to directors for their services as directors of the Company in the three months ended March 31, 2017 or 2016.

No salaries were paid by the Company to any Directors of the Company in the three month periods ended March 31, 2017 or March 31, 2016, other than to Danesh Varma, Finance Director and Secretary of Minco was paid an amount $8,000 (2016 – $10,000), and Warren MacLeod, President of Buchans Minerals Corp., was paid an amount of $52,500.

The subsidiaries of the Company at March 31, 2017 are as follows:

Minco Mining Limited 9 Little Trinity Lane, London EC4V 2AN 100% Exploration Zacatecas Exploration Limited 9 Little Trinity Lane, London EC4V 2AN 100% Management services

BUCHANS RESOURCES LIMITED Notes to the Condensed Interim Carve-Out Consolidated Financial Statements For the three-month period ended March 31, 2017 Expressed in Canadian Dollars, unless noted.

5. SEGMENTAL ANALYSIS

Income/(loss) by geographical segment is as follows: March 31, 2017 March 31, 2016 $ $ Canada (148,373) (127,225) Ireland (43,752) (263,892) U.K. (34,580) (51,282) Mexico 9,491 7,500 Total (217,214) (434,899) Income tax expense - - Consolidated loss (217,214) (434,899) There was no revenue from operations earned during the three month periods ended March 31, 2017 or 2016.

Segment assets and liabilities by geographical segment is as follows: Assets Liabilities March 31, 2017 December 31, 2016 March 31, 2017 December 31, 2016 $ $ $ $ Canada 13,591,566 13,449,262 (190,986) (164,979) Ireland 651,916 632,059 (101,323) (128,201) U.K. 2,852,811 2,861,335 (62,275) (62,055) Mexico (investment in associate) 786,030 751,974 - - 17,882,323 17,694,630 (354,583) (355,235) Cash and cash equivalents 2,625,144 3,002,645 - - Consolidated 20,507,467 20,697,275 (354,583) (355,235)

Additions to non-current assets March 31, 2017 March 31, 2016 $ $ Canada 143,142 171,452 Ireland 15,519 5,885 U.K. 647 3,275 159,309 180,612 5. OPERATING LOSS March 31, 2017 March 31, 2016 $ $ General and administrative expenses of the Group comprise: Professional fees including audit and legal (69) (70) Company Directors’ remuneration expense (27) (27) Office expenses (89) (63) Investor and public relations (3) (12) Sundry expense (12) (23) (199) (195) Foreign exchange gain (35) (259) Operating loss before taxes (234) (454)

BUCHANS RESOURCES LIMITED Notes to the Condensed Interim Carve-Out Consolidated Financial Statements For the three-month period ended March 31, 2017 Expressed in Canadian Dollars, unless noted.

6. LOSS PER SHARE

Basic earnings/(loss) per share (0.00) (0.01) Diluted earnings/(loss) per share (0.00) (0.01)

7. EXPLORATION AND EVALUATION ASSETS

March 31, Additions December 31, Additions December 31, 2017 2016 2015 $ $ $ $ Buchans 8,257,022 98,788 8,158,234 577,547 7,580,687 Bobbys Pond 743,637 - 743,637 39,576 704,061 Woodstock 4,482,584 44,355 4,438,229 182,259 4,255,970 Ireland 614,653 15,519 599,134 231,105 368,029 UK 2,843,580 647 2,842,933 13,440 2,829,493 Total 16,941,476 159,309 16,782,167 1,043,927 15,738,240

All exploration and evaluation assets are carried at cost less any applicable impairment provision. The Directors reviewed the exploration and evaluation assets at March 31, 2017 and are satisfied that the fair value is not less than the carrying amount and that the exploration projects have potential to achieve mine production and positive cash flows. No impairment provision has been recognised.

Exploration and evaluation activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company/Group believe its operations are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations. The Group’s activities are also subject to a number of significant potential risks.

The realisation of the exploration and evaluation assets is dependent on the successful development of economic resources, including the ability to raise finance to develop the projects. Should this prove unsuccessful the value included in the balance sheet would be written off. The Directors are aware that by its nature there is an inherent uncertainty as to the value of the asset.

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BUCHANS RESOURCES LIMITED Notes to the Condensed Interim Carve-Out Consolidated Financial Statements For the three-month period ended March 31, 2017 Expressed in Canadian Dollars, unless noted.

8. EXPLORATION AND EVALUATION ASSETS (CONTINUED)

Buchans – Canada

Buchans is located in central Newfoundland and covers the former producing Buchans Mine and the Company’s undeveloped Lundberg deposit. The Buchans base metal project comprises four advanced base metal properties in the Buchans area of central Newfoundland that contain numerous exploration prospects; namely the 100% owned Buchans property (which contains the Lundberg deposit), the 100% owned Tulks North property (which contains the Daniels Pond deposit), the 100% owned Bobbys Pond property (which contains the Bobbys Pond deposit), and a 49% joint venture interest in the Tulks Hill property (which contains the Tulks Hill deposit).

The Bobbys Pond deposit, adjacent to Tulks North, is 100% owned by the Company, through its wholly-owned subsidiary Centrerock Mining Limited. Bobbys Pond is held under a mining lease with a 25 year term from 2004, which requires an annual lease payment of $29,000. The Bobbys Pond property is also subject to a 1% net smelter return royalty and a 2% net smelter royalty.

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BUCHANS RESOURCES LIMITED Notes to the Condensed Interim Carve-Out Consolidated Financial Statements For the three-month period ended March 31, 2017 Expressed in Canadian Dollars, unless noted.

8. EXPLORATION AND EVALUATION ASSETS (CONTINUED)

8. INVESTMENT IN ASSOCIATE – NOTE RECEIVABLE

The Group holds indirectly 30 million shares, representing an approximate 26% shareholding of Xtierra Inc., a company listed on the TSX Venture Exchange. The value of the Group’s share of net assets of Xtierra Inc. is $nil as a result of the Company’s accounting policy. The fair value of the investment in Xtierra as at June 6, 2017 based on market price of Xtierra shares on the TSX Venture Exchange was $1,200,000.

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BUCHANS RESOURCES LIMITED Notes to the Condensed Interim Carve-Out Consolidated Financial Statements For the three-month period ended March 31, 2017 Expressed in Canadian Dollars, unless noted.

9. INVESTMENT IN ASSOCIATE – NOTE RECEIVABLE (CONTINUED)

On July 26, 2016, the Company made an advance in the amount of US$50,000 and on December 8, 2016, the Company made a further advance in the amount of US$25,000 in Notes to fund Xtierra’s working capital and maintain its mineral properties. As at 31 December 2016, the Company had total Notes receivable from Xtierra in the amount of US$590,000 (2016 - US$559,000), and Pacific Road had notes receivable from Xtierra in the amount of US$691,000.

Subsequent to March 31, 2017, the Company made further advances to Xtierra in Notes in the aggregate amount of US$70,000.

The Notes are secured, pari-passu with Pacific Road Group of Funds (another significant shareholder of Xtierra), by the pledge by Xtierra of the shares of its wholly owned subsidiary Orca Minerals Limited, which indirectly holds Xtierra’s Mexican assets. The security includes various standard provisions, including the right of the lenders to enforce their security in an event of default, including default in payment on the notes when due, which enforcement remedies include foreclosure against the pledged shares of Orca Minerals Limited. Pacific Road has advised Xtierra that Pacific Road desires to see this process come to a conclusion in the near term and, in the absence of an acceptable outcome, Pacific Road reserves all its rights to demand repayment of the Notes and if necessary to initiate foreclosure actions.

10. TRADE AND OTHER RECEIVABLES

March 31, December 31, 2017 2016 $ $ Trade receivables and prepayments 112,341 114,231 Sales taxes receivable 30,358 34,140 142,699 148,371 The carrying value of the receivables approximates to their fair value. In the opinion of Directors the amounts above are considered to be fully recoverable.

11. CASH AND CASH EQUIVALENTS

March 31, December 31, 2017 2016 $ $ Cash 613,969 572,262 Cash equivalents 2,011,175 2,430,383 Immediately available without restriction 2,625,144 3,002,645

Cash and cash equivalents comprise cash balances held for the purposes of meeting short-term cash commitments and investments which are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value. Where investments are categorised as cash equivalents, the related balances have a maturity of three months or less from the date of investment. Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months, depending on the cash requirements of the Company, and earn interest at the respective short- term deposit rates at floating rates.

11. CASH AND CASH EQUIVALENTS (CONTINUED) 103

BUCHANS RESOURCES LIMITED Notes to the Condensed Interim Carve-Out Consolidated Financial Statements For the three-month period ended March 31, 2017 Expressed in Canadian Dollars, unless noted.

The currency profile of cash and cash equivalents at the end of the period was as follows:

March 31, December 31, 2017 2016 $ $ US Dollars 2,451,076 107,517 Canadian Dollars 101,190 68,225 Euro 31,268 2,803,787 Sterling 41,611 23,116 2,625,144 3,002,645

12. TRADE AND OTHER PAYABLES

March 31, December 31, 2017 2016 $ $ Trade creditors and accruals 194,583 195,235 Amounts due to related parties (Note 4) 160,000 160,000 354,583 355,235

It is the Group’s normal practice to agree terms of transactions, including payment terms, with suppliers and provided suppliers perform in accordance with the agreed terms, it is the Group’s policy that payment is made as they fall due. The carrying value of the trade creditors and accruals approximates to their fair value. The Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframe. The amounts due to related parties are due on demand, unsecured and non-interest bearing.

13. CAPITAL STOCK

The Company has authorized and unlimited number of common shares. At March 31, 2017 and December 31, 2016, 47,814,218 common shares were issued.

14. FINANCIAL INSTRUMENTS

The Group’s financial instruments comprise cash balances and various items such as trade receivables and trade payables which arise directly from trading operations. The Group also enters into derivative transactions, primarily warrants and convertible notes. The main purpose of these financial instruments is to provide working capital to finance Group operations. The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise. The Group’s cash balances are held in Euro, Sterling, US and Canadian Dollars.

The Group’s strategy for managing cash is to maximise interest income whilst ensuring its availability to match the profile of the Group’s expenditure. This is achieved by regular monitoring of interest rates and a monthly review of expenditure. The Group has a policy of not hedging and therefore takes market rates in respect of foreign exchange risk; however, it does review its currency exposures regularly and may consider the use of currency hedges in the future.

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BUCHANS RESOURCES LIMITED Notes to the Condensed Interim Carve-Out Consolidated Financial Statements For the three-month period ended March 31, 2017 Expressed in Canadian Dollars, unless noted.

14. FINANCIAL INSTRUMENTS (CONTINUED)

Interest rate risk The Group finances its operations through the issue of equity shares, and has no fixed interest rate agreements. The Group had $2,625,144 in cash and cash equivalents at March 31, 2017. A one percent change in interest rates will result in a corresponding change in interest income of approximately $26,251 based on cash equivalent balances existing at March 31, 2017.

Liquidity risk The Group’s liquidity exposure is confined to meeting obligations under short term trade creditor agreements. This exposure is financed from a combination of cash, additional issues of ordinary equity shares and other financing arrangements.

Capital management The primary objective of the Group’s capital management is to ensure that it maintains an adequate capital ratio in order to support its business and enhance shareholder value. The capital structure of the Group consists of issued share capital and reserves. The Group manages its structure and makes adjustments to it, in light of the changes in economic conditions. No changes were made in the objectives, policies or processes during the period ended March 31, 2017. The Group’s only capital requirement is its authorised minimum capital as a plc.

Foreign currency risk Although the Company is incorporated in Ireland, the Group has significant operations in UK, Canada and Mexico, none of which presently generate cash from operations, and holds cash investments in Euros, Sterling, Canadian or US Dollars. The functional currencies of the majority of the Group’s operations are UK Sterling, the Euro and the Canadian Dollar; the reporting currency of the Group is the US Dollar. However, the expenditure is not considered to be a monetary asset, and has been translated to the functional currency at the rates of exchange ruling at the dates of the original transactions. The Group also has transactional currency exposures. Such exposures arise from expenses incurred by the Group in currencies other than the functional currency.

The Group seeks to minimise its exposure to currency risk by closely monitoring exchange rates. The Group does not presently utilise swaps or forward contracts to manage its currency exposures, although such facilities may be used where appropriate in the future. The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the reporting dates are set out below. The net currency exposure of the gross monetary assets of the Group was as follows:

The impact of foreign currencies has been determined based on the balances of financial assets and liabilities at March 31, 2017. The sensitivity analysis includes outstanding foreign currency denominated monetary items and largely results from payables and receivables, and adjusts their translation at the period end for a 5% change in foreign currency rates. A five percent change in the US Dollar exchange rate could result in a foreign exchange impact to the net income of approximately $92,500 based on monetary assets and liability balances existing at March 31, 2017.

Credit risk With respect to credit risk arising from financial assets of the Group, which comprise of cash and cash equivalents. Cash deposits give risk to credit risks on the amounts due from counter-parties. The Company controls and monitors the distribution of this exposure by ensuring that all financial instruments are held with reputable and financially secure institutions and that exposure to credit risk is distributed across a number of institutions. At March 31, 2017 all cash, short term deposits had a maturity date of 30 days or less. Credit risk is actively managed across the portfolio of institutions by ensuring that material surplus funds are placed with counter-parties that are either covered by Government guarantee schemes or have a credit rating of at least BBB-.

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BUCHANS RESOURCES LIMITED Notes to the Condensed Interim Carve-Out Consolidated Financial Statements For the three-month period ended March 31, 2017 Expressed in Canadian Dollars, unless noted.

15. COMMITMENTS

The Company’s wholly-owned subsidiary Buchans Minerals Corporation has entered into a lease for its office premises, which expires on January 31, 2019. The yearly rental payments amount to approximately $160,000 approximately half of which the Company expects to recover from other corporations with some common directors and officers that share part of the office premises.

16. SUBSEQUENT EVENT

On June 1, 2017 Minco announced, under Rule 2.5 of the Irish Takeover Panel Act, Takeover Rules 2013, that Dalradian and Minco had reached agreement on the terms of the acquisition of Minco’s 2% net smelter return royalty on the Curraghinalt gold deposit currently being developed by Dalradian (the “Royalty Disposal”) in return for the issue of a total of 15,490,666 new Dalradian Shares valued at C$20,000,000, in total, based on the volume weighted average price of Dalradian shares on the Toronto Stock Exchange for the five trading day period ending on the day prior to March 21, 2017, (being the date Minco announced that it was in discussions with Dalradian regarding the possible disposal of the Royalty).

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BUCHANS RESOURCES LIMITED

CORPORATE INFORMATION AND ADVISERS

Directors John F. Kearney – Chairman & Chief Executive Danesh K. Varma – Chief Financial Officer Patrick Downey – Director Warren MacLeod – Director Terence McKillen – Director Peter McParland – Director Michael Power – Director

Company Secretary Neil J.F. Steenberg

Head Office 1805-55 University Avenue Toronto, Ontario, Canada M5J 2H7

Legal Adviser to Buchans Steenberglaw Professional Corporation 1805-55 University Avenue Toronto, Ontario Canada M5J 2H7

Financial Adviser to Buchans Fort Capital 1010 – 510 Burrard St . Vancouver, British Columbia Canada V6C 3A8

Auditors to Buchans UHY McGovern Hurley LLP 251 Consumer Road, Suite 800 North York, Ontario, Canada M2J 4R3

Registrars and Transfer Agent Computershare Investor Services Limited 510 Burrard Street 3rd Floor Vancouver, British Columbia Canada V6C 3B9

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