Amended No. 1 of Form 10-K
as filed with the Securities and Exchange Commission.



UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K

(mark
one)



☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2021



or



☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the transition period from ___________ to ________________



Commission
file number: 000-55755



WALL STREET ACQUISITIONS CORP

(Exact
name of registrant as specified in its charter)



|Delaware                              | 30-0965482             
|------------------------------------- | -----------------------
|(State
    or other jurisdiction      | (I.R.S.
    Employer   
|of
    incorporation or organization) | Identification
    No.)



c/o Jimmy Ramirez, 4440 S. Piedras Dr., Ste 136, San Antonio, TX 78228

(Address
of Principal Executive Offices)(Zip Code)



(973) 277 4239

(Registrant’s
telephone number, including area code)



Securities
registered pursuant to Section 12(b) of the Act:

None



Securities
registered under Section 12(g) of the Exchange Act:

Common
Stock, $0.0001 par value per share(Title of Class)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes
☐ No ☒



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes
☐ No ☒





1







Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

Yes
☒ No ☐



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).

Yes
☒ No ☐



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

Yes
☒ No ☐



Indicate
by check mark whether the Registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company.



|Large,
    accelerated filer ☐                                      | Accelerated
    filer ☐        
|------------------------------------------------------------------- | -------------------------------
|Non-accelerated filer ☐ (Do not check if smaller reporting company) | Smaller
    reporting company ☒



Emerging
Growth company ☒



If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐





Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.)

Yes
☐ No ☒



State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter. The aggregate market value of the registrant’s voting and non-voting common stock
held by non-affiliates of the registrant on December 31, 2021 cannot be determined because the shares are not actively traded on any
public market. 0



As
of December 31, 2021, the registrant had 133,333,333 shares of Common Stock, $0.0001 par value, issued and outstanding.



DOCUMENTS
INCORPORATED BY REFERENCE



A
description of “Documents Incorporated by Reference,” if any, is contained in Part IV, Item 15 of this Annual Report.



EXPLANATORY
NOTE



NONE





2







WALL STREET ACQUISITIONS CORP

2021 FORM 10-K ANNUAL REPORT



TABLE OF CONTENTS



|PART I   |                                                                                                                |    
|-------- | -------------------------------------------------------------------------------------------------------------- | ---
|         |                                                                                                                |    
|ITEM 1   | Business                                                                                                       | 4  
|ITEM1A   | Risk Disclosures                                                                                               | 7  
|ITEM1B   | Unresolved Staff Comments                                                                                      | 12 
|ITEM 2   | Properties                                                                                                     | 12 
|ITEM 3   | Legal Proceedings                                                                                              | 85 
|ITEM 4   | Mine Safety Disclosures                                                                                        | 85 
|         |                                                                                                                |    
|PART II  |                                                                                                                |    
|         |                                                                                                                |    
|ITEM 5   | Market for Registrant’s Common Equity, Related Stockholders’ matters and Issuer Purchases of Equity Securities | 85 
|ITEM 6   | Selected Financial Data                                                                                        | 86 
|ITEM 7   | Management’s Discussion and Analysis of Financial Condition and Results of Operations                          | 86 
|ITEM7A   | Quantitative and Qualitative Disclosures about Market Risks                                                    | 88 
|ITEM 8   | Financial Statements and Supplementary Data                                                                    | 88 
|ITEM 9   | Changes in and Disagreements with Accountants and Accounting and Financial Disclosure                          | 103
|ITEM9A   | Controls and Procedures                                                                                        | 103
|ITEM9B   | Other Information                                                                                              | 104
|         |                                                                                                                |    
|PART III |                                                                                                                |    
|         |                                                                                                                |    
|ITEM 10  | Directors, Executive Officers, and Corporate Governance                                                        | 104
|ITEM 11  | Executive Compensation                                                                                         | 105
|ITEM 12  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                 | 106
|ITEM 13  | Certain Relationships and Related Transactions and Director Independence                                       | 107
|ITEM 14  | Principal Accounting Fees and Services                                                                         | 107
|         |                                                                                                                |    
|PART IV  |                                                                                                                |    
|         |                                                                                                                |    
|ITEM 15  | Exhibits Schedules                                                                                             | 108
|ITEM 16  | 10K Summary                                                                                                    | 108





3







PART I



CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS



This 2021 Annual Report on Form
10-K, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and “Business,” contains “forward-looking statements” that include information relating to future events, future
financial performance, strategies, expectations, competitive environment, regulation, and availability of resources. These forward-looking
statements include, without limitation, statements regarding: proposed new products or services; our statements concerning litigation
or other matters; statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and
operating results and future economic performance; statements of management’s goals and objectives; trends affecting our financial
condition, results of operations or future prospects; our financing plans or growth strategies; and other similar expressions concerning
matters that are not historical facts. Words such as “may,” “will,” “should,” “could,”
“would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,”
“future,” “intends,” “plans,” “believes” and “estimates,” and similar expressions,
as well as statements in future tense, identify forward-looking statements.



Forward-looking statements should
not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which,
that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are
made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties
that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.
Important factors that could cause these differences include, but are not limited to:



| | ● | our inability to raise additional funds to support operations and capital expenditures;                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                   
| | ● | our inability to achieve greater and broader market acceptance of our products and services in existing and new market segments;                  
| |   |                                                                                                                                                   
| | ● | our inability to successfully compete against existing and future competitors;                                                                    
| |   |                                                                                                                                                   
| | ● | our inability to manage and maintain the growth of our business;                                                                                  
| |   |                                                                                                                                                   
| | ● | our inability to protect our intellectual property rights; and                                                                                    
| |   |                                                                                                                                                   
| | ● | other factors discussed under the headings ”Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.”



Forward-looking statements speak
only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update
forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information,
except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should
be drawn that we will make additional updates with respect to those or other forward-looking statements.



ITEM 1 - BUSINESS



With respect to this discussion,
the terms “we” “us” “our” and the “Company” refer to Wall Street Acquisitions Corp, a
Delaware corporation.



(a) Corporate History and Background.



Wall Street Acquisitions Corp (the
“Company”) was incorporated on December 2, 2016 under the laws of the State of Delaware to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception.
To date, the Company’s activities have been limited to issuing shares and filing a registration statement on Form 10 pursuant to
the Securities Exchange Act of 1934. The Company was formed to provide a method for a foreign or domestic private company to become a
reporting company with a class of securities registered under the Securities Exchange Act of 1934.





4







On March 21, 2017, the Company registered
its common stock on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”)
and Rule 12(g) thereof which became automatically effective 60 days thereafter.



The Company files with the Securities
and Exchange Commission periodic and current reports under Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and
annual reports Form 10-K.



On September 06, 2019 Franklin Ogele,
acquired at $0.0001 par value, 1,000,000 shares of common stock of the Company from Chima E. Chima. As a result of the transaction, Franklin
Ogele became the holder of all the issued and outstanding 20,000,000 shares of common stock of the Company.



On September 17, 2019 WSAC pursuant
to certain Share Purchase and Merger Agreement, (the “Purchase and Merger Agreement”), acquired all the issued and outstanding
shares of WSA Gold & Minerals, Inc., a Texas corporation (“WSA Gold”) and owner of certain mining properties, in a stock-for-stock
exchange transaction and effected a merger with the Company, pursuant to which the Company is the surviving entity. Under the Purchase
and Merger Agreement, WSAC shall issue Jimmy Ramirez 113,333,333 in exchange for 20,000,000 shares of WSA common stock and shall issue
to Franklin Ogele 20,000,000 shares of common stock. This will result in 85% or 113,333,333 shares held by Jimmy Ramirez and 15% or 20,000,000
shares held by Franklin Ogele for a total of 133,333,333 issued and outstanding shares.



As a result of the transaction,
on September 17, 2019 Franklin Ogele stepped down as President/CEO and Member of the Board of Directors of the Company effective September
17, 2019. Chima E. Chima also stepped down as Vice President, Secretary and Member of the Board of Directors of the Company effective
September 17, 2019. Mr. Jimmy Ramirez was elected Member of the Board of Directors and appointed as President and CEO of the Company.
Franklin Ogele was elected Member of the Board of Directors and appointed as Vice President and Secretary of the Company.



(b) Business of Issuer.



Business Overview



We intend to devote substantially
all of our efforts on establishing our business plan and continuing to grow our operations in the mineral exploration sector. We do not
have sufficient capital to operate our business and will require additional funding to sustain operations through December 2021. There
is no assurance that we will be able to achieve revenues sufficient to become profitable.



Employees



As of December 31, 2021 we had
no full-time employees and two part-time employees. We expect no significant changes in the number of our employees in the next twelve
(12) months.



Competition



We are an exploration stage mineral
resource exploration company that competes with other mineral resource exploration companies for financing and for the acquisition of
mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources
than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties
of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to
afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors
having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development.
This competition could adversely impact our ability to achieve the financing necessary for us to acquire mineral property interests and
conduct exploration activities.





5







We will also compete with
other mineral exploration companies for financing from a limited number of investors that are prepared to make investments in mineral
exploration companies. The presence of competing mineral exploration companies may adversely impact on our ability to raise additional
capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based
on the merit of the mineral properties under investigation and the price of the investment offered to investors.



Government Regulation and Standards



There are several governmental
regulations that materially restrict the exploration for minerals and the extraction of minerals and any related mining activities in
the United States. The Company will be subject to the mining laws and regulations in force in the United States (as well as any other
jurisdiction wherein a future-acquired property is located). In order to comply with applicable regulations, the Company may be required
to obtain work permits, post bonds, and perform remediation work for any physical disturbance to land.



Additionally, the Dodd–Frank
Wall Street Reform and Consumer Protection Act signed into law in July of 2010, includes a requirement for certain companies using “conflict
minerals” in the manufacturing of, or contracting to manufacture, products to publicly disclose the source of the conflict mineral.
The conflict mineral list currently includes columbite-tantalite, cassiterite, wolframite, and gold mined in the Democratic Republic of
Congo and several surrounding central African countries. These companies reporting obligations begin with the 2013 calendar year, with
the initial reports due in May 2014. The Company currently has no business operations, nor intent to engage in business development activity,
within the covered region. The Company is currently focused on development of mineral properties primarily in United States. However,
the Company may incur costs related to its future customers’ compliance with the law, including, but not limited to: (i) assist
future mineral purchase customers by creating and maintaining adequate chain of custody records relating to minerals mined by the Company
to establish that they are not conflict minerals, and (ii) provide information to customers for their own conflict mineral reports and
audits.



As a general matter, management
of the Company will attempt to ensure that all budgets for exploration programs include a contingency for regulatory compliance.



Emerging Growth Company



We are and we will remain an
“emerging growth company” as defined under The Jumpstart Our Business Startups Act (the “JOBS Act”),
until the earliest to occur of (i) the last day of the fiscal year during which our total annual revenues equal or exceed $1 billion (subject
to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of our initial public offering, (iii)
the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt securities, or (iv)
the date on which we are deemed a “large accelerated filer” (with at least $700 million in public float) under the
Securities and Exchange Act of 1934, as amended (the “Exchange Act”).



As an “emerging growth
company”, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally
to public companies. These provisions include:



| | ● | only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis” disclosure;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | reduced disclosure about our executive compensation arrangements;
| | - | -----------------------------------------------------------------



| | ● | no requirement that we hold non-binding advisory votes on executive compensation or golden parachute arrangements; and
| | - | ----------------------------------------------------------------------------------------------------------------------



| | ● | exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.
| | - | ----------------------------------------------------------------------------------------------------------------------





6







We have taken advantage of some
of these reduced burdens, and thus the information we provide stockholders may be different from what you might receive from other public
companies in which you hold shares.



In addition, Section 107 of the
JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the
adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to
“opt out” of such extended transition period, and as a result, we will comply with new or revised accounting standards on
the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides
that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.



Notwithstanding the above, we
are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer,
or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million
and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered
a “smaller reporting company”, at such time as we cease being an “emerging growth company”, the
disclosure we will be required to provide in our SEC filings will increase but will still be less than it would be if we were not considered
either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging
growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures
in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act (“SOX”) requiring that independent
registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and
have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide
two years of audited financial statements in annual reports.



ITEM 1A – RISKS FACTORS



An investment in our common stock
involves a number of very significant risks. You should carefully consider the following known material risks and uncertainties in addition
to other information in this prospectus in evaluating our company and its business before purchasing shares of our company’s common
stock. You could lose all or part of your investment due to any of these risks.



RISKS RELATING TO OUR COMPANY



Our auditors have expressed substantial
doubt about our ability to continue as a going concern.



Our audited financial statements
for the year ended December 31, 2021 were prepared assuming that we will continue our operations as a going concern. We were incorporated
on July 10, 2009, and do not have a history of earnings. As a result, our independent accountants in their audit report have
expressed substantial doubt about our ability to continue as a going concern. Continued operations are dependent on our ability to complete
equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable
terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.



There is uncertainty regarding
our ability to continue as a going concern, indicating the possibility that we may be required to curtail or discontinue our operations
in the future. If we discontinue our operations, you may lose all of your investment.



We have an accumulated deficit
of $(233,615) from our inception on December 2, 2016 to December 31, 2021 and have completed only the preliminary exploration stages
of our business plan. We anticipate incurring additional losses before realizing any revenues and will depend on additional financing
in order to meet our continuing obligations and ultimately, to attain profitability. We anticipate that our current cash assets will be
extinguished by December 31, 2021. The financial statements do not include any adjustments that might result from the uncertainty about
our ability to continue our business. If we are unable to obtain additional financing from outside sources and eventually produce enough
revenues, we may be forced to sell our assets, or curtail or discontinue our operations. If this happens, you could lose all or part of
your investment.





7







We are in an early stage of development.
If we are not able to develop out business as anticipated, we may not be able to generate revenues or achieve profitability and you may
lose your investment.



We have no production, no customers,
and we have not earned any revenues to date. Our business prospects are difficult to predict because of our limited operating history,
early stage of development, and unproven business strategy. Our primary business activities will be focused on exploration of the mining
interests. Although we believe that our business plan has significant profit potential, we may not attain profitable operations and our
management may not succeed in realizing our business objectives. If we are not able to develop out business as anticipated, we may not
be able to generate revenues or achieve profitability and you may lose your investment.



We expect to suffer losses in the
immediate future that may cause us to curtail or discontinue our operations.



We expect to incur operating losses
in future periods. These losses will occur because we do not yet have any revenues to offset the expenses associated with the development
of mining properties, and our business operations, generally. We cannot guarantee that we will ever be successful in generating revenues
in the future. We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations. There
is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with
no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing
these risks, our business will almost certainly fail.



We may not be able to execute our
business plan or stay in business without additional funding.



Our ability to generate future
operating revenues depends in part on whether we can obtain the financing necessary to implement our business plan. We will likely require
additional financing through the issuance of debt and/or equity in order to establish profitable operations, and such financing may not
be forthcoming. If such conditions and constraints continue or if there is no investor appetite to finance our business, we may not be
able to acquire additional financing through credit markets or equity markets. Even if additional financing is available, it may not be
available on terms favorable to us. At this time, we have not identified or secured sources of additional financing. Our failure to secure
additional financing when it becomes required will have an adverse effect on our ability to remain in business.



The loss of the services of Jimmy
Ramirez, our President and Chief Executive Officer, Franklin Ogele, Chief Financial Officer, or our failure to timely identify and retain
competent personnel could negatively impact our ability to develop our properties.



The development of our business
will continue to place a significant strain on our limited personnel, management, and other resources. Our future success depends upon
the continued services of our executive officers who are developing our business, and on our ability to identify and retain competent
consultants and employees with the skills required to execute our business objectives. The loss of the services of Jimmy Ramirez, our
President and Chief Executive Officer, Franklin Ogele, or our failure to timely identify and retain competent personnel could negatively
impact our ability to develop our website and sell our services, which could adversely affect our financial results and impair our growth.



We are a mineral exploration business
in the exploration stage, with no experience in the market, and failure to successfully compensate for this inexperience may adversely
impact our operations and financial position.



By industry standards, there are
generally four types of mining companies. We are considered an “exploration stage” company. Typically, an exploration stage
mining company is focused on exploration to identify new, commercially viable gold deposits. “junior mining companies” typically
have proven and probable reserves of less than one million ounces of gold, generally produce less than 100,000 ounces of gold annually,
and/or are in the process of trying to raise enough capital to fund the remainder of the steps required to move from a staked claim to
production. “Mid-tier” and large mining “senior” companies may have several projects in production plus several
million ounces of gold in reserve.



As a mineral exploration business,
in a highly competitive industry. We have little operating history, few substantial tangible assets, no customer base, and no revenue to
date. This makes it difficult to evaluate our future performance and prospects. Our prospectus must be considered in light of the risks,
expenses, delays and, difficulties frequently encountered in establishing a business in a depressed industry characterized by intense
competition, including:





8







| | ● | our business model and strategy are still evolving and are continually being reviewed and revised;                                                                                  
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ● | we may not be able to raise the capital required to develop our initial customer base and reputation;                                                                               
| | ● | we may not be able to successfully implement our business model and strategy; and                                                                                                   
| | ● | our management consists of two people: Jimmy Ramirez who serves as our President and Director, and Franklin Ogele who serves as our Chief Financial Officer, Secretary and Director.



We cannot be sure that we will
be successful in meeting these challenges and addressing these risks and uncertainties. If we are unable to do so, our business will not
be successful and the value of your investment in our company will decline.



Our failure to protect our mineral
property rights may significantly impair our competitive advantage.



Our success and ability to
compete depend in large part upon protecting our mineral property rights. We rely on a combination of fund-raising deferred
financing to protect our property rights. The steps we have taken may not be sufficient to prevent the expiration of these
rights.



We may face costly claims against
our mineral property rights, the result of which would decrease the amount of cash we would anticipate to operate and complete our business
plan.



We anticipate that from time to
time we could receive communications from third parties asserting that they have certain property rights. If anticipated claims arise,
we will evaluate their merits. Any claims brought by third parties could result in protracted and costly litigation, which could result
in substantial cost to us and diversion of our resources, may be necessary to enforce our property rights or to defend us against claims
by others. Any litigation could have a material adverse effect on our business, financial condition, and results of operations.



We incur costs associated with
SEC reporting compliance, which may significantly affect our financial condition.



The Company made the decision to
become an SEC “reporting company” in order to comply with applicable laws and regulations. We incur certain costs of compliance
with applicable SEC reporting rules and regulations including, but not limited to attorneys’ fees, accounting and auditing fees,
other professional fees, financial printing costs and Sarbanes-Oxley compliance costs in an amount estimated at approximately $45,000
per year. On balance, the Company determined that the incurrence of such costs and expenses was preferable to the Company being in a position
where it had very limited access to additional capital funding.



The nature of mineral exploration
and production activities involves a high degree of risk and the possibility of uninsured losses that could materially and adversely affect
our operations.



Exploration for minerals is highly
speculative and involves greater risk than many other businesses. Many exploration programs do not result in the discovery of mineralization
and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Few properties that are explored
are ultimately advanced to the stage of producing mines. Our future exploration efforts will be subject to all of the operating hazards
and risks normally incident to exploring for and developing mineral properties, including, but not limited to:



| | ● | Economically insufficient mineralized material;                    
| | - | -------------------------------------------------------------------
| |   |                                                                    
| | ● | Fluctuations in production costs that may make mining uneconomical;
| |   |                                                                    
| | ● | Labor disputes;                                                    
| |   |                                                                    
| | ● | Unanticipated variations in grade and other geologic problems;     





9







| | ● | Environmental hazards;                                        
| | - | --------------------------------------------------------------
| |   |                                                               
| | ● | Water conditions;                                             
| |   |                                                               
| | ● | Troublesome surface or underground conditions;                
| |   |                                                               
| | ● | Industrial accidents;                                         
| |   |                                                               
| | ● | Metallurgical and other processing problems;                  
| |   |                                                               
| | ● | Mechanical and equipment performance problems;                
| |   |                                                               
| | ● | Failure of pit walls or dams;                                 
| |   |                                                               
| | ● | Unusual or unexpected rock formations;                        
| |   |                                                               
| | ● | Personal injury, fire, flooding, cave-ins, and landslides; and
| |   |                                                               
| | ● | Decrease in reserves due to a lower gold price.               



Any of these risks can materially
and adversely affect, among other things, the development of mineral properties, production quantities and rates, costs and expenditures,
and production commencement dates. We currently have no insurance to guard against any of these risks. If we determine that capitalized
costs associated with any of our mineral interests are not likely to be recovered, we would incur a write-down of our investment in these
interests. All of these factors may result in losses proportionate to amounts spent, which may not be recoverable.



The potential profitability of
mineral ventures depends in part upon factors beyond our control and even if we discover and exploit mineral deposits, we may never become
commercially viable, and we may be forced to cease operations.



The commercial feasibility of mineral
properties is dependent upon many factors beyond our control, including the existence and size of mineral deposits in the properties we
explore, the proximity and capacity of processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production,
and environmental regulation. These factors cannot be accurately predicted and any one or more of these factors may result in our Company
not receiving an adequate return on invested capital. These factors may have material and negative effects on our financial performance
and our ability to continue operations.



Mineral exploration and development
activities are subject to comprehensive regulation, which may cause substantial delays or require capital outlays in excess of those anticipated,
causing an adverse effect on our company.



Mineral exploration and development
activities are subject to various laws, regulations and policies governing prospecting, mine development, mineral production, removal,
and transport of natural resources, as well as discharge of materials into the environment. Mining activities are also subject to various
regulations regarding taxation, import and export, labor standards, occupational health standards, safety standards, waste disposal, toxic
substances, land use, water use, environmental protection, and other matters.



Permits from various foreign, federal,
state, provincial and local governmental authorities are required for mining operations to be conducted, and no assurance can be given
that such permits will be successfully obtained. Environmental and other legal standards imposed by governmental authorities may be changed,
and any such change may prevent us from conducting planned activities, or increase our costs of doing so, which could have material adverse
effects on our business. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those
anticipated, thus causing an adverse effect on our business operations. Additionally, we may be subject to liability for pollution or
other environmental damages, which we may not be able to insure against due to prohibitive premium costs and other financial and practical
considerations. Any laws, regulations, or policies of any government body or regulatory agency may be changed, applied, or interpreted
in a manner which will alter and negatively affect our ability to carry on our business. We cannot assure you that new rules and regulations
will not be enacted, or that existing rules and regulations will not be applied in a manner which could limit or curtail our exploration
or development activities on our properties.





10







We believe that we are in compliance
with all material laws and regulations that currently apply to our activities, but there can be no assurance that we can continue to remain
in compliance. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations,
or that we will be able to obtain them on reasonable terms. To the extent such necessary approvals are required and are not obtained,
we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties.



Due to the lack of a trading
market for our common stock, it will limit the ability of our stockholders to liquidate their investment.



Our common stock is not quoted
on any public market. There is no assurance that a significant trading market will develop, or, if developed, that it will be sustained.
Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire
to do so when eligible for public resale.



The OTCQB is a regulated quotation
service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCQB is not an issuer
listing service, market, or exchange. Although the OTCQB does not have any listing requirements per se, to be eligible for quotation on
the OTCQB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market makers are not permitted
to begin quotation of a security whose issuer does not meet this filing requirement. If no market is ever developed for our common stock,
our stockholders will have difficulty selling their shares. In such a case, stockholders may find that they are unable to achieve any
benefit from their investment or liquidate their shares without considerable delay, if at all.



We may, in the future, issue
additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.



Our Articles of Incorporation authorize
the issuance of 600,000,000 shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage
of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis.
The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value
of the shares held by our investors and might have an adverse effect on any trading market for our common stock.



The issuance of preferred stock
could adversely affect the voting power or other rights of the holders of our common stock.



Our Articles of Incorporation currently
does not authorize the issuance of shares of preferred stock with designations, rights, and preferences; however, the Bylaws of the Company
does authorize the Company to issue preferred shares as determined from time to time by our directors. Accordingly, our directors are
empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting, or other rights which
could adversely affect the voting power or other rights of the holders of the common stock. In the event of issuance, the preferred stock
could be utilized, under certain circumstances, as a method of discouraging, delaying, or preventing a change in control of the Company.





11







Our common shares may be subject
to the “Penny Stock” Rules of the SEC and the trading market in our securities is limited, which makes transactions in our
stock cumbersome and may reduce the value of an investment in our stock.



Under U.S. federal securities legislation,
our common stock will likely constitute “penny stock” if and when is quoted on the OTCQB. Penny stock is any equity security
that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless
exempt, the rules require that a broker or dealer approve a potential investor’s account for transactions in penny stocks, and the
broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny
stock to be purchased. In order to approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain
financial information and investment experience objectives of the person and make a reasonable determination that the transactions in
penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock,
a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on
which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject
to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline
in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings
and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations
for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited
market in penny stocks.



Because we do not presently intend
to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell
them.



For the indefinite future, we intend
to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends
on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their
shares unless they sell them.



ITEM 1B UNRESOLVED
STAFF COMMENTS



None.



ITEM 2 PROPERTIES



Our principal offices are located
at our principal office is located at 4440 S. Piedras Drive, Suite 136, San Antonio, Texas 78228. We
do not currently lease or own any other real property. We intend to commence excavation of our mining properties with the funds raised
in this Offering. See “Use of Proceeds”



We currently own titles AND/OR deeds
to ten (10) mining properties: namely, Yellow Aster, Fat Mule Flats, Cobin, Jasper, Barracks Nine, Eclipse, Fortuna, Purple Heart, Blackmoor,
and the New River Mine.



EXPLORATION
PLANS APPLICABLE TO ALL OUR MINES



The
Company’s project is broken down into 4 phases: Planning, implementation, production, and closure. The Company is currently in
the planning phase where conceptual studies have been conducted and pre-feasibility studies are underway. Currently the Company has topographic
maps, preliminary maps displaying claim boundaries, purchased claims, conducted site visits, and started geologic studies by conducting
surface samples and mapping of major structures along with surface deposits of 23 minerals. Research and press releases by offset mines
and historical geological findings have been reviewed and incorporated into the decision making. The next step will be a feasibility
study where more field data will be collected, analyzed, and used to move to the next phase of the project. Design a safe, environmentally
sound, and economically viable plan for the extraction of minerals. The Implementation phase will take all previously assembled data
and finalize all previous plans before construction begins. Equipment will be purchased, and processing plant will be built and tested.
During the Production phase ore will be processed commercially. Staff will be ramped up and improvements will be made to the process
as data is collected. During the closure phase all environmental concerns will be addressed before abandonment.



Initial plans
include drilling a minimum of 8 bore holes to collect core samples to a depth of 400’. The projected timeline will be 12 months
from initial funding to allow for permitting, construction of drill pads and the drilling of core. Analysis of samples will take an additional
3 months and will be conducted by multiple groups. Just Refiners Inc will analyze core samples and develop an efficient and economic
system for mineral extraction. Just Refiners (USA) Inc was incorporated in 1993. Just Refiners is situated in Sparks, Nevada and is currently
expanding into processing spent carbon in house. The main core of Just Refiners is to provide a service to the mining industry by receiving,
preparing, sampling, and processing their by-product materials. CJHx4 Consulting will have geologist oversee coring program and log core.
CJHx4 Consulting was established in 2014 and has assisted clients in both mining and hydrocarbon exploration. Two independent assay labs
will be used to compare core samples. Drilling will be conducted by Boart Longyear with over 130 years in the drilling industry.
The coring project is budgeted at $2.5M and will include all 10claims in the Tonopah, NV mining district.





12











After
completion of the coring project, an additional 2 years will be spent updating geologic database, improving geologic models, and collecting
geotechnical data from core samples for use in mine design. Environmental Studies and permitting will take 24 months with an expected
costs of $200,000. Additional resources will be used for equipment planning and optimization. A centralized facility
would be optimal due to close proximity of claims. Geologic work will be carried out by CJHx4 Consulting, other work will be carried
out by various engineering firms on an as needed basis. Estimated budget is $1,800,000. The exploration will be funded from the proceeds
of 3,000,000 shares of common stock offering which Form S-1 registration is currently pending before the SEC.



Once
all feasibility studies have been completed, the Company will move to the implementation phase and work on final mine design and begin
construction. The timeline and budget of this will depend on results from the feasibility studies conducted in the planning phase and
exploratory drilling. Due to the size, cost of processing equipment and layout the cost are expected to be high. Lastly the mines will
move into the production phase and start operations.





SAMPLING PROCEDURES
APPLICABLE TO ALL OUR MINES



Samples were analyzed using a Niton
XL3T 980 GOLDD+ XRF, Serial #55948 that was calibrated by Thermo Scientific on April 5, 2019. Samples were taken on 100 ft grid spacing
vs 100M used in conventional Greenfields Exploration technics over the entire surface where safe to do so for each of the claims. At the
start of each day and periods where the gun was off for more than 30 minutes the XRF was recalibrated using self-calibration then checked
against a check sample with 1.25 Cr and .5 Mo. Additional calibrations were performed periodically throughout the day as altitude varied
more than 1,000’ and/or temperatures changed more than 20 degrees Fahrenheit using a check sample with 1.25 Cr and .5 Mo. The XRF
was primarily used by a technical staff with prior XRF field experience. Sample collection was conducted with direct supervision by Mr.
Corey Holton who has over 12 years working with both fixed and handheld XRF machines within the lab and field environments. Mr. Holton
worked on the RUFF database from 2009-2010 in its infancy analyzing thousands of mineral compositions by XRF and XRD in a lab setting
building a Spectro database. Samples were prepared in the following manner for rock faces of outcrops fresh surfaces were exposed using
a rock hammer and the XRF was placed perpendicular to the face and a minimum of 30 seconds of data collection were taken to increase the
accuracy of the readings. For areas where only quaternary alluvium was present holes were dug at a minimum depth of 6 inches below the
surface to eliminate windblown deposits and uv altered samples. Sample materials were gathered pulverized and sampled for a minimum of
30 seconds. If any single sample was significantly different than surrounding data multiple samples were taken and averaged for the given
sample location. If a sample was an extreme outlier or determined to be a false reading it was removed from the analysis. The XRF and
tools were cleaned using alcohol pads between each sample location to minimize contamination between samples. Spectrographs were created
for each sample and are included in Appendix C of the NI 43-101 Technical Report. XRF sampling is often used in exploration and is rapid
compared to assay with a maximum error of 20%, although calibration and longer analysis times have proven to be 98% accurate as compared
to assay analysis. All gross numbers presented in the NI 43-101 Technical Report were further reduced by 25% from original sample values.
The XRF has been used in labs and the field for more than two decades and has shown that if used properly can have highly accurate results.
Cross contamination has been shown to occur in both traditional assay and XRF therefore proper cleaning and preparation of each sample
is critical. Mineral Resource and Ore Reserve Estimation – The AusIMM Guide to Good Practice (2nd Ed) speaks to
the reliability and validity of portable X-ray fluorescence spectrometry data. During the past 10 years the sample databases for XRF have
improved resulting in a greater acceptance of XRF data for reserve studies.



Data came from two separate programs
and were manually merged into a database using Microsoft Excel. The data was then scrutinized to remove any obvious errors, whether it
was sample exposure time, or erroneous readings. This data was then manually brought into mapping software and double verified data to
ensure there were no errors while migrating data. With approximately 100 ft grid spacing between sample points, it was determined that
mapping using least squares algorithm produced the best fit maps for the collected data. Grid flexing was enabled to model data beyond
the data points to extend past the mine; although this adds some ambiguity to the edge data it produced much cleaner maps. All data points
were created using GIS data collected from the Garmin E-trex 30x coupled with ppm reading recorded from the Niton GOLDD XRF. Surface outcrops
were also mapped by hand to help understand subsurface geology. The output maps with their full analysis are shown in the following section.







13







Mine 1 – Yellow Aster



A picture containing graphical user interface

Description automatically generated



Pursuant to the Purchase and Merger
Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral
interests found the Yellow Aster Mine Property located in Tonopah, Nevada in Nye County.



| | ● | The Probable Gross Gold Reserves are 2,214,249.62 oz based on projected
200 feet excavation.
| | - | --------------------------------------------------------------------------------------------



| | ● | Property Description and Ownership
| | - | ----------------------------------



Yellow Aster Mine is a lode mine.
As defined by the U.S. Department of the Interior Bureau of Land Management, deposits subject to lode claims include classic veins or
lodes having well-defined boundaries. They also include other rock in- place bearing valuable minerals and may be broad zones of mineralized
rock. Examples include quartz or other veins bearing gold or other metallic minerals and large volume, but low-grade disseminated gold
deposits. Descriptions are by metes and bounds surveys beginning at the discovery point on the claim and including a reference to natural
objects or permanent monuments. Federal statute limits their size to a maximum of 1500 feet in length, and a maximum width of 600 feet
(300 feet on either side of the vein).





14







The general course of this claim
is North and South, and it is situated in the NE Quarter of Section 28, Township 3N, Range 42E, Mount Diablo Meridian, Nye County, Nevada.
This claim is 600 feet in width and 1,500 feet in length. This claim runs from the location monument on which this location notice is
posted approximately 1,200 feet in a Northerly direction to the North end line and approximately 300 feet in a Southerly direction to
the South end line. This claim is marked by four (4) monuments, one at each corner of the claim. Additionally, there are two (2) end-line
markers on each side of the center of the claim. All markers are 4” x 4” wooden posts that are buried 1.5’ in the ground
and protrude 4.5’ above the ground embossed with the name of the claim and its location in relation to the claim.



The location monument on which this
notice is posted is situated within Section 28, Township 3N, Range 42E, Mount Diablo Meridian, Nye County Nevada and this claim encompasses
portions of the following quarter section (s), Township (s), and Range (s); NE 1/4 of NE 1/4, and SE 1/4 of NE 1/4 Section 28, T3N, R42E,
Mount Diablo Meridian, Nye County Nevada. The locality of this claim with reference to some natural object or permanent monument and additional
information (if any) concerning its locality are as follows: NE corner of this claim is 300 Feet West and 55 Feet South of the NE corner
of Section 28, T3N, R42E, thence heads due South for 1,500 feet to the SE corner of this claim, thence due West for 600 feet to the SW
corner of this claim, thence due North for 1,500 feet to the NW corner of this claim, thence due East 600 feet to the place of beginning,
the NE corner.



WSA Gold & Minerals, Inc. acquired
a 100% undivided, transferable interest in Serial No. NMC1186294 in the NE Quarter of Section 28, Township 3N, Range 42E, Mount Diablo
Meridian, Esmeralda County, Nevada from Gateway Gold & Minerals, Inc.



Yellow Aster Mine



|Serial Number | Lead Serial Number | Claim Name            | County | Disposition | Case Type | Last Assessment | Location Date | Meridian Township Range Section | Subdivision
|------------- | ------------------ | --------------------- | ------ | ----------- | --------- | --------------- | ------------- | ------------------------------- | -----------
|NMC1186294    | NMC1186292         | YELLOW ASTER
    MINE | NYE    | ACTIVE      | LODE      | 2020            | 01/03/2019    | 21 0030N
    0420E
    028      | NE         



| | ● | Location and Access
| | - | -------------------



The property is almost entirely
within the boundaries of the municipality of Tonopah Nevada. The property is readily accessible via Highway 95 from Las Vegas to the South
or Hwy’s 95/6 from the North/West from Northern Nevada/Reno or Bishop California, and from Highway 6 from the east which intersects
highway 95 in the heart of Tonopah. This mine can be accessed by dirt roads using an ATV (all-terrain vehicle) or four-wheel drive vehicle
and a GPS, main dirt roads leading through the mining district are maintained, but two track roads to the individual mines are often difficult
to traverse. Caution is mandatory within the entire valley as it is dotted with abandoned mines – some of them are easy to see from
a distance, and other are impossible to see until you are right on top of them. 20% of them are roped or fenced off – the rest do
not have safety barriers and one should be extremely careful in entering them. Being situated in the high desert there are limited water
sources in the area throughout 10 months out of the year.





15







| | ● | Regional Geology
| | - | ----------------



Tonopah is located slightly inboard
of the western margin of the Basin and Range province, and on the eastern margin of the “Walker Lane”, a zone of Miocene structural
deformation trending northwest to southeast parallel to the trend of the Sierra Madre Mountains in Eastern California. The Walker Lane
can best be characterized as a broad zone of abundant strike-slip right-stepping faulting. The trend of the pre-Tertiary geologic units
over much of the Walker Lane exhibits an arcuate pattern as a result of the influence of two major structural regimes. A series of these
arcs have been identified by past workers with the Tonopah area having been identified as being within the Silver Peak-Palmetto- Montezuma
Oroflex (Albers & Stewart 1972). The oroflex is described as southward convex with bedding, fold axes and faults trending to the northwest
in the Silver Peak Range, trending east-west in the Palmetto Mountains and swinging around to the Northeast in the Montezuma Peak region.
The Tonopah area lies on the eastern limb of the oroflex. The Walker Lane is also noted as being particularly well endowed with mineral
deposits and the coincidence of these two structural regimes has created favorable plumbing, which is responsible for the high frequency
of deposits in the region.



To the west of Tonopah, the White
Mountains represent the westernmost range of the central Basin and Range province. They are situated to the east of the unextended Sierra
Nevada Range and represent a crustal block that is bounded along its western flank by the high-angle White Mountains fault zone, with
up to 8 km of total dip-slip displacement. Miocene volcanic rocks preserved along the eastern side of the range unconformably overlie
Mesozoic granitic basement and dip up to 25° to the east, tilting occurred in the middle Miocene. The early geology of the general
Tonopah region is relatively simple with the earliest Cambrian and Precambrian rocks comprised primarily of distal maritime facies - limestones,
and dolomites with some hornfelsed shales. These are in fault contact with Ordivician limestones, argillites, and shales. From this point
in time forward things become increasingly complex due to extensive volcanism in possibly alternating terrestrial and lacustrine settings.
None of the Cambrian or Precambrian rocks outcrop in the immediate Tonopah area but fragments of these lithologies are present in volcanic
breccias locally, so it is believed they form the basement of the volcanic complex.



| | ● | Property Geology
| | - | ----------------



The local geology is extremely well
documented with geological investigations going back as early as 1905 when Spurr first published his voluminous observations of the camp.
Spurr continued his work in the camp well into the 1920’s, followed by Bastin and Laney (1918), and later Nolan in 1930 published
a study of the mines in the western part of the camp, and later expanded on this work, publishing a study that encompassed the entire
camp in 1935. Later work was done in the area by Bonham (1970) and Bonham & Garside (1974 & 1979) during the time that work was
carried out by Summa, Tenneco, and Houston Oil and Minerals. The earlier workers in the area had the distinct advantage of having the
bulk of the mine workings available at one time or another for inspection, while the later workers had the ability to draw from all the
earlier well-documented work.



Given the nature of this primarily
felsic volcanic center, and the considerable alteration that has taken place prior, during and possibly somewhat after the mineralizing
events, the geology of the camp is quite complex, and deciphering the history of the geology and mineralization of the area is only possible
due to the thorough the attention paid to detail and the recording of these findings by earlier workers.



| | ● | Mineralization
| | - | --------------



The “Early” andesite
of the Mizpah formation is almost exclusively the host rock for mineralization, however Bonanza style lode mineralization of the epoch
does extend into the later andesite and in certain mines above the Mizpah into the Extension Breccia, the West End Rhyolitic intrusive
and into the Fraction Tuff. From relative positioning and age dating it has been established that the earliest mineralizing event occurred
between 20.5m.y. to 17m.y. before present.



The later mineralization event occurred
around the end of the emplacement of the Fraction Tuff. At Three Hills the gold bearing discontinuous, irregular, narrow, brecciated chalcedony
quartz veinlets, and stockworks occur in a zone of pervasive silicification of the Siebert Formation immediately above the contact with
the Fraction Tuff. At Hasbrouck, some gold-silver mineralization is seen within the Fraction Tuff, near its contact with the overlying
Siebert formation, which hosts the bulk of the gold- silver mineralized veinlet and stockwork deposits.





16







These occur as erratic bodies of
hydrothermal breccia accompanied by strong pervasive silicification with associated adularia and pyrite. Adularia associated with mineralization
at the Divide deposit was dated at between 16.3 m.y. and 16.4 m.y. before present.



| | ● | Previous Exploration Work
| | - | -------------------------



No significant exploration has been
noted at these mines in a few decades so a historical account of publicly found data was assimilated. The Tonopah Mining District began
circa 1900 with the discovery of gold and silver-rich ore by prospector Jim Butler when he went looking for a lost burro he owned. The
burro had wandered off during the night and sought shelter near a rock outcropping. When Butler discovered the animal the next morning,
he picked up a rock to throw at the beast, but instead noticed the rock was unusually heavy. He had stumbled upon the second-richest silver
strike in Nevada history. While Butler may have been responsible for the first ore strike, it took men of wealth and power to consolidate
the mines and reinvest their profits into the infrastructure of the town of Tonopah.



George Wingfield, a 24-year-old poker player when
he arrived in Tonopah, played poker, and dealt faro in the town saloons. Once he had a small bankroll, he talked Jack Carey, owner of
the Tonopah Club, into taking him in as a partner and to file for a gaming license. In 1903, miners rioted against Chinese workers in
Tonopah, which spurred a boycott in China of U.S. goods. By 1904, after investing his winnings in the Boston-Tonopah Mining Company, Wingfield
was worth $2 million. When old friend George S. Nixon, a banker, arrived in town, Wingfield invested in his Nye County Bank. They grub
staked miners with friend Nick Abelman, bought existing mines, and by the time the partners moved to Goldfield, Nevada and made their
Goldfield Consolidated Mining Company a public corporation in 1906, Nixon and Wingfield were worth over $30 million. Small mining ventures
continue to this day to provide income for local miners.





The discovery and development of
the Tonopah area can be separated into four periods. From 1900 to 1903 the various participants acquired their ground and commenced development
work by sinking shafts to access the ore. Between 1903 and 1907 development continued and better and more efficient equipment was deployed
to increase production. The recession of 1907 to 1910 caused production to drop off as only the higher-grade ore could be profitably mined
with silver prices dropping to as low as $0.25/oz. During this period many of the weaker companies went out of business and consolidation
of claims occurred. The high point of the Tonopah camp occurred between 1910 and 1930 with production peaking around 1918 at 622,364
tons/year, with a recorded value of $9,311,560, and declining steadily through the 1920’s.



Production came to a halt with the
exception of leasehold mining in the 30’s due to the depression and low precious metals prices. There was virtually no activity
during the war in the 40’s but there was somewhat of a resurgence of activity in the 50’s. In total the Tonopah area produced
in the order of 174 million ounces of silver, and 1.86 million ounces of gold from approximately 8.8 million tons of ore. Sporadic exploration
has continued in the general area with new prospects being discovered including the Hall Molybdenum Mine, the Midway, Three Hills, and
Hasbrouck gold prospects.



By January of 1901 there were between
40 and 50 lessees working leases granted by Butler et al, which consisted of 100 feet of vein and 50 feet to either side. It is problematic
to determine exactly what production came from which claim or lease as typically several were amalgamated by a single company, and quite
often the underground workings connected from one claim to the next. Often a shaft on one claim was used pretty much exclusively while
a nearby shaft on the same groups of claims sat idle. It is likely impossible to ascertain or differentiate what production came from
a single source or ascribe in many cases the full significance of some of these veins especially as quite often the production from one
mine was brought to surface at another shaft, and not reported in a segregated manner.



| | ● | Exploration Plans
| | - | -----------------



Recent exploration phase for these
properties has been completed.



| | · | Permits & Government Regulations
| | - | --------------------------------



This mine is subject to permitting before boreholes
can be drilled for exploration purposes. Based on BLM regulations if the disturbance is less than 5 acres on the claim, a right to explore
notice can be obtained within 2 weeks in accordance with the code of federal regulations 43 CFR 3809.301. An assurance bond in the form
of a cash will need to be filed with the state for reclamation purposes. After boreholes are plugged and surface is reclaimed with a self-sustaining
plant community then the bond can be released, and another 5 acres of disturbance can be utilized in the same manner. Bonds will range
from $2,000 and $30,000 depending on the vegetation present. If more than 5 acres are disturbed, then it is a 2-year process with environmental
studies that will be required before exploratory drilling can occur. Environmental studies can range from $20,000 and $200,000.This
will be required when we move to the implementation phase.





17







| | ● | Sampling and Analysis
| | - | ---------------------



Twenty-Three minerals were analyzed
at each sample point by a Niton XL3T 980 GOLDD+ XRF. Values were recorded in ppm (parts per million) for each sample along with GIS coordinates
from a Garmin E-trex 30x for georeferencing. Where available, rock samples were analyzed by XRF on a clean surface exposure created by
chipping the surface with a rock hammer. Quaternary alluvium was analyzed by XRF when rock samples were not available. Holes were dug
6-8 inches below the surface and then the grains were pulverized using the flat end of rock hammer that was cleaned using disposable cleaning
pads between each sample.



Samples were analyzed using a Niton
XL3T 980 GOLDD+ XRF, Serial #55948 that was calibrated by Thermo Scientific on 4/5/2019. The Niton XRF (X-Ray Fluorescence) instrument
was used in mining mode to analyze 23 minerals with GOLDD Technology enabled. GOLDD Technology: When low detection limits and high sample
throughput are critical, the Niton XL3t GOLDD+ XRF analyzer delivers measurement times up to 10-times faster than conventional Si-PIN
detectors and up to 3-times more precise than conventional smaller silicon drift detectors (SDD) – without helium purge or vacuum.
Niton analyzers also feature the highest performance X-ray tube and speed detector available on the market. Spectrographs were created
for each sample and are included in Appendix C of the NI 43-101 Technical Report.



Data came from two separate programs
and were manually merged into a database using Microsoft Excel. The data was then scrutinized to remove any obvious errors, whether it
was sample exposure time, or erroneous readings. This data was then manually brought into mapping software and double verified data to
ensure there were no errors while migrating data. With approximately 100 ft grid spacing between sample points, it was determined that
mapping using least squares algorithm produced the best fit maps for the collected data. Grid flexing was enabled to model data beyond
the data points to extend past the mine; although this adds some ambiguity to the edge data it produced much cleaner maps. All data points
were created using GIS data collected from the Garmin E-trex 30x coupled with ppm reading recorded from the Niton GOLDD XRF. Surface outcrops
were also mapped by hand to help understand subsurface geology. The output maps with their full analysis are shown in the following section.





| | · | XRF Survey
| | - | ----------



The analysis of the XRF measurements
of Yellow Aster Mine showed that the elements promising for economic benefiting are:



|Yellow Aster                    
|--------------------------------
|XRF Survey Averaged Data Results
|Gold                            
|Titanium                        
|Manganese                       
|Iron                            
|Arsenic                         
|Rubidium                        
|Strontium                       
|Zirconium                       
|Niobium                         
|Hafnium                         
|Tungsten                        
|Bismuth                         



18







| | ● | Local Infrastructure
| | - | --------------------



Nearby geological attractions include
Lunar Crater, the Sump and Monte Cristo’s Castle and there are five wilderness areas within hours of the community. The nearby Tonopah
Test Range is the town’s main source of employment. The military has used the range and surrounding areas over the last half dozen
decades as a nuclear test site, a bombing range, and as a base of operations for the development of the F-117 Nighthawk. Its location
about halfway between Reno and Las Vegas as a stopover and rest spot on a lonely highway, the town has done fairly well. The Tonopah Station
has slots, and the Banc Club also offers some gaming. Numerous restaurants, shops, gas stations and motels means it is a perfect place
for staging while you work this mine.



Infrastructure is excellent in Tonopah
district. Power is available at various points throughout the prospect, with a high-tension line running east-west along the northern
margin of the Belmont tailings. Most supplies are available in Tonopah, while the nearest railhead is in Mina Nevada, approximately 85
kilometers (53 miles) to the northwest along highway 95. Manpower is available in the region, and personnel exist locally with training
specific to the mining industry due to the proximity of the property to Kinross’s Round Mountain, and Scorpio Gold’s Mineral
Peak operations. The owned claims all have cell phone service. Las Vegas is located approximately 280 kilometers (174 miles) to the southeast
of the property, while Reno (which is an important mining supply center) is 270 kilometers (168 miles) to the northwest. The claim block
area should be large enough to accommodate a production facility, and there are several potential processing plant sites in the area.





| | ● | Property Infrastructure
| | - | -----------------------



There is no developed infrastructure
on this property.





19







Mine 2 – Fat Mule Flats



Graphical user interface

Description automatically generated



Pursuant to the Purchase and Merger
Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral
interests found in the Fat Mules Flats Mine Property located in Tonopah, Nevada in Esmeralda County.



| | ● | The Probable Gross Gold Reserves are 933,641.75 oz based on projected 200 feet excavation.
| | - | ------------------------------------------------------------------------------------------



| | ● | Property Description and Ownership
| | - | ----------------------------------



Fat Mule Flats Mine is a lode mine.
As defined by the U.S. Department of the Interior Bureau of Land Management, deposits subject to lode claims include classic veins or
lodes having well-defined boundaries. They also include other rock in- place bearing valuable minerals and may be broad zones of mineralized
rock. Examples include quartz or other veins bearing gold or other metallic minerals and large volume, but low-grade disseminated gold
deposits. Descriptions are by metes and bounds surveys beginning at the discovery point on the claim and including a reference to natural
objects or permanent monuments. Federal statute limits their size to a maximum of 1500 feet in length, and a maximum width of 600 feet
(300 feet on either side of the vein).





20







The general course of this claim
is North and South, and it is situated in the Southwest Quarter of Section 10, Township 2N, Range 42E, Mount Diablo Meridian, Esmeralda
County, Nevada. This claim is 600 feet in length and 1,500 feet in width. This claim runs from the location monument on which this location
notice is posted approximately 1,200 feet in a Northerly direction to the North end line and approximately 300 feet in a Southerly direction
to the South end line. This claim is marked by four (4) monuments, one at each comer of the claim. Additionally, there are two (2) end-line
markers on 3ach side of the center of the claim. All markers are 4” x 4” wooden posts that are buried 1.5’ in the ground
and protrude 4.5’ above the ground embossed with the name of the claim and its location in relation to the claim.



The location monument on which this
notice is posted is situated within Section 10, Township 2N, Range 42E, Mount Diablo Meridian, Esmeralda County Nevada and this claim
encompasses portions of the following quarter section (s), Township (s), and Range (s); NW 1/4 of SW 1/4 and SW 1/4 of SW 1/4 Section
10, T2N, R42E, Mount Diablo Meridian, Esmeralda County Nevada. The locality of this claim with reference to some natural object or permanent
monument and additional information (if any) concerning its locality are as follows: SW corner of this claim is 0 feet north and 730 feet
east of the SW corner of Section 10, T2N, R42E. Beginning at the SW corner of this claim thence north a distance of 1,500 feet to the
NW corner of this claim, thence east 600 feet to the NE corner of this claim, thence south 1,500 feet to the SE corner of this claim,
thence west 600 feet back to the place of beginning, the SW Corner.



WSA Gold & Minerals, Inc. acquired
a 100% undivided, transferable interest in Serial No. NMC1188453 in the SW Quarter of Section 10, Township 2N, Range 42E, Mount Diablo
Meridian, Esmeralda County, Nevada from Gateway Gold & Minerals, Inc.



Fat Mule Flats
Mine



|Serial Number | Lead Serial Number | Claim Name            | County    | Disposition | Case Type | Last Assessment | Location Date | Meridian Township Range Section | Subdivision
|------------- | ------------------ | --------------------- | --------- | ----------- | --------- | --------------- | ------------- | ------------------------------- | -----------
|NMC1188453    | NMC1188453         | FAT MULE FLATS   MINE | ESMERALDA | ACTIVE      | LODE      | 2020            | 04/12/2019    | 21 0020N   0420E   010          | SW         





21







Map

Description automatically generated





22











| | ● | Location and Access
| | - | -------------------



The Fat Mules Flats Mine is located
in the Lone Mountain (West Divide, Weepah) mining district. The property is almost entirely within the boundaries of the municipality
of Tonopah Nevada. The property is readily accessible via Highway 95 from Las Vegas to the South or Hwy’s 95/6 from the North/West
from Northern Nevada/Reno or Bishop California, and from Highway 6 from the east which intersects highway 95 in the heart of Tonopah.
This mine can be accessed by dirt roads using an ATV (all-terrain vehicle) or four-wheel drive vehicle and a GPS, main dirt roads leading
through the mining district are maintained, but two track roads to the individual mines are often difficult to traverse. Caution is mandatory
within the entire valley as it is dotted with abandoned mines – some of them are easy to see from a distance, and other are impossible
to see until you are right on top of them. 20% of them are roped or fenced off – the rest do not have safety barriers and one should
be extremely careful in entering them. Being situated in the high desert there are limited water sources in the area throughout 10 months
out of the year.



| | ● | Regional Geology
| | - | ----------------



Tonopah is located slightly inboard
of the western margin of the Basin and Range province, and on the eastern margin of the “Walker Lane”, a zone of Miocene structural
deformation trending northwest to southeast parallel to the trend of the Sierra Madre Mountains in Eastern California (Figure 7.1). The
Walker Lane can best be characterized as a broad zone of abundant strike-slip right-stepping faulting. The trend of the pre-Tertiary geologic
units over much of the Walker Lane exhibits an arcuate pattern as a result of the influence of two major structural regimes. A series
of these arcs have been identified by past workers with the Tonopah area having been identified as being within the Silver Peak-Palmetto-Montezuma
Oroflex (Albers & Stewart 1972). The oroflex is described as southward convex with bedding, fold axes and faults trending to the northwest
in the Silver Peak Range, trending east-west in the Palmetto Mountains and swinging around to the Northeast in the Montezuma Peak region.
The Tonopah area lies on the eastern limb of the oroflex. The Walker Lane is also noted as being particularly well endowed with mineral
deposits and the coincidence of these two structural regimes has created favorable plumbing, which is responsible for the high frequency
of deposits in the region.





23







To the west of Tonopah, the White
Mountains represent the westernmost range of the central Basin and Range province. They are situated to the east of the unextended Sierra
Nevada Range and represent a crustal block that is bounded along its western flank by the high-angle White Mountains fault zone, with
up to 8 km of total dip-slip displacement. Miocene volcanic rocks preserved along the eastern side of the range unconformably overlie
Mesozoic granitic basement and dip up to 25° to the east, tilting occurred in the middle Miocene. The early geology of the general
Tonopah region is relatively simple with the earliest Cambrian and Precambrian rocks comprised primarily of distal maritime facies - limestones,
and dolomites with some hornfelsed shales. These are in fault contact with Ordivician limestones, argillites, and shales. From this point
in time forward things become increasingly complex due to extensive volcanism in possibly alternating terrestrial and lacustrine settings.
None of the Cambrian or Precambrian rocks outcrop in the immediate Tonopah area but fragments of these lithologies are present in volcanic
breccias locally, so it is believed they form the basement of the volcanic complex.



| | ● | Property Geology
| | - | ----------------



The local geology is extremely well
documented with geological investigations going back as early as 1905 when Spurr first published his voluminous observations of the camp.
Spurr continued his work in the camp well into the 1920’s, followed by Bastin and Laney (1918), and later Nolan in 1930 published
a study of the mines in the western part of the camp, and later expanded on this work, publishing a study that encompassed the entire
camp in 1935. Later work was done in the area by Bonham (1970) and Bonham & Garside (1974 & 1979) during the time that work was
carried out by Summa, Tenneco, and Houston Oil and Minerals.



The earlier workers in the area
had the distinct advantage of having the bulk of the mine workings available at one time or another for inspection, while the later workers
had the ability to draw from all the earlier well-documented work. Given the nature of this primarily felsic volcanic center, and the
considerable alteration that has taken place prior, during and possibly somewhat after the mineralizing events, the geology of the camp
is quite complex, and deciphering the history of the geology and mineralization of the area is only possible due to the thorough the attention
paid to detail and the recording of these findings by earlier workers



| | ● | Mineralization
| | - | --------------



The “Early” andesite
of the Mizpah formation is almost exclusively the host rock for mineralization, however Bonanza style lode mineralization of the epoch
does extend into the later andesite and in certain mines above the Mizpah into the Extension Breccia, the West End Rhyolitic intrusive
and into the Fraction Tuff. From relative positioning and age dating it has been established that the earliest mineralizing event occurred
between 20.5m.y. to 17m.y. before present.



The later mineralization event occurred
around the end of the emplacement of the Fraction Tuff.



At Three Hills the gold bearing
discontinuous, irregular, narrow, brecciated chalcedony quartz veinlets, and stockworks occur in a zone of pervasive silicification of
the Siebert Formation immediately above the contact with the Fraction Tuff. At Hasbrouck, some gold-silver mineralization is seen within
the Fraction Tuff, near its contact with the overlying Siebert formation, which hosts the bulk of the gold-silver mineralized veinlet
and stockwork deposits. These occur as erratic bodies of hydrothermal breccia accompanied by strong pervasive silicification with associated
adularia and pyrite. Adularia associated with mineralization at the Divide deposit was dated at between 16.3m.y. and 16.4 m.y. before
present.



| | ● | Previous Exploration Work
| | - | -------------------------



This mine was cut in 1908 as far
as our research could determine. But it was worked for 23 years prior to 1940. The mine appear to have been a medium-sized operation –
maybe by 2 to 3 miners at the most based on the size of the workings. When part of the General Thomas Mine was split up into smaller properties
for sale (owned by the Tonopah-Belcher Mining Co. at that time as well as the General Thomas Of Tonopah Co. before the split), this mine
was likely called the Tonopah-Belcher Mine. Classified by a 1904 USGS report as a “past producer of Gold, Lead, Silver (Primary)
and Copper (Secondary) -this area is a legendary part of Tonopah that has history dating as far back as 1863 when the district was founded.





24







| | ● | Exploration Plans
| | - | -----------------



Recent exploration phase for these
properties has been completed.



| | ● | Permits
                                            & Government Regulations
| | - | ----------------------------------------------------------------------------



This mine is subject to permitting before boreholes
can be drilled for exploration purposes. Based on BLM regulations if the disturbance is less than 5 acres on the claim, a right to explore
notice can be obtained within 2 weeks in accordance with the code of federal regulations 43 CFR 3809.301. An assurance bond in the form
of a cash will need to be filed with the state for reclamation purposes. After boreholes are plugged and surface is reclaimed with a
self-sustaining plant community then the bond can be released, and another 5 acres of disturbance can be utilized in the same manner.
Bonds will range from $2,000 and $30,000 depending on the vegetation present. If more than 5 acres are disturbed, then it is a 2-year
process with environmental studies that will be required before exploratory drilling can occur. Environmental studies can range from
$20,000 and $200,000.This will be required when we move to the implementation phase.



| | ● | Sampling and Analysis
| | - | ---------------------



Twenty-Three minerals were analyzed
at each sample point by a Niton XL3T 980 GOLDD+ XRF. Values were recorded in ppm (parts per million) for each sample along with GIS coordinates
from a Garmin E-trex 30x for georeferencing. Where available, rock samples were analyzed by XRF on a clean surface exposure created by
chipping the surface with a rock hammer. Quaternary alluvium was analyzed by XRF when rock samples were not available. Holes were dug
6-8 inches below the surface and then the grains were pulverized using the flat end of rock hammer that was cleaned using disposable cleaning
pads between each sample.



Samples were analyzed using a Niton
XL3T 980 GOLDD+ XRF, Serial #55948 that was calibrated by Thermo Scientific on 4/5/2019. The Niton XRF (X-Ray Fluorescence) instrument
was used in mining mode to analyze 23 minerals with GOLDD Technology enabled. GOLDD Technology: When low detection limits and high sample
throughput are critical, the Niton XL3t GOLDD+ XRF analyzer delivers measurement times up to 10-times faster than conventional Si-PIN
detectors and up to 3-times more precise than conventional smaller silicon drift detectors (SDD) – without helium purge or vacuum.
Niton analyzers also feature the highest performance X-ray tube and speed detector available on the market. Spectrographs were created
for each sample and are included in Appendix C.



Data came from two separate programs
and were manually merged into a database using Microsoft Excel. The data was then scrutinized to remove any obvious errors, whether it
was sample exposure time, or erroneous readings. This data was then manually brought into mapping software and double verified data to
ensure there were no errors while migrating data. With approximately 100 ft grid spacing between sample points, it was determined that
mapping using least squares algorithm produced the best fit maps for the collected data. Grid flexing was enabled to model data beyond
the data points to extend past the mine; although this adds some ambiguity to the edge data it produced much cleaner maps. All data points
were created using GIS data collected from the Garmin E-trex 30x coupled with ppm reading recorded from the Niton GOLDD XRF. Surface outcrops
were also mapped by hand to help understand subsurface geology. The output maps with their full analysis are shown in the following section.



| | ● | XRF Survey
| | - | ----------



The analysis of the XRF
measurements of Fat Mules Flats Mine showed that the elements promising for economic benefiting are Gold, Titanium,
Manganese, Iron, Arsenic, Rubidium, Strontium, Zirconium, Niobium and Bismuth.



|Fat
    Mule Flats                  
|------------------------------------
|XRF
    Survey Averaged Data Results
|Gold                                
|Titanium                            
|Manganese                           
|Iron                                
|Arsenic                             
|Rubidium                            
|Strontium                           
|Zirconium                           
|Niobium                             
|Hafnium                             
|Tungsten                            
|Bismuth                             



25









| | ● | Local Infrastructure
| | - | --------------------



Infrastructure is excellent in Tonopah
district. Power is available at various points throughout the prospect, with a high-tension line running east-west along the northern
margin of the Belmont tailings. Most supplies are available in Tonopah, while the nearest railhead is in Mina Nevada, approximately 85
kilometers (53 miles) to the northwest along highway 95. Manpower is available in the region, and personnel exist locally with training
specific to the mining industry due to the proximity of the property to Kinross’s Round Mountain, and Scorpio Gold’s Mineral
Peak operations. The owned claims all have cell phone service. Las Vegas is located approximately 280 kilometers (174 miles) to the southeast
of the property, while Reno (which is an important mining supply center) is 270 kilometers (168 miles) to the northwest. The claim block
area should be large enough to accommodate a production facility, and there are several potential processing plant sites in the area.



| | ● | Property Infrastructure
| | - | -----------------------



The Fat Mule Flats mine shows 88
feet deep with 700 feet of tunnels, drifts, and crosscuts on 2 separate levels. The wood collar looks like it is still in pretty good
shape, but the head frame is long gone.



26







Mine 3 – Cobin



A picture containing graphical user interface

Description automatically generated





27







Pursuant to the Purchase and Merger
Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral
interests found in the Cobin Mine Property located in Tonopah, Nevada in Esmeralda County.



| | ● | The Probable Gross Gold Reserves are 1,006,240.29 oz based on projected 200 feet excavation.
| | - | --------------------------------------------------------------------------------------------



| | ● | Property Description and Ownership
| | - | ----------------------------------



Cobin Mine is a lode mine. As defined
by the U.S. Department of the Interior Bureau of Land Management, deposits subject to lode claims include classic veins or lodes having
well-defined boundaries. They also include other rock in- place bearing valuable minerals and may be broad zones of mineralized rock.
Examples include quartz or other veins bearing gold or other metallic minerals and large volume, but low-grade disseminated gold deposits.
Descriptions are by metes and bounds surveys beginning at the discovery point on the claim and including a reference to natural objects
or permanent monuments. Federal statute limits their size to a maximum of 1500 feet in length, and a maximum width of 600 feet (300 feet
on either side of the vein).



The general course of this claim
is North and South, and it is situated in the Southwest Quarter of Section 30, Township 2N, Range 41E, Mount Diablo Meridian, Esmeralda
County, Nevada. This claim is 1,500 feet in width and 600 feet in height. This claim runs from the location monument on which this location
notice is posted approximately 1,200 feet in a Northerly direction to the North end line and approximately 300 feet in a Southerly direction
to the South end line. This claim is marked by four (4) monuments, one at each corner of the claim. Additionally, there are two (2) end-line
markers on each side of the center of the claim. All markers are 4” x 4” wooden posts that are buried 1.5’ in the ground
and protrude 4.5’ above the ground embossed with the name of the claim and its location in relation to the claim.



The location monument on which this
notice is posted is situated within Section 30, Township 2N, Range 41E, Mount Diablo Meridian, Esmeralda County Nevada and this claim
encompasses portions of the following quarter section (s), Township (s), and Range (s); L3/NW 1/4 of SW 1/4 and L4/SW 1/4 of SW 1/4 Section
30, T2N, R41E, Mount Diablo Meridian, Esmeralda County Nevada. The locality of this claim with reference to some natural object or permanent
monument and additional information (if any) concerning its locality are as follows: SW corner of this claim is 595 Feet north and 340
Feet east of the SW corner of Section 30, T2N, R41E. Beginning at the SW corner of this claim thence due north 1,500 feet to the NW corner
of this claim, thence due east a distance of 600 feet to the NE corner of this claim thence due south 1,500 feet to the SE comer of this
claim, thence due west 600 feet back to the place of beginning, the SW Corner.



WSA Gold & Minerals, Inc. acquired
a 100% undivided, transferable interest in Serial No. NMC1187753 in the SW Quarter of Section 30, Township 2N, Range 41E, Mount Diablo
Meridian, Esmeralda County, Nevada from Gateway Gold & Minerals, Inc.



Cobin Mine



|Serial Number | Lead Serial Number | Claim Name | County    | Disposition | Case Type | Last Assessment | Location Date | Meridian Township Range Section | Subdivision
|------------- | ------------------ | ---------- | --------- | ----------- | --------- | --------------- | ------------- | ------------------------------- | -----------
|NMC1187753    | NMC1187750         | COBIN MINE | ESMERALDA | ACTIVE      | LODE      | 2020            | 02/08/2019    | 21 0020N   0410E   030          | SW         





28







Map

Description automatically generated





29







Map

Description automatically generated



| | ● | Regional Geology
| | - | ----------------



Tonopah is located slightly inboard
of the western margin of the Basin and Range province, and on the eastern margin of the “Walker Lane”, a zone of Miocene structural
deformation trending northwest to southeast parallel to the trend of the Sierra Madre Mountains in Eastern California. The Walker Lane
can best be characterized as a broad zone of abundant strike-slip right-stepping faulting.



The trend of the pre-Tertiary geologic
units over much of the Walker Lane exhibits an arcuate pattern as a result of the influence of two major structural regimes. A series
of these arcs have been identified by past workers with the Tonopah area having been identified as being within the Silver Peak-Palmetto-
Montezuma Oroflex (Albers & Stewart 1972). The oroflex is described as southward convex with bedding, fold axes and faults trending
to the northwest in the Silver Peak Range, trending east-west in the Palmetto Mountains and swinging around to the Northeast in the Montezuma
Peak region. The Tonopah area lies on the eastern limb of the oroflex. The Walker Lane is also noted as being particularly well endowed
with mineral deposits and the coincidence of these two structural regimes has created favorable plumbing, which is responsible for the
high frequency of deposits in the region.



To the west of Tonopah, the White
Mountains represent the westernmost range of the central Basin and Range province. They are situated to the east of the unextended Sierra
Nevada Range and represent a crustal block that is bounded along its western flank by the high-angle White Mountains fault zone, with
up to 8 km of total dip-slip displacement. Miocene volcanic rocks preserved along the eastern side of the range unconformably overlie
Mesozoic granitic basement and dip up to 25° to the east, tilting occurred in the middle Miocene. The early geology of the general
Tonopah region is relatively simple with the earliest Cambrian and Precambrian rocks comprised primarily of distal maritime facies - limestones,
and dolomites with some hornfelsed shales. These are in fault contact with Ordivician limestones, argillites, and shales. From this point
in time forward things become increasingly complex due to extensive volcanism in possibly alternating terrestrial and lacustrine settings.





30







None of the Cambrian or Precambrian
rocks outcrop in the immediate Tonopah area but fragments of these lithologies are present in volcanic breccias locally, so it is believed
they form the basement of the volcanic complex.



| | ● | Property Geology
| | - | ----------------



The local geology is extremely well
documented with geological investigations going back as early as 1905 when Spurr first published his voluminous observations of the camp.
Spurr continued his work in the camp well into the 1920’s, followed by Bastin and Laney (1918), and later Nolan in 1930 published
a study of the mines in the western part of the camp, and later expanded on this work, publishing a study that encompassed the entire
camp in 1935. Later work was done in the area by Bonham (1970) and Bonham & Garside (1974 & 1979) during the time that work was
carried out by Summa, Tenneco, and Houston Oil and Minerals.



The earlier workers in the area
had the distinct advantage of having the bulk of the mine workings available at one time or another for inspection, while the later workers
had the ability to draw from all the earlier well-documented work. Given the nature of this primarily felsic volcanic center, and the
considerable alteration that has taken place prior, during and possibly somewhat after the mineralizing events, the geology of the camp
is quite complex, and deciphering the history of the geology and mineralization of the area is only possible due to the thorough the attention
paid to detail and the recording of these findings by earlier workers



| | ● | Mineralization
| | - | --------------



The “Early” andesite
of the Mizpah formation is almost exclusively the host rock for mineralization, however Bonanza style lode mineralization of the epoch
does extend into the later andesite and in certain mines above the Mizpah into the Extension Breccia, the West End Rhyolitic intrusive
and into the Fraction Tuff. From relative positioning and age dating it has been established that the earliest mineralizing event occurred
between 20.5m.y. to 17m.y. before present.



The later mineralization event occurred
around the end of the emplacement of the Fraction Tuff.



At Three Hills the gold bearing
discontinuous, irregular, narrow, brecciated chalcedony quartz veinlets, and stockworks occur in a zone of pervasive silicification of
the Siebert Formation immediately above the contact with the Fraction Tuff. At Hasbrouck, some gold-silver mineralization is seen within
the Fraction Tuff, near its contact with the overlying Siebert formation, which hosts the bulk of the gold-silver mineralized veinlet
and stockwork deposits. These occur as erratic bodies of hydrothermal breccia accompanied by strong pervasive silicification with associated
adularia and pyrite. Adularia associated with mineralization at the Divide deposit was dated at between 16.3m.y. and 16.4 m.y. before
present.



| | ● | Previous Exploratory Work
| | - | -------------------------



No significant exploration has been
noted at these mines in a few decades so a historical account of publicly found data was assimilated. The Tonopah Mining District began
circa 1900 with the discovery of gold and silver-rich ore by prospector Jim Butler when he went looking for a lost burro he owned. The
burro had wandered off during the night and sought shelter near a rock outcropping. When Butler discovered the animal the next morning,
he picked up a rock to throw at the beast, but instead noticed the rock was unusually heavy. He had stumbled upon the second-richest silver
strike in Nevada history. While Butler may have been responsible for the first ore strike, it took men of wealth and power to consolidate
the mines and reinvest their profits into the infrastructure of the town of Tonopah.



George Wingfield, a 24-year old poker player when
he arrived in Tonopah, played poker and dealt faro in the town saloons. Once he had a small bankroll, he talked Jack Carey, owner of the
Tonopah Club, into taking him in as a partner and to file for a gaming license. In 1903, miners rioted against Chinese workers in Tonopah,
which spurred a boycott in China of U.S. goods. By 1904, after investing his winnings in the Boston-Tonopah Mining Company, Wingfield
was worth $2 million. When old friend George S. Nixon, a banker, arrived in town, Wingfield invested in his Nye County Bank. They grub
staked miners with friend Nick Abelman, bought existing mines, and by the time the partners moved to Goldfield, Nevada and made their
Goldfield Consolidated Mining Company a public corporation in 1906, Nixon and Wingfield were worth over $30 million. Small mining ventures
continue to this day to provide income for local miners.





31







The discovery and development of
the Tonopah area can be separated into four periods. From 1900 to 1903 the various participants acquired their ground and commenced development
work by sinking shafts to access the ore. Between 1903 and 1907 development continued and better and more efficient equipment was deployed
to increase production. The recession of 1907 to 1910 caused production to drop off as only the higher-grade ore could be profitably mined
with silver prices dropping to as low as $0.25/oz. During this period many of the weaker companies went out of business and consolidation
of claims occurred. The high point of the Tonopah camp occurred between 1910 and 1930 with production peaking around 1918 at 622,364
tons/year, with a recorded value of $9,311,560, and declining steadily through the 1920’s.



Production came to a halt with the
exception of leasehold mining in the 30’s due to the depression and low precious metals prices. There was virtually no activity
during the war in the 40’s but there was somewhat of a resurgence of activity in the 50’s. In total the Tonopah area produced
in the order of 174 million ounces of silver, and 1.86 million ounces of gold from approximately 8.8 million tons of ore. Sporadic exploration
has continued in the general area with new prospects being discovered including the Hall Molybdenum Mine, the Midway, Three Hills, and
Hasbrouck gold prospects.



By January of 1901 there were between
40 and 50 lessees working leases granted by Butler et al, which consisted of 100 feet of vein and 50 feet to either side. It is problematic
to determine exactly what production came from which claim or lease as typically several were amalgamated by a single company, and quite
often the underground workings connected from one claim to the next. Often a shaft on one claim was used pretty much exclusively while
a nearby shaft on the same groups of claims sat idle. It is likely impossible to ascertain or differentiate what production came from
a single source or ascribe in many cases the full significance of some of these veins especially as quite often the production from one
mine was brought to surface at another shaft, and not reported in a segregated manner.



| | ● | Exploration Plans
| | - | -----------------



Recent exploration phase for these
properties has been completed.



| | ● | Permits
                                            & Government Regulations
| | - | ----------------------------------------------------------------------------



This mine is subject to permitting before boreholes
can be drilled for exploration purposes. Based on BLM regulations if the disturbance is less than 5 acres on the claim, a right to explore
notice can be obtained within 2 weeks in accordance with the code of federal regulations 43 CFR 3809.301. An assurance bond in the form
of a cash will need to be filed with the state for reclamation purposes. After boreholes are plugged and surface is reclaimed with a self-sustaining
plant community then the bond can be released, and another 5 acres of disturbance can be utilized in the same manner. Bonds will range
from $2,000 and $30,000 depending on the vegetation present. If more than 5 acres are disturbed, then it is a 2-year process with environmental
studies that will be required before exploratory drilling can occur. Environmental studies can range from $20,000 and $200,000.This
will be required when we move to the implementation phase.



| | ● | Sampling and Analysis
| | - | ---------------------



Twenty-Three minerals were analyzed
at each sample point by a Niton XL3T 980 GOLDD+ XRF. Values were recorded in ppm (parts per million) for each sample along with GIS coordinates
from a Garmin E-trex 30x for georeferencing. Where available, rock samples were analyzed by XRF on a clean surface exposure created by
chipping the surface with a rock hammer. Quaternary alluvium was analyzed by XRF when rock samples were not available. Holes were dug
6-8 inches below the surface and then the grains were pulverized using the flat end of rock hammer that was cleaned using disposable cleaning
pads between each sample.



Samples were analyzed using a Niton
XL3T 980 GOLDD+ XRF, Serial #55948 that was calibrated by Thermo Scientific on 4/5/2019. The Niton XRF (X-Ray Fluorescence) instrument
was used in mining mode to analyze 23 minerals with GOLDD Technology enabled. GOLDD Technology: When low detection limits and high sample
throughput are critical, the Niton XL3t GOLDD+ XRF analyzer delivers measurement times up to 10-times faster than conventional Si-PIN
detectors and up to 3-times more precise than conventional smaller silicon drift detectors (SDD) – without helium purge or vacuum.
Niton analyzers also feature the highest performance X-ray tube and speed detector available on the market. Spectrographs were created
for each sample and are included in Appendix C.



Data came from two separate programs
and were manually merged into a database using Microsoft Excel. The data was then scrutinized to remove any obvious errors, whether it
was sample exposure time, or erroneous readings. This data was then manually brought into mapping software and double verified data to
ensure there were no errors while migrating data. With approximately 100 ft grid spacing between sample points it was determined that
mapping using least squares algorithm produced the best fit maps for the collected data. Grid flexing was enabled to model data beyond
the data points to extend past the mine; although this adds some ambiguity to the edge data it produced much cleaner maps. All data points
were created using GIS data collected from the Garmin E-trex 30x coupled with ppm reading recorded from the Niton GOLDD XRF. Surface outcrops
were also mapped by hand to help understand subsurface geology. The output maps with their full analysis are shown in the following section.





32







| | ● | XRF Survey
| | - | ----------



The analysis of the XRF measurements
of Cobin Mine showed that the elements promising for economic benefiting are Gold, Titanium, Manganese, Iron, Arsenic, Rubidium, Strontium,
Zirconium, Niobium, Hafnium and Bismuth.



| | 1. | Gold
| | -- | ----



The average concentration
of Gold is 16.23 PPM. This could be explained as: Gold concentration in this mine ranges from 9.62 grams per ton (0.34 oz/ton) to 43.19
grams per ton (1.52 oz/ton).



| | 2. | Titanium
| | -- | --------



The average concentration
of Titanium is 973.95 PPM. This could be explained as: Titanium concentration in this mine ranges from 0 grams per ton to 9,231.84 grams
per ton (325.64 oz/ton).



| | 3. | Manganese
| | -- | ---------



The average concentration
of Manganese is 935.11 PPM. This could be explained as: Manganese concentration in this mine ranges from 0 grams per ton to 36,124.91
grams per ton (1,274.27 oz/ton).



| | 4. | Iron
| | -- | ----



The average concentration
of Iron is 27,409.92 PPM. This could be explained as: Iron concentration in this mine ranges from 1,216.93 grams per ton (42.93 oz/ton)
to 324,696.16 grams per ton (11,453.33 oz/ton).



| | 5. | Arsenic
| | -- | -------



The average concentration
of Arsenic is 25.84 PPM. This could be explained as: Arsenic concentration in this mine ranges from 0 grams per ton to 407.24 grams per
ton (14.36 oz/ton).



| | 6. | Rubidium
| | -- | --------



The average concentration
of Rubidium is 97.11 PPM. This could be explained as: Rubidium concentration in this mine ranges from 9.26 grams per ton (0.33 oz/ton)
to 237.62 grams per ton (8.38 oz/ton).



| | 7. | Strontium
| | -- | ---------



The average concentration
of Strontium is 317.53 PPM. This could be explained as: Strontium concentration in this mine ranges from 10.12 grams per ton (0.36 oz/ton)
to 992.3 grams per ton (35 oz/ton).



| | 8. | Zirconium
| | -- | ---------



The average concentration
of Zirconium is 111.36 PPM. This could be explained as: Zirconium concentration in this mine ranges from 0 grams per ton to 268.85 grams
per ton (9.48 oz/ton).



| | 9. | Niobium
| | -- | -------



The average concentration
of Niobium is 9.7 PPM. This could be explained as: Niobium concentration in this mine ranges from 0 grams per ton to 76.22 grams per ton
(2.69 oz/ton).



| | 10. | Hafnium
| | --- | -------



The average concentration
of Hafnium is 121.66 PPM. This could be explained as: Hafnium concentration in this mine ranges from 0 grams per ton to 6,585.37 grams
per ton (232.29 oz/ton).



33







| | 11. | Bismuth
| | --- | -------



The average concentration
of Bismuth is 6.1 PPM. This could be explained as: Bismuth concentration in this mine ranges from 0 grams per ton to 99.89 grams per ton
(3.52 oz/ton).



| | ● | Local Infrastructure
| | - | --------------------



Nearby geological attractions include Lunar Crater,
the Sump and Monte Cristo’s Castle and there are five wilderness areas within hours of the community. The nearby Tonopah Test Range
is the town’s main source of employment. The military has used the range and surrounding areas over the last half dozen decades
as a nuclear test site, a bombing range, and as a base of operations for the development of the F-117 Nighthawk. Its location about halfway
between Reno and Las Vegas as a stopover and rest spot on a lonely highway, the town has done fairly well. The Tonopah Station has slots
and the Banc Club also offers some gaming. Numerous restaurants, shops, gas stations and motels means it is a perfect place for staging
while you work this mine.



Infrastructure is excellent in Tonopah
district. Power is available at various points throughout the prospect, with a high-tension line running east-west along the northern
margin of the Belmont tailings. Most supplies are available in Tonopah, while the nearest railhead is in Mina Nevada, approximately 85
kilometers (53 miles) to the northwest along highway 95. Manpower is available in the region, and personnel exist locally with training
specific to the mining industry due to the proximity of the property to Kinross’s Round Mountain, and Scorpio Gold’s Mineral
Peak operations. The owned claims all have cell phone service. Las Vegas is located approximately 280 kilometers (174 miles) to the southeast
of the property, while Reno (which is an important mining supply center) is 270 kilometers (168 miles) to the northwest. The claim block
area should be large enough to accommodate a production facility, and there are several potential processing plant sites in the area.



| | ● | Property Infrastructure
| | - | -----------------------



There is no developed infrastructure
on this property.





34







Mine 4 – Jasper



A screenshot of a video game

Description automatically generated with medium confidence





35







Pursuant to the Purchase and Merger
Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral
interests found in the Jasper Mine Property located in Tonopah, Nevada in Esmeralda County.



| | ● | The Probable Gross Gold Reserves are 1,141,774.55 oz based on projected 200 feet excavation.
| | - | --------------------------------------------------------------------------------------------



| | ● | Property Description and Ownership
| | - | ----------------------------------



Jasper Mine is a lode mine as well
as an open pit mine. As defined by the U.S. Department of the Interior Bureau of Land Management, deposits subject to lode claims include
classic veins or lodes having well-defined boundaries. They also include other rock in- place bearing valuable minerals and may be broad
zones of mineralized rock. Examples include quartz or other veins bearing gold or other metallic minerals and large volume, but low-grade
disseminated gold deposits. Descriptions are by metes and bounds surveys beginning at the discovery point on the claim and including a
reference to natural objects or permanent monuments. Federal statute limits their size to a maximum of 1500 feet in length, and a maximum
width of 600 feet (300 feet on either side of the vein).

As defined by Anglo-American, open-pit
mining, also known as opencast mining, is a surface mining technique that extracts minerals from an open pit in the ground. Open-pit mining
is the most common method used throughout the world for mineral mining and does not require extractive methods or tunnels. This surface
mining technique is used when mineral or ore deposits are found relatively close to the surface of the earth. Open pits are sometimes
called ‘quarries’ when they produce building materials and dimension stone.



The general course of this claim
is North and South, and it is situated in the Southeast Quarter of Section 1, Township 1N, Range 40E, Mount Diablo Meridian, Esmeralda
County, Nevada. This claim is 600 feet in width and 1,500 feet in length. This claim runs from the location monument on which this location
notice is posted approximately 1,200 feet in a Northerly direction to the North end line and approximately 300 feet in a Southerly direction
to the South end line. This claim is marked by four (4) monuments, one at each corner of the claim. Additionally, there are two (2) end-line
markers on each side of the center of the claim. All markers are 4” x 4” wooden posts that are buried 1.5’ in the ground
and protrude 4.5’ above the ground embossed with the name of the claim and its location in relation to the claim. The location monument
on which this notice is posted is situated within Section 1, Township 1N, Range 40E, Mount Diablo Meridian, Esmeralda County Nevada and
this claim encompasses portions of the following quarter section (s), Township (s), and Range (s); NE 1/4 of SE 1/4, NW 1/4 of SE 1/4,
SE 1/4 of SE 1/4, and SW 1/4 of SE 1/4 of Section 1, T1N, R40E, Mount Diablo Meridian, Esmeralda County Nevada. The locality of this claim
with reference to some natural object or permanent monument and additional information (if any) concerning its locality are as follows:
SE corner of this claim is 990 Feet West and 825 Feet North of the SE corner of Section 1, T1N, R40E. Beginning at the SE corner of this
claim thence 1,500 feet due north to the NE corner of this claim, thence 600 feet due west to the NW corner of this claim, thence 1,320
feet due south to the SW corner of this claim, thence due east 600 feet back to the place of beginning, the SE corner.



WSA Gold & Minerals, Inc. acquired
a 100% undivided, transferable interest in Serial No. NMC1191786 in SE Quarter of Section 1, Township 1N, Range 40E, Mount Diablo Meridian,
Esmeralda County, Nevada from Gateway Gold & Minerals, Inc.



Jasper Mine



|Serial Number | Lead Serial Number | Claim Name    | County    | Disposition | Case Type | Last Assessment | Location Date | Meridian Township Range Section | Subdivision
|------------- | ------------------ | ------------- | --------- | ----------- | --------- | --------------- | ------------- | ------------------------------- | -----------
|NMC1191786    | NMC1191786         | JASPER   MINE | ESMERALDA | ACTIVE      | LODE      | 2020            | 09/04/2019    | 21 0010N   0400E 001            | SE         





36









Map

Description automatically generated



| | ● | Location and Access
| | - | -------------------



The property is almost entirely
within the boundaries of the municipality of Tonopah Nevada. The property is readily accessible via Highway 95 from Las Vegas to the South
or Hwy’s 95/6 from the North/West from Northern Nevada/Reno or Bishop California, and from Highway 6 from the east which intersects
highway 95 in the heart of Tonopah. This mine can be accessed by dirt roads using an ATV (all-terrain vehicle) or four-wheel drive vehicle
and a GPS, main dirt roads leading through the mining district are maintained, but two track roads to the individual mines are often difficult
to traverse. Caution is mandatory within the entire valley as it is dotted with abandoned mines – some of them are easy to see from
a distance, and other are impossible to see until you are right on top of them. 20% of them are roped or fenced off – the rest do
not have safety barriers and one should be extremely careful in entering them. Being situated in the high desert there are limited water
sources in the area throughout 10 months out of the year.



| | ● | Regional Geology
| | - | ----------------



Tonopah is located slightly inboard
of the western margin of the Basin and Range province, and on the eastern margin of the “Walker Lane”, a zone of Miocene structural
deformation trending northwest to southeast parallel to the trend of the Sierra Madre Mountains in Eastern California. The Walker Lane
can best be characterized as a broad zone of abundant strike-slip right-stepping faulting.



The trend of the pre-Tertiary geologic
units over much of the Walker Lane exhibits an arcuate pattern as a result of the influence of two major structural regimes. A series
of these arcs have been identified by past workers with the Tonopah area having been identified as being within the Silver Peak-Palmetto-
Montezuma Oroflex (Albers & Stewart 1972). The oroflex is described as southward convex with bedding, fold axes and faults trending
to the northwest in the Silver Peak Range, trending east-west in the Palmetto Mountains and swinging around to the Northeast in the Montezuma
Peak region. The Tonopah area lies on the eastern limb of the oroflex. The Walker Lane is also noted as being particularly well endowed
with mineral deposits and the coincidence of these two structural regimes has created favorable plumbing, which is responsible for the
high frequency of deposits in the region.





37







To the west of Tonopah, the White
Mountains represent the westernmost range of the central Basin and Range province. They are situated to the east of the unextended Sierra
Nevada Range and represent a crustal block that is bounded along its western flank by the high-angle White Mountains fault zone, with
up to 8 km of total dip-slip displacement. Miocene volcanic rocks preserved along the eastern side of the range unconformably overlie
Mesozoic granitic basement and dip up to 25° to the east, tilting occurred in the middle Miocene. The early geology of the general
Tonopah region is relatively simple with the earliest Cambrian and Precambrian rocks comprised primarily of distal maritime facies - limestones,
and dolomites with some hornfelsed shales. These are in fault contact with Ordivician limestones, argillites, and shales. From this point
in time forward things become increasingly complex due to extensive volcanism in possibly alternating terrestrial and lacustrine settings.



None of the Cambrian or Precambrian
rocks outcrop in the immediate Tonopah area but fragments of these lithologies are present in volcanic breccias locally, so it is believed
they form the basement of the volcanic complex.



| | ● | Property Geology
| | - | ----------------



The local geology is extremely well
documented with geological investigations going back as early as 1905 when Spurr first published his voluminous observations of the camp.
Spurr continued his work in the camp well into the 1920’s, followed by Bastin and Laney (1918), and later Nolan in 1930 published
a study of the mines in the western part of the camp, and later expanded on this work, publishing a study that encompassed the entire
camp in 1935. Later work was done in the area by Bonham (1970) and Bonham & Garside (1974 & 1979) during the time that work was
carried out by Summa, Tenneco, and Houston Oil and Minerals.



The earlier workers in the area
had the distinct advantage of having the bulk of the mine workings available at one time or another for inspection, while the later workers
had the ability to draw from all the earlier well-documented work. Given the nature of this primarily felsic volcanic center, and the
considerable alteration that has taken place prior, during and possibly somewhat after the mineralizing events, the geology of the camp
is quite complex, and deciphering the history of the geology and mineralization of the area is only possible due to the thorough the attention
paid to detail and the recording of these findings by earlier workers.



| | ● | Mineralization
| | - | --------------



The “Early” andesite
of the Mizpah formation is almost exclusively the host rock for mineralization, however Bonanza style lode mineralization of the epoch
does extend into the later andesite and in certain mines above the Mizpah into the Extension Breccia, the West End Rhyolitic intrusive
and into the Fraction Tuff. From relative positioning and age dating it has been established that the earliest mineralizing event occurred
between 20.5m.y. to 17m.y. before present.



The later mineralization event occurred
around the end of the emplacement of the Fraction Tuff.



At Three Hills the gold bearing
discontinuous, irregular, narrow, brecciated chalcedony quartz veinlets, and stockworks occur in a zone of pervasive silicification of
the Siebert Formation immediately above the contact with the Fraction Tuff. At Hasbrouck, some gold-silver mineralization is seen within
the Fraction Tuff, near its contact with the overlying Siebert formation, which hosts the bulk of the gold-silver mineralized veinlet
and stockwork deposits. These occur as erratic bodies of hydrothermal breccia accompanied by strong pervasive silicification with associated
adularia and pyrite. Adularia associated with mineralization at the Divide deposit was dated at between 16.3m.y. and 16.4 m.y. before
present.



| | ● | Previous Exploration Work
| | - | -------------------------



No significant exploration has been
noted at these mines in a few decades so a historical account of publicly found data was assimilated.



| | ● | Exploration Plans
| | - | -----------------







Recent exploration phase
for these properties has been completed.







| | · | Permits & Government Regulations
| | - | --------------------------------



This mine is subject to permitting before boreholes
can be drilled for exploration purposes. Based on BLM regulations if the disturbance is less than 5 acres on the claim, a right to explore
notice can be obtained within 2 weeks in accordance with the code of federal regulations 43 CFR 3809.301. An assurance bond in the form
of a cash will need to be filed with the state for reclamation purposes. After boreholes are plugged and surface is reclaimed with a self-sustaining
plant community then the bond can be released, and another 5 acres of disturbance can be utilized in the same manner. Bonds will range
from $2,000 and $30,000 depending on the vegetation present. If more than 5 acres are disturbed, then it is a 2-year process with environmental
studies that will be required before exploratory drilling can occur. Environmental studies can range from $20,000 and $200,000.This
will be required when we move to the implementation phase.







38







| | ● | Sampling and Analysis
| | - | ---------------------



Twenty-Three minerals were analyzed
at each sample point by a Niton XL3T 980 GOLDD+ XRF. Values were recorded in ppm (parts per million) for each sample along with GIS coordinates
from a Garmin E-trex 30x for georeferencing. Where available, rock samples were analyzed by XRF on a clean surface exposure created by
chipping the surface with a rock hammer. Quaternary alluvium was analyzed by XRF when rock samples were not available. Holes were dug
6-8 inches below the surface and then the grains were pulverized using the flat end of rock hammer that was cleaned using disposable cleaning
pads between each sample.



Samples were analyzed using a Niton
XL3T 980 GOLDD+ XRF, Serial #55948 that was calibrated by Thermo Scientific on 4/5/2019. The Niton XRF (X-Ray Fluorescence) instrument
was used in mining mode to analyze 23 minerals with GOLDD Technology enabled. GOLDD Technology: When low detection limits and high sample
throughput are critical, the Niton XL3t GOLDD+ XRF analyzer delivers measurement times up to 10-times faster than conventional Si-PIN
detectors and up to 3-times more precise than conventional smaller silicon drift detectors (SDD) – without helium purge or vacuum.
Niton analyzers also feature the highest performance X-ray tube and speed detector available on the market. Spectrographs were created
for each sample and are included in Appendix C.



Data came from two separate programs
and were manually merged into a database using Microsoft Excel. The data was then scrutinized to remove any obvious errors, whether it
was sample exposure time, or erroneous readings. This data was then manually brought into mapping software and double verified data to
ensure there were no errors while migrating data. With approximately 100 ft grid spacing between sample points, it was determined that
mapping using least squares algorithm produced the best fit maps for the collected data. Grid flexing was enabled to model data beyond
the data points to extend past the mine; although this adds some ambiguity to the edge data it produced much cleaner maps. All data points
were created using GIS data collected from the Garmin E-trex 30x coupled with ppm reading recorded from the Niton GOLDD XRF. Surface outcrops
were also mapped by hand to help understand subsurface geology. The output maps with their full analysis are shown in the following section.



| | ● | XRF Survey
| | - | ----------



The analysis of the XRF measurements
of Jasper Mine showed that the elements promising for economic benefiting are Gold, Titanium, Manganese, Iron, Arsenic, Rubidium, Strontium,
Zirconium, Niobium and Bismuth.



|Jasper                              
|------------------------------------
|XRF
    Survey Averaged Data Results
|Gold                                
|Titanium                            
|Manganese                           
|Iron                                
|Arsenic                             
|Rubidium                            
|Strontium                           
|Zirconium                           
|Niobium                             
|Hafnium                             
|Tungsten                            
|Bismuth                             







39







| | ● | Local Infrastructure
| | - | --------------------



Nearby geological attractions include
Lunar Crater, the Sump and Monte Cristo’s Castle and there are five wilderness areas within hours of the community.



Infrastructure is excellent in Tonopah
district. Power is available at various points throughout the prospect, with a high-tension line running east-west along the northern
margin of the Belmont tailings. Most supplies are available in Tonopah, while the nearest railhead is in Mina Nevada, approximately 85
kilometers (53 miles) to the northwest along highway 95. Manpower is available in the region, and personnel exist locally with training
specific to the mining industry due to the proximity of the property to Kinross’s Round Mountain, and Scorpio Gold’s Mineral
Peak operations. The owned claims all have cell phone service. Las Vegas is located approximately 280 kilometers (174 miles) to the southeast
of the property, while Reno (which is an important mining supply center) is 270 kilometers (168 miles) to the northwest. The claim block
area should be large enough to accommodate a production facility, and there are several potential processing plant sites in the area.



| | ● | Property Infrastructure
| | - | -----------------------



There are remains of
what is believed to be a good-sized cabin outside.





40







Mine 5 – Barracks Nine



Graphical user interface

Description automatically generated



Pursuant to the Purchase and Merger
Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral
interests found in the Barracks Nine Property located in Tonopah, Nevada in Esmeralda County.



| | ● | The Probable Gross Gold Reserves are 1,001,531.19 oz based on projected 200 feet excavation.
| | - | --------------------------------------------------------------------------------------------



| | ● | Property Description and Ownership
| | - | ----------------------------------



The mine is lode and open pit mine.
As defined by the U.S. Department of the Interior Bureau of Land Management, deposits subject to lode claims include classic veins or
lodes having well-defined boundaries. They also include other rock in- place bearing valuable minerals and may be broad zones of mineralized
rock. Examples include quartz or other veins bearing gold or other metallic minerals and large volume, but low-grade disseminated gold
deposits. Descriptions are by metes and bounds surveys beginning at the discovery point on the claim and including a reference to natural
objects or permanent monuments. Federal statute limits their size to a maximum of 1500 feet in length, and a maximum width of 600 feet
(300 feet on either side of the vein).





41







The general course of this claim
is North and South, and it is situated in the NE Quarter of Section 9, Township 1N, Range 41E, Mount Diablo Meridian, Esmeralda County,
Nevada. This claim is 600 feet wide and 1,500 feet tall. This claim runs from the location monument on which this location notice is posted
approximately 1,200 feet in a Northerly direction to the North end line and approximately 300 feet in a Southerly direction to the South
end line. This claim is marked by four (4) monuments, one at each corner of the claim. Additionally, there are two (2) end-line markers
on each side of the center of the claim. All markers are 4” x 4” wooden posts that are buried 1.5’ in the ground and
protrude 4.5’ above the ground embossed with the name of the claim and its location in relation to the claim.



The location monument on which this
notice is posted is situated within Section 9, Township 1N, Range 41E, Mount Diablo Meridian, Esmeralda County Nevada and this claim encompasses
portions of the following quarter section (s), Township (s), and Range (s); NE 1/4 of NE 1/4 and SE 1/4 of NE 1⁄4 Section 9, T1N, R41E,
Mount Diablo Meridian, Esmeralda County Nevada. The locality of this claim with reference to some natural object or permanent monument
and additional information (if any) concerning its locality are as follows: NE corner of this claim is the NE corner of Section 9, T1N,
R41E. Beginning at the NE corner of this claim thence 600 feet due west to the NW corner of this claim, thence 1,500 feet due south to
the SW corner of this claim, thence 600 feet due east to the SE corner of this claim, thence due north 1,500 feet back to the place of
beginning, the NE corner.



WSA Gold & Minerals, Inc. acquired
a 100% undivided, transferable interest in Serial No. NMC1186292 in the NE Quarter of Section 9, Township 1N, Range 41E, Mount Diablo
Meridian, Esmeralda County, Nevada from Gateway Gold & Minerals, Inc.



Barracks Nine
Mine



|Serial Number | Lead Serial Number | Claim Name          | County    | Disposition | Case Type | Last Assessment | Location Date | Meridian Township Range Section | Subdivision
|------------- | ------------------ | ------------------- | --------- | ----------- | --------- | --------------- | ------------- | ------------------------------- | -----------
|NMC1186293    | NMC1186292         | BARRACKSNINE   MINE | ESMERALDA | ACTIVE      | LODE      | 2020            | 01/17/2019    | 21 0010N   0410E 009            | NE         





42







Map

Description automatically generated





43







Map

Description automatically generated



| | ● | Location and Access
| | - | -------------------



The property is almost entirely
within the boundaries of the municipality of Tonopah Nevada. The property is readily accessible via Highway 95 from Las Vegas to the South
or Hwy’s 95/6 from the North/West from Northern Nevada/Reno or Bishop California, and from Highway 6 from the east which intersects
highway 95 in the heart of Tonopah. This mine can be accessed by dirt roads using an ATV (all-terrain vehicle) or four-wheel drive vehicle
and a GPS, main dirt roads leading through the mining district are maintained, but two track roads to the individual mines are often difficult
to traverse. Caution is mandatory within the entire valley as it is dotted with abandoned mines – some of them are easy to see from
a distance, and other are impossible to see until you are right on top of them. 20% of them are roped or fenced off – the rest do
not have safety barriers and one should be extremely careful in entering them. Being situated in the high desert there are limited water
sources in the area throughout 10 months out of the year.



| | ● | Regional Geology
| | - | ----------------



Tonopah is located slightly inboard
of the western margin of the Basin and Range province, and on the eastern margin of the “Walker Lane”, a zone of Miocene structural
deformation trending northwest to southeast parallel to the trend of the Sierra Madre Mountains in Eastern California. The Walker Lane
can best be characterized as a broad zone of abundant strike-slip right-stepping faulting. The trend of the pre-Tertiary geologic units
over much of the Walker Lane exhibits an arcuate pattern as a result of the influence of two major structural regimes. A series of these
arcs have been identified by past workers with the Tonopah area having been identified as being within the Silver Peak-Palmetto- Montezuma
Oroflex (Albers & Stewart 1972). The oroflex is described as southward convex with bedding, fold axes and faults trending to the northwest
in the Silver Peak Range, trending east-west in the Palmetto Mountains and swinging around to the Northeast in the Montezuma Peak region.
The Tonopah area lies on the eastern limb of the oroflex. The Walker Lane is also noted as being particularly well endowed with mineral
deposits and the coincidence of these two structural regimes has created favorable plumbing, which is responsible for the high frequency
of deposits in the region.





44







To the west of Tonopah, the White
Mountains represent the westernmost range of the central Basin and Range province. They are situated to the east of the unextended Sierra
Nevada Range and represent a crustal block that is bounded along its western flank by the high-angle White Mountains fault zone, with
up to 8 km of total dip-slip displacement. Miocene volcanic rocks preserved along the eastern side of the range unconformably overlie
Mesozoic granitic basement and dip up to 25° to the east, tilting occurred in the middle Miocene. The early geology of the general
Tonopah region is relatively simple with the earliest Cambrian and Precambrian rocks comprised primarily of distal maritime facies - limestones,
and dolomites with some hornfelsed shales. These are in fault contact with Ordivician limestones, argillites, and shales. From this point
in time forward things become increasingly complex due to extensive volcanism in possibly alternating terrestrial and lacustrine settings.
None of the Cambrian or Precambrian rocks outcrop in the immediate Tonopah area but fragments of these lithologies are present in volcanic
breccias locally, so it is believed they form the basement of the volcanic complex.





| | ● | Property Geology
| | - | ----------------



The local geology is extremely well
documented with geological investigations going back as early as 1905 when Spurr first published his voluminous observations of the camp.
Spurr continued his work in the camp well into the 1920’s, followed by Bastin and Laney (1918), and later Nolan in 1930 published
a study of the mines in the western part of the camp, and later expanded on this work, publishing a study that encompassed the entire
camp in 1935. Later work was done in the area by Bonham (1970) and Bonham & Garside (1974 & 1979) during the time that work was
carried out by Summa, Tenneco, and Houston Oil and Minerals. The earlier workers in the area had the distinct advantage of having the
bulk of the mine workings available at one time or another for inspection, while the later workers had the ability to draw from all the
earlier well-documented work.



Given the nature of this primarily
felsic volcanic center, and the considerable alteration that has taken place prior, during and possibly somewhat after the mineralizing
events, the geology of the camp is quite complex, and deciphering the history of the geology and mineralization of the area is only possible
due to the thorough the attention paid to detail and the recording of these findings by earlier workers.



| | ● | Mineralization
| | - | --------------



The “Early” andesite
of the Mizpah formation is almost exclusively the host rock for mineralization, however Bonanza style lode mineralization of the epoch
does extend into the later andesite and in certain mines above the Mizpah into the Extension Breccia, the West End Rhyolitic intrusive
and into the Fraction Tuff. From relative positioning and age dating it has been established that the earliest mineralizing event occurred
between 20.5m.y. to 17m.y. before present.



The later mineralization event occurred
around the end of the emplacement of the Fraction Tuff.



At Three Hills the gold bearing
discontinuous, irregular, narrow, brecciated chalcedony quartz veinlets, and stockworks occur in a zone of pervasive silicification of
the Siebert Formation immediately above the contact with the Fraction Tuff. At Hasbrouck, some gold-silver mineralization is seen within
the Fraction Tuff, near its contact with the overlying Siebert formation, which hosts the bulk of the gold-silver mineralized veinlet
and stockwork deposits. These occur as erratic bodies of hydrothermal breccia accompanied by strong pervasive silicification with associated
adularia and pyrite. Adularia associated with mineralization at the Divide deposit was dated at between 16.3m.y. and 16.4 m.y. before
present.



It is easy to see the vein they
were following, a rich vein with lots of gem-quality quartz in a thick, wide vein running from the surface down. A shaft was cut 62 feet
deep at about a 20-degree angle, and at the bottom, it branches into a horizontal adit running North to Northeast under the peak of this
hill right next to the General Thomas Hill (where one of the largest producing mines in the area is still located). There is some really
good color even at the top of the shaft, so easy to get to. There is plenty of material in the access point before you even enter the
mine. This is one of the last Tonopah mines available for mining.







45







| | ● | Previous Exploration Work
| | - | -------------------------



No significant exploration has been
noted at these mines in a few decades so a historical account of publicly found data was assimilated. The Tonopah Mining District began
circa 1900 with the discovery of gold and silver-rich ore by prospector Jim Butler when he went looking for a lost burro he owned. The
burro had wandered off during the night and sought shelter near a rock outcropping. When Butler discovered the animal the next morning,
he picked up a rock to throw at the beast, but instead noticed the rock was unusually heavy. He had stumbled upon the second-richest silver
strike in Nevada history. While Butler may have been responsible for the first ore strike, it took men of wealth and power to consolidate
the mines and reinvest their profits into the infrastructure of the town of Tonopah.



George Wingfield, a 24-year-old
poker player when he arrived in Tonopah, played poker, and dealt faro in the town saloons. Once he had a small bankroll, he talked Jack
Carey, owner of the Tonopah Club, into taking him in as a partner and to file for a gaming license. In 1903, miners rioted against Chinese
workers in Tonopah, which spurred a boycott in China of U.S. goods. By 1904, after investing his winnings in the Boston-Tonopah Mining
Company, Wingfield was worth $2 million. When old friend George S. Nixon, a banker, arrived in town, Wingfield invested in his Nye County
Bank. They grub staked miners with friend Nick Abelman, bought existing mines, and by the time the partners moved to Goldfield, Nevada
and made their Goldfield Consolidated Mining Company a public corporation in 1906, , Nixon and Wingfield were worth over $30 million.
Small mining ventures continue to this day to provide income for local miners.





The discovery and development of
the Tonopah area can be separated into four periods. From 1900 to 1903 the various participants acquired their ground and commenced development
work by sinking shafts to access the ore. Between 1903 and 1907 development continued and better and more efficient equipment was deployed
to increase production. The recession of 1907 to 1910 caused production to drop off as only the higher-grade ore could be profitably mined
with silver prices dropping to as low as $0.25/oz. During this period many of the weaker companies went out of business and consolidation
of claims occurred. The high point of the Tonopah camp occurred between 1910 and 1930 with production peaking around 1918 at 622,364
tons/year, with a recorded value of $9,311,560, and declining steadily through the 1920’s.



Production came to a halt with the
exception of leasehold mining in the 30’s due to the depression and low precious metals prices. There was virtually no activity
during the war in the 40’s but there was somewhat of a resurgence of activity in the 50’s. In the Tonopah area produced in
the order of 174 million ounces of silver, and 1.86 million ounces of gold from approximately 8.8 million tons of ore. Sporadic exploration
has continued in the general area with new prospects being discovered including the Hall Molybdenum Mine, the Midway, Three Hills, and
Hasbrouck gold prospects.



By January of 1901 there were between
40 and 50 lessees working leases granted by Butler et al, which consisted of 100 feet of vein and 50 feet to either side. It is problematic
to determine exactly what production came from which claim or lease as typically several were amalgamated by a single company, and quite
often the underground workings connected from one claim to the next. Often a shaft on one claim was used pretty much exclusively while
a nearby shaft on the same groups of claims sat idle. It is likely impossible to ascertain or differentiate what production came from
a single source or ascribe in many cases the full significance of some of these veins especially as quite often the production from one
mine was brought to surface at another shaft, and not reported in a segregated manner.



| | ● | Exploration Plans
| | - | -----------------



Recent exploration phase for the
property has been completed.



| | ● | Permits
                                            & Government Regulations
| | - | ----------------------------------------------------------------------------



This mine is subject to permitting before boreholes
can be drilled for exploration purposes. Based on BLM regulations if the disturbance is less than 5 acres on the claim, a right to explore
notice can be obtained within 2 weeks in accordance with the code of federal regulations 43 CFR 3809.301. An assurance bond in the form
of a cash will need to be filed with the state for reclamation purposes. After boreholes are plugged and surface is reclaimed with a self-sustaining
plant community then the bond can be released, and another 5 acres of disturbance can be utilized in the same manner. Bonds will range
from $2,000 and $30,000 depending on the vegetation present. If more than 5 acres are disturbed, then it is a 2-year process with environmental
studies that will be required before exploratory drilling can occur. Environmental studies can range from $20,000 and $200,000.This
will be required when we move to the implementation phase.



| | ● | Sampling
    and Analysis
| | - | -------------------------



Twenty-Three minerals were analyzed
at each sample point by a Niton XL3T 980 GOLDD+ XRF. Values were recorded in ppm (parts per million) for each sample along with GIS coordinates
from a Garmin E-trex 30x for georeferencing. Where available, rock samples were analyzed by XRF on a clean surface exposure created by
chipping the surface with a rock hammer. Quaternary alluvium was analyzed by XRF when rock samples were not available. Holes were dug
6-8 inches below the surface and then the grains were pulverized using the flat end of rock hammer that was cleaned using disposable cleaning
pads between each sample.







46







Samples were analyzed using a Niton
XL3T 980 GOLDD+ XRF, Serial #55948 that was calibrated by Thermo Scientific on 4/5/2019. The Niton XRF (X-Ray Fluorescence) instrument
was used in mining mode to analyze 23 minerals with GOLDD Technology enabled. GOLDD Technology: When low detection limits and high sample
throughput are critical, the Niton XL3t GOLDD+ XRF analyzer delivers measurement times up to 10-times faster than conventional Si-PIN
detectors and up to 3-times more precise than conventional smaller silicon drift detectors (SDD) – without helium purge or vacuum.
Niton analyzers also feature the highest performance X-ray tube and speed detector available on the market. Spectrographs were created
for each sample and are included in Appendix C.





Data came from two separate programs
and were manually merged into a database using Microsoft Excel. The data was then scrutinized to remove any obvious errors, whether it
was sample exposure time, or erroneous readings. This data was then manually brought into mapping software and double verified data to
ensure there were no errors while migrating data. With approximately 100 ft grid spacing between sample points, it was determined that
mapping using least squares algorithm produced the best fit maps for the collected data. Grid flexing was enabled to model data beyond
the data points to extend past the mine; although this adds some ambiguity to the edge data it produced much cleaner maps. All data points
were created using GIS data collected from the Garmin E-trex 30x coupled with ppm reading recorded from the Niton GOLDD XRF. Surface outcrops
were also mapped by hand to help understand subsurface geology. The output maps with their full analysis are shown in the following section.





| | ● | XRF Survey
| | - | ----------



The analysis of the XRF measurements
of Barracks Nine Mine showed that the elements promising for economic benefiting are: Gold, Titanium, Manganese, Iron, Arsenic, Rubidium,
Strontium, Zirconium, Niobium and Bismuth.





|Barracks Nine                   
|--------------------------------
|XRF Survey Averaged Data Results
|Gold                            
|Titanium                        
|Manganese                       
|Iron                            
|Arsenic                         
|Rubidium                        
|Strontium                       
|Zirconium                       
|Niobium                         
|Hafnium                         
|Tungsten                        
|Bismuth                         





47







| | ● | Local
    Infrastructure
| | - | ------------------------



Nearby geological attractions include
Lunar Crater, the Sump and Monte Cristo’s Castle and there are five wilderness areas within hours of the community. The nearby Tonopah
Test Range is the town’s main source of employment. The military has used the range and surrounding areas over the last half dozen
decades as a nuclear test site, a bombing range, and as a base of operations for the development of the F-117 Nighthawk. Its location
about halfway between Reno and Las Vegas as a stopover and rest spot on a lonely highway, the town has done fairly well. The Tonopah Station
has slots, and the Banc Club also offers some gaming. Numerous restaurants, shops, gas stations and motels means it is a perfect place
for staging while you work this mine.



Infrastructure is excellent in Tonopah
district. Power is available at various points throughout the prospect, with a high-tension line running east-west along the northern
margin of the Belmont tailings. Most supplies are available in Tonopah, while the nearest railhead is in Mina Nevada, approximately 85
kilometers (53 miles) to the northwest along highway 95. Manpower is available in the region, and personnel exist locally with training
specific to the mining industry due to the proximity of the property to Kinross’s Round Mountain, and Scorpio Gold’s Mineral
Peak operations. The owned claims all have cell phone service. Las Vegas is located approximately 280 kilometers (174 miles) to the southeast
of the property, while Reno (which is an important mining supply center) is 270 kilometers (168 miles) to the northwest. The claim block
area should be large enough to accommodate a production facility, and there are several potential processing plant sites in the area.



| | ● | Property Infrastructure
| | - | -----------------------



There is no developed
infrastructure on this property.





48







Mine 6 – Eclipse



Graphical user interface

Description automatically generated with low confidence



Pursuant to the Purchase and Merger
Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral
interests found in the Eclipse Mine Property located in Tonopah, Nevada in Esmeralda County.



| | ● | The Probable Gross Gold Reserves   are 2,657,630.86 oz based on projected 200 feet
                                                                                    excavation. This estimate includes the Fortuna mine claim. Due to the topography less, samples were taken at these two adjacent
                                                                                    claims which leads to greater uncertainty in reserve numbers.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





49







| | ● | Property Description and Ownership
| | - | ----------------------------------



The Eclipse mine is lode and open-pit
mines. As defined by the U.S. Department of the Interior Bureau of Land Management, deposits subject to lode claims include classic veins
or lodes having well-defined boundaries. They also include other rock in- place bearing valuable minerals and may be broad zones of mineralized
rock. Examples include quartz or other veins bearing gold or other metallic minerals and large volume, but low-grade disseminated gold
deposits. Descriptions are by metes and bounds surveys beginning at the discovery point on the claim and including a reference to natural
objects or permanent monuments. Federal statute limits their size to a maximum of 1500 feet in length, and a maximum width of 600 feet
(300 feet on either side of the vein).



The general course of this claim
is North and South, and it is situated in the NW Quarter of Section 11, Township 1N, Range 40E, Mount Diablo Meridian, Esmeralda County,
Nevada. This claim is 1,500 feet in length and 600 feet in width. This claim runs from the location monument on which this location notice
is posted approximately 1,200 feet in a Northerly direction to the North end line and approximately 300 feet in a Southerly direction
to the South end line. This claim is marked by four (4) monuments, one at each corner of the claim. Additionally, there are two (2) end-line
markers on each side of the center of the claim. All markers are 4” x 4” wooden posts that are buried 1.5’ in the ground
and protrude 4.5’ above the ground embossed with the name of the claim and its location in relation to the claim.



The location monument on which this
notice is posted is situated within Section 11, Township IN, Range 40E, Mount Diablo Meridian, Esmeralda County Nevada and this claim
encompasses portions of the following quarter section (s), Township (s), and Range (s); NW 1/4 of Section 11, T1N, R40E, Mount Diablo
Meridian, Esmeralda County Nevada. The locality of this claim with reference to some natural object or permanent monument and additional
information (if any) concerning its locality are as follows: NW corner of this claim is located 1,130 Feet South and 1,230 Feet East from
the NW corner of Section 11, T1N, R40E. Beginning at the NW corner of this claim thence south a distance of 1,500 feet to the SW corner
of this claim, thence east 600 feet to the SE corner of this claim, thence North 1,500 feet to the NE corner of this claim, thence west
600 feet back to the place of beginning.



WSA Gold & Minerals, Inc. acquired
a 100% undivided, transferable interest in Serial No. NMC1187899 in the NW Quarter of Section 11, Township 1N, Range 40E, Mount Diablo
Meridian, Esmeralda County, Nevada from Gateway Gold & Minerals, Inc.



Eclipse Mine



|Serial Number | Lead Serial Number | Claim Name   | County    | Disposition | Case Type | Last Assessment | Location Date | Meridian Township Range Section | Subdivision
|------------- | ------------------ | ------------ | --------- | ----------- | --------- | --------------- | ------------- | ------------------------------- | -----------
|NMC1187899    | NMC1187899         | ECLIPSE MINE | ESMERALDA | ACTIVE      | LODE      | 2020            | 03/12/2019    | 21 0010N   0400E   011          | NW         





50









Diagram, map

Description automatically generated





51







Map

Description automatically generated



| | ● | Location and Access
| | - | -------------------



The property is almost entirely
within the boundaries of the municipality of Tonopah Nevada. The property is readily accessible via Highway 95 from Las Vegas to the South
or Hwy’s 95/6 from the North/West from Northern Nevada/Reno or Bishop California, and from Highway 6 from the east which intersects
highway 95 in the heart of Tonopah. This mine can be accessed by dirt roads using an ATV (all-terrain vehicle) or four-wheel drive vehicle
and a GPS, main dirt roads leading through the mining district are maintained, but two track roads to the individual mines are often difficult
to traverse. Caution is mandatory within the entire valley as it is dotted with abandoned mines – some of them are easy to see from
a distance, and other are impossible to see until you are right on top of them. 20% of them are roped or fenced off – the rest do
not have safety barriers and one should be extremely careful in entering them. Being situated in the high desert there are limited water
sources in the area throughout 10 months out of the year.



| | ● | Regional Geology
| | - | ----------------



Tonopah is located slightly inboard
of the western margin of the Basin and Range province, and on the eastern margin of the “Walker Lane”, a zone of Miocene structural
deformation trending northwest to southeast parallel to the trend of the Sierra Madre Mountains in Eastern California. The Walker Lane
can best be characterized as a broad zone of abundant strike-slip right-stepping faulting. The trend of the pre-Tertiary geologic units
over much of the Walker Lane exhibits an arcuate pattern as a result of the influence of two major structural regimes. A series of these
arcs have been identified by past workers with the Tonopah area having been identified as being within the Silver Peak-Palmetto- Montezuma
Oroflex (Albers & Stewart 1972). The oroflex is described as southward convex with bedding, fold axes and faults trending to the northwest
in the Silver Peak Range, trending east-west in the Palmetto Mountains and swinging around to the Northeast in the Montezuma Peak region.
The Tonopah area lies on the eastern limb of the oroflex. The Walker Lane is also noted as being particularly well endowed with mineral
deposits and the coincidence of these two structural regimes has created favorable plumbing, which is responsible for the high frequency
of deposits in the region.





52







To the west of Tonopah, the White
Mountains represent the westernmost range of the central Basin and Range province. They are situated to the east of the unextended Sierra
Nevada Range and represent a crustal block that is bounded along its western flank by the high-angle White Mountains fault zone, with
up to 8 km of total dip-slip displacement. Miocene volcanic rocks preserved along the eastern side of the range unconformably overlie
Mesozoic granitic basement and dip up to 25° to the east, tilting occurred in the middle Miocene. The early geology of the general
Tonopah region is relatively simple with the earliest Cambrian and Precambrian rocks comprised primarily of distal maritime facies - limestones,
and dolomites with some hornfelsed shales. These are in fault contact with Ordivician limestones, argillites, and shales. From this point
in time forward things become increasingly complex due to extensive volcanism in possibly alternating terrestrial and lacustrine settings.
None of the Cambrian or Precambrian rocks outcrop in the immediate Tonopah area but fragments of these lithologies are present in volcanic
breccias locally, so it is believed they form the basement of the volcanic complex.



| | ● | Property Geology
| | - | ----------------



The local geology is extremely well
documented with geological investigations going back as early as 1905 when Spurr first published his voluminous observations of the camp.
Spurr continued his work in the camp well into the 1920’s, followed by Bastin and Laney (1918), and later Nolan in 1930 published
a study of the mines in the western part of the camp, and later expanded on this work, publishing a study that encompassed the entire
camp in 1935. Later work was done in the area by Bonham (1970) and Bonham & Garside (1974 & 1979) during the time that work was
carried out by Summa, Tenneco, and Houston Oil and Minerals. The earlier workers in the area had the distinct advantage of having the
bulk of the mine workings available at one time or another for inspection, while the later workers had the ability to draw from all the
earlier well-documented work.



Given the nature of this primarily
felsic volcanic center, and the considerable alteration that has taken place prior, during and possibly somewhat after the mineralizing
events, the geology of the camp is quite complex, and deciphering the history of the geology and mineralization of the area is only possible
due to the thorough the attention paid to detail and the recording of these findings by earlier workers.



| | ● | Mineralization
| | - | --------------



The “Early” andesite
of the Mizpah formation is almost exclusively the host rock for mineralization, however Bonanza style lode mineralization of the epoch
does extend into the later andesite and in certain mines above the Mizpah into the Extension Breccia, the West End Rhyolitic intrusive
and into the Fraction Tuff. From relative positioning and age dating it has been established that the earliest mineralizing event occurred
between 20.5m.y. to 17m.y. before present.



The later mineralization event occurred
around the end of the emplacement of the Fraction Tuff.



At Three Hills the gold bearing
discontinuous, irregular, narrow, brecciated chalcedony quartz veinlets, and stockworks occur in a zone of pervasive silicification of
the Siebert Formation immediately above the contact with the Fraction Tuff. At Hasbrouck, some gold-silver mineralization is seen within
the Fraction Tuff, near its contact with the overlying Siebert formation, which hosts the bulk of the gold-silver mineralized veinlet
and stockwork deposits. These occur as erratic bodies of hydrothermal breccia accompanied by strong pervasive silicification with associated
adularia and pyrite. Adularia associated with mineralization at the Divide deposit was dated at between 16.3m.y. and 16.4 m.y. before
present.



| | ● | Previous Exploration Work
| | - | -------------------------



No significant exploration completed
prior to our exploration phase.



| | ● | Exploration Plans
| | - | -----------------



Recent exploration phase
for these properties has been completed.





53







| | ● | Permits & Government Regulations
| | - | --------------------------------

This mine is subject to permitting before boreholes
can be drilled for exploration purposes. Based on BLM regulations if the disturbance is less than 5 acres on the claim, a right to explore
notice can be obtained within 2 weeks in accordance with the code of federal regulations 43 CFR 3809.301. An assurance bond in the form
of a cash will need to be filed with the state for reclamation purposes. After boreholes are plugged and surface is reclaimed with a self-sustaining
plant community then the bond can be released, and another 5 acres of disturbance can be utilized in the same manner. Bonds will range
from $2,000 and $30,000 depending on the vegetation present. If more than 5 acres are disturbed, then it is a 2-year process with environmental
studies that will be required before exploratory drilling can occur. Environmental studies can range from $20,000 and $200,000.This
will be required when we move to the implementation phase.



| | ● | Sampling and Analysis
| | - | ---------------------



Twenty-Three minerals were analyzed
at each sample point by a Niton XL3T 980 GOLDD+ XRF. Values were recorded in ppm (parts per million) for each sample along with GIS coordinates
from a Garmin E-trex 30x for georeferencing. Where available, rock samples were analyzed by XRF on a clean surface exposure created by
chipping the surface with a rock hammer. Quaternary alluvium was analyzed by XRF when rock samples were not available. Holes were dug
6-8 inches below the surface and then the grains were pulverized using the flat end of rock hammer that was cleaned using disposable cleaning
pads between each sample.



Samples were analyzed using a Niton
XL3T 980 GOLDD+ XRF, Serial #55948 that was calibrated by Thermo Scientific on 4/5/2019. The Niton XRF (X-Ray Fluorescence) instrument
was used in mining mode to analyze 23 minerals with GOLDD Technology enabled. GOLDD Technology: When low detection limits and high sample
throughput are critical, the Niton XL3t GOLDD+ XRF analyzer delivers measurement times up to 10-times faster than conventional Si-PIN
detectors and up to 3-times more precise than conventional smaller silicon drift detectors (SDD) – without helium purge or vacuum.
Niton analyzers also feature the highest performance X-ray tube and speed detector available on the market. Spectrographs were created
for each sample and are included in Appendix C.



Data came from two separate programs
and were manually merged into a database using Microsoft Excel. The data was then scrutinized to remove any obvious errors, whether it
was sample exposure time, or erroneous readings. This data was then manually brought into mapping software and double verified data to
ensure there were no errors while migrating data. With approximately 100 ft grid spacing between sample points, it was determined that
mapping using least squares algorithm produced the best fit maps for the collected data. Grid flexing was enabled to model data beyond
the data points to extend past the mine; although this adds some ambiguity to the edge data it produced much cleaner maps. All data points
were created using GIS data collected from the Garmin E-trex 30x coupled with ppm reading recorded from the Niton GOLDD XRF. Surface outcrops
were also mapped by hand to help understand subsurface geology. The output maps with their full analysis are shown in the following section.



| | ● | XRF Survey
| | - | ----------



The analysis of the XRF measurements
of Eclipse & Fortuna Mines are combined and showed that the elements promising for economic benefiting are Gold, Titanium, Manganese,
Iron, Arsenic, Rubidium, Strontium, Zirconium, Niobium, Hafnium, Tungsten, and Bismuth. These mines are adjacent to one another and were
combined during mapping and analysis. The terrain was extreme and difficult to traverse. Limited samples were taken on slopes greater
than 30% due to safety concerns. All visible pits, shafts and ridges were sampled, refer to Ni 43-101 Technical Report for further details.
Due to limited samples many of the values were extrapolated from inputs into mapping software and thus should be considered when reviewing.







54











|Eclipse & Fortuna               
|--------------------------------
|XRF Survey Averaged Data Results
|Gold                            
|Titanium                        
|Manganese                       
|Iron                            
|Arsenic                         
|Rubidium                        
|Strontium                       
|Zirconium                       
|Niobium                         
|Hafnium                         
|Tungsten                        
|Bismuth                         



Identicality
of Measurements of Eclipse & Fortuna Mines



The mines are in very rugged territory and share a
common lease line. Due to limited access to collect samples and computer modeling it was determined that combining the claims was the
most logical way to analyze them, also the claims will be combined during operations. “The analysis of the XRF measurements of Fortuna
& Eclipse Mines are combined and showed that the elements promising for economic benefiting are Gold, Titanium, Manganese, Iron, Arsenic,
Rubidium, Strontium, Zirconium, Niobium, Hafnium, Tungsten, and Bismuth. These mines are adjacent to one another and were combined during
mapping and analysis. The terrain was extreme and difficult to traverse. Limited samples were taken on slopes greater than 30% due to
safety concerns. All visible pits, shafts and ridges were sampled, refer to No. 43-101 Technical Report for further details. Due to limited
samples many of the values were extrapolated from inputs into mapping software and thus should be considered when reviewing.



| | ● | Local Infrastructure
| | - | --------------------



Nearby geological attractions include
Lunar Crater, the Sump and Monte Cristo’s Castle and there are five wilderness areas within hours of the community. The nearby Tonopah
Test Range is the town’s main source of employment. The military has used the range and surrounding areas over the last half dozen
decades as a nuclear test site, a bombing range, and as a base of operations for the development of the F-117 Nighthawk. Its location
about halfway between Reno and Las Vegas as a stopover and rest spot on a lonely highway, the town has done fairly well. The Tonopah Station
has slots, and the Banc Club also offers some gaming. Numerous restaurants, shops, gas stations and motels means it is a perfect place
for staging while you work this mine.





Infrastructure is excellent in Tonopah
district. Power is available at various points throughout the prospect, with a high-tension line running east-west along the northern
margin of the Belmont tailings. Most supplies are available in Tonopah, while the nearest railhead is in Mina Nevada, approximately 85
kilometers (53 miles) to the northwest along highway 95. Manpower is available in the region, and personnel exist locally with training
specific to the mining industry due to the proximity of the property to Kinross’s Round Mountain, and Scorpio Gold’s Mineral
Peak operations. The owned claims all have cell phone service. Las Vegas is located approximately 280 kilometers (174 miles) to the southeast
of the property, while Reno (which is an important mining supply center) is 270 kilometers (168 miles) to the northwest. The claim block
area should be large enough to accommodate a production facility, and there are several potential processing plant sites in the area.





55







| | ● | Property Infrastructure
| | - | -----------------------



There is no developed infrastructure
on this property.



Mine 7 – Fortuna



A picture containing graphical user interface

Description automatically generated





56







Pursuant to the Purchase and Merger
Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral
interests found in the Fortuna Mine Property located in Tonopah, Nevada in Esmeralda County.



| | ● | The Probable Gross gold Gold Reserves are 2,657,630.86 oz based on projected 200 feet excavation.
                                                                                    This estimate includes the Eclipse mine claim. Due to the topography less, samples were taken at these two adjacent claims which
                                                                                    leads to greater uncertainty in reserve numbers.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Property Description and Ownership
| | - | ----------------------------------



The Fortuna mine is lode and open-pit
mines. As defined by the U.S. Department of the Interior Bureau of Land Management, deposits subject to lode claims include classic veins
or lodes having well-defined boundaries. They also include other rock in- place bearing valuable minerals and may be broad zones of mineralized
rock. Examples include quartz or other veins bearing gold or other metallic minerals and large volume, but low-grade disseminated gold
deposits. Descriptions are by metes and bounds surveys beginning at the discovery point on the claim and including a reference to natural
objects or permanent monuments. Federal statute limits their size to a maximum of 1500 feet in length, and a maximum width of 600 feet
(300 feet on either side of the vein).



The general course of this claim
is North and South, and it is situated in the NW Quarter of Section 11, Township 1N, Range 40E, Mount Diablo Meridian, Esmeralda County,
Nevada. This claim is 600 feet wide and 1,500 feet high. This claim runs from the location monument on which this location notice is posted
approximately 1,200 feet in a Northerly direction to the North end line and approximately 300 feet in a Southerly direction to the South
end line. This claim is marked by four (4) monuments, one at each corner of the claim. Additionally, there are two (2) end-line markers
on each side of the center of the claim. All markers are 4” x 4” posts that are buried 1.5’ in the ground and protrude
4.5’ above the ground embossed with the name of the claim and its location in relation to the claim.



The location monument on which this
notice is posted is situated within Section 11, Township 1N, Range 40E, Mount Diablo Meridian, Esmeralda County Nevada and this claim
encompasses portions of the following quarter section (s), Township (s), and Range (s); NW 1/4 of NW 1/4 and SW 1/4 of NW 1/4 Section
11, T1N, R40E, Mount Diablo Meridian, Esmeralda County Nevada. The locality of this claim with reference to some natural object or permanent
monument and additional information (if any) concerning its locality are as follows: NW corner of this claim is located 1,150 Feet South
and 570 Feet East from the NW corner of Section 11, T1N, R40E. Beginning at the NW corner of this claim thence 1,500 feet due south to
the SW corner of this claim, thence due east 600 feet to the SE corner of this claim, thence due north 1,500 feet to the NE corner of
this claim, thence due west 600 feet back to the place of beginning, the NW corner.





WSA Gold & Minerals, Inc. acquired
a 100% undivided, transferable interest in Serial No. NMC1190597 in the NW Quarter of Section 11, Township 1N, Range 40E, Mount Diablo
Meridian, Esmeralda County, Nevada from Gateway Gold & Minerals, Inc.



Fortuna Mine



|Serial Number | Lead Serial Number | Claim Name   | County    | Disposition | Case Type | Last Assessment | Location Date | Meridian Township Range Section | Subdivision
|------------- | ------------------ | ------------ | --------- | ----------- | --------- | --------------- | ------------- | ------------------------------- | -----------
|NMC1190597    | NMC1190597         | FORTUNA MINE | ESMERALDA | ACTIVE      | LODE      | 2020            | 07/21/2019    | 21 0010N   0400E   011          | NW         





57







Map

Description automatically generated





58







Diagram, map

Description automatically generated





Map

Description automatically generated



| | ● | Location and Access
| | - | -------------------



The FORTUNA MINE lode mining
claim, NMC1190597. The general course of this claim is North and South, and it is situated in the NW Quarter of Section 11, Township
1N, Range 40E, Mount Diablo Meridian, Esmeralda County, Nevada. This claim is 600 feet wide and 1,500 feet high. This claim runs from
the location monument on which this location notice is posted approximately 1,200 feet in a Northerly direction to the North end line
and approximately 300 feet in a Southerly direction to the South end line. This claim is marked by four (4) monuments, one at each corner
of the claim. Additionally, there are two (2) end-line markers on each side of the center of the claim. All markers are 4" x 4"
posts that are buried 1.5' in the ground and protrude 4.5' above the ground embossed with the name of the claim and its location in relation
to the claim. The location monument on which this notice is posted is situated within Section 11, Township 1N, Range 40E, Mount Diablo
Meridian, Esmeralda County Nevada and this claim encompasses portions of the following quarter section (s), Township (s), and Range (s);
NW 1/4 of NW 1/4 and SW 1/4 of NW 1/4 Section 11, T1N, R40E, Mount Diablo Meridian, Esmeralda County Nevada. The locality of this claim
with reference to some natural object or permanent monument and additional information (if any) concerning its locality are as follows:
NW corner of this claim is located 1,150 Feet South and 570 Feet East from the NW corner of Section 11, T1N, R40E. Beginning at the NW
corner of this claim thence 1,500 feet due south to the SW corner of this claim, thence due east 600 feet to the SE corner of this claim,
thence due north 1,500 feet to the NE corner of this claim, thence due west 600 feet back to the place of beginning, the NW corner.



| | ● | Regional Geology
| | - | ----------------



Tonopah is located slightly inboard
of the western margin of the Basin and Range province, and on the eastern margin of the “Walker Lane”, a zone of Miocene structural
deformation trending northwest to southeast parallel to the trend of the Sierra Madre Mountains in Eastern California. The Walker Lane
can best be characterized as a broad zone of abundant strike-slip right-stepping faulting. The trend of the pre-Tertiary geologic units
over much of the Walker Lane exhibits an arcuate pattern as a result of the influence of two major structural regimes. A series of these
arcs have been identified by past workers with the Tonopah area having been identified as being within the Silver Peak-Palmetto- Montezuma
Oroflex (Albers & Stewart 1972). The oroflex is described as southward convex with bedding, fold axes and faults trending to the northwest
in the Silver Peak Range, trending east-west in the Palmetto Mountains and swinging around to the Northeast in the Montezuma Peak region.
The Tonopah area lies on the eastern limb of the oroflex. The Walker Lane is also noted as being particularly well endowed with mineral
deposits and the coincidence of these two structural regimes has created favorable plumbing, which is responsible for the high frequency
of deposits in the region.





59







To the west of Tonopah, the White Mountains
represent the westernmost range of the central Basin and Range province. They are situated to the east of the unextended Sierra Nevada
Range and represent a crustal block that is bounded along its western flank by the high-angle White Mountains fault zone, with up to 8
km of total dip-slip displacement. Miocene volcanic rocks preserved along the eastern side of the range unconformably overlie Mesozoic
granitic basement and dip up to 25° to the east, tilting occurred in the middle Miocene. The early geology of the general Tonopah
region is relatively simple with the earliest Cambrian and Precambrian rocks comprised primarily of distal maritime facies - limestones,
and dolomites with some hornfelsed shales. These are in fault contact with Ordivician limestones, argillites and shales. From this point
in time forward things become increasingly complex due to extensive volcanism in possibly alternating terrestrial and lacustrine settings.
None of the Cambrian or Precambrian rocks outcrop in the immediate Tonopah area but fragments of these lithologies are present in volcanic
breccias locally, so it is believed they form the basement of the volcanic complex.



| | ● | Property Geology
| | - | ----------------



The local geology is extremely well
documented with geological investigations going back as early as 1905 when Spurr first published his voluminous observations of the camp.
Spurr continued his work in the camp well into the 1920’s, followed by Bastin and Laney (1918), and later Nolan in 1930 published
a study of the mines in the western part of the camp, and later expanded on this work, publishing a study that encompassed the entire
camp in 1935. Later work was done in the area by Bonham (1970) and Bonham & Garside (1974 & 1979) during the time that work was
carried out by Summa, Tenneco, and Houston Oil and Minerals. The earlier workers in the area had the distinct advantage of having the
bulk of the mine workings available at one time or another for inspection, while the later workers had the ability to draw from all the
earlier well-documented work.



Given the nature of this primarily
felsic volcanic center, and the considerable alteration that has taken place prior, during and possibly somewhat after the mineralizing
events, the geology of the camp is quite complex, and deciphering the history of the geology and mineralization of the area is only possible
due to the thorough the attention paid to detail and the recording of these findings by earlier workers.



| | ● | Mineralization
| | - | --------------



The “Early” andesite
of the Mizpah formation is almost exclusively the host rock for mineralization, however Bonanza style lode mineralization of the epoch
does extend into the later andesite and in certain mines above the Mizpah into the Extension Breccia, the West End Rhyolitic intrusive
and into the Fraction Tuff. From relative positioning and age dating it has been established that the earliest mineralizing event occurred
between 20.5m.y. to 17m.y. before present.



The later mineralization event occurred
around the end of the emplacement of the Fraction Tuff.



At Three Hills the gold bearing
discontinuous, irregular, narrow, brecciated chalcedony quartz veinlets, and stockworks occur in a zone of pervasive silicification of
the Siebert Formation immediately above the contact with the Fraction Tuff. At Hasbrouck, some gold-silver mineralization is seen within
the Fraction Tuff, near its contact with the overlying Siebert formation, which hosts the bulk of the gold-silver mineralized veinlet
and stockwork deposits.



These occur as erratic bodies of
hydrothermal breccia accompanied by strong pervasive silicification with associated adularia and pyrite. Adularia associated with mineralization
at the Divide deposit was dated at between 16.3m.y. and 16.4 m.y. before present.



| | ● | Previous Exploration Work
| | - | -------------------------



No significant exploration has been
noted at these mines in a few decades so a historical account of publicly found data was assimilated.



| | ● | Exploration Plans
| | - | -----------------



Recent exploration phase
for these properties has been completed.



| | ● | Permits & Government Regulations
| | - | --------------------------------



This mine is subject to permitting before boreholes
can be drilled for exploration purposes. Based on BLM regulations if the disturbance is less than 5 acres on the claim, a right to explore
notice can be obtained within 2 weeks in accordance with the code of federal regulations 43 CFR 3809.301. An assurance bond in the form
of a cash will need to be filed with the state for reclamation purposes. After boreholes are plugged and surface is reclaimed with a self-sustaining
plant community then the bond can be released, and another 5 acres of disturbance can be utilized in the same manner. Bonds will range
from $2,000 and $30,000 depending on the vegetation present. If more than 5 acres are disturbed, then it is a 2-year process with environmental
studies that will be required before exploratory drilling can occur. Environmental studies can range from $20,000 and $200,000.This
will be required when we move to the implementation phase.





60







| | ● | Sampling and Analysis
| | - | ---------------------



Twenty-Three
minerals were analyzed at each sample point by a Niton XL3T 980 GOLDD+ XRF. Values were recorded in ppm (parts per million) for each
sample along with GIS coordinates from a Garmin E-trex 30x for georeferencing. Where available, rock samples were analyzed by XRF on
a clean surface exposure created by chipping the surface with a rock hammer. Quaternary alluvium was analyzed by XRF when rock
samples were not available. Holes were dug 6-8 inches below the surface and then the grains were pulverized using the flat end of
rock hammer that was cleaned using disposable cleaning pads between each sample.



Samples were analyzed using a Niton
XL3T 980 GOLDD+ XRF, Serial #55948 that was calibrated by Thermo Scientific on 4/5/2019. The Niton XRF (X-Ray Fluorescence) instrument
was used in mining mode to analyze 23 minerals with GOLDD Technology enabled. GOLDD Technology: When low detection limits and high sample
throughput are critical, the Niton XL3t GOLDD+ XRF analyzer delivers measurement times up to 10-times faster than conventional Si-PIN
detectors and up to 3-times more precise than conventional smaller silicon drift detectors (SDD) – without helium purge or vacuum.
Niton analyzers also feature the highest performance X-ray tube and speed detector available on the market. Spectrographs were created
for each sample and are included in Appendix C.



Data came from two separate programs
and were manually merged into a database using Microsoft Excel. The data was then scrutinized to remove any obvious errors, whether it
was sample exposure time, or erroneous readings. This data was then manually brought into mapping software and double verified data to
ensure there were no errors while migrating data. With approximately 100 ft grid spacing between sample points, it was determined that
mapping using least squares algorithm produced the best fit maps for the collected data. Grid flexing was enabled to model data beyond
the data points to extend past the mine; although this adds some ambiguity to the edge data it produced much cleaner maps. All data points
were created using GIS data collected from the Garmin E-trex 30x coupled with ppm reading recorded from the Niton GOLDD XRF. Surface outcrops
were also mapped by hand to help understand subsurface geology. The output maps with their full analysis are shown in the following section.







| | ● | XRF Survey
| | - | ----------



The analysis of the XRF measurements
of Fortuna & Eclipse Mines are combined and showed that the elements promising for economic benefiting are Gold, Titanium, Manganese,
Iron, Arsenic, Rubidium, Strontium, Zirconium, Niobium, Hafnium, Tungsten, and Bismuth. These mines are adjacent to one another and were
combined during mapping and analysis. The terrain was extreme and difficult to traverse. Limited samples were taken on slopes greater
than 30% due to safety concerns. All visible pits, shafts and ridges were sampled, refer to Ni 43-101 Technical Report for further details.
Due to limited samples many of the values were extrapolated from inputs into mapping software and thus should be considered when reviewing.





|Eclipse & Fortuna               
|--------------------------------
|XRF Survey Averaged Data Results
|Gold                            
|Titanium                        
|Manganese                       
|Iron                            
|Arsenic                         
|Rubidium                        
|Strontium                       
|Zirconium                       
|Niobium                         
|Hafnium                         
|Tungsten                        
|Bismuth                         





61









Identicality
of Measurements of Fortuna & Eclipse Mines



The FORTUNA MINE lode mining
claim, NMC1190597. The general course of this claim is North and South, and it is situated in the NW Quarter of Section 11, Township
1N, Range 40E, Mount Diablo Meridian, Esmeralda County, Nevada. This claim is 600 feet wide and 1,500 feet high. This claim runs from
the location monument on which this location notice is posted approximately 1,200 feet in a Northerly direction to the North end line
and approximately 300 feet in a Southerly direction to the South end line. This claim is marked by four (4) monuments, one at each corner
of the claim. Additionally, there are two (2) end-line markers on each side of the center of the claim. All markers are 4" x 4"
posts that are buried 1.5' in the ground and protrude 4.5' above the ground embossed with the name of the claim and its location in relation
to the claim. The location monument on which this notice is posted is situated within Section 11, Township 1N, Range 40E, Mount Diablo
Meridian, Esmeralda County Nevada and this claim encompasses portions of the following quarter section (s), Township (s), and Range (s);
NW 1/4 of NW 1/4 and SW 1/4 of NW 1/4 Section 11, T1N, R40E, Mount Diablo Meridian, Esmeralda County Nevada. The locality of this claim
with reference to some natural object or permanent monument and additional information (if any) concerning its locality are as follows:
NW corner of this claim is located 1,150 Feet South and 570 Feet East from the NW corner of Section 11, T1N, R40E. Beginning at the NW
corner of this claim thence 1,500 feet due south to the SW corner of this claim, thence due east 600 feet to the SE corner of this claim,
thence due north 1,500 feet to the NE corner of this claim, thence due west 600 feet back to the place of beginning, the NW corner.



The mines are in very rugged territory and share a
common lease line. Due to limited access to collect samples and computer modeling it was determined that combining the claims was the
most logical way to analyze them, also the claims will be combined during operations.



The analysis of the XRF measurements of Fortuna &
Eclipse Mines are combined and showed that the elements promising for economic benefiting are Gold, Titanium, Manganese, Iron, Arsenic,
Rubidium, Strontium, Zirconium, Niobium, Hafnium, Tungsten, and Bismuth. These mines are adjacent to one another and were combined during
mapping and analysis. The terrain was extreme and difficult to traverse. Limited samples were taken on slopes greater than 30% due to
safety concerns. All visible pits, shafts and ridges were sampled, refer to Ni 43-101 Technical Report for further details. Due to limited
samples many of the values were extrapolated from inputs into mapping software and thus should be considered when reviewing.



| | ● | Local Infrastructure
| | - | --------------------



Nearby geological attractions include
Lunar Crater, the Sump and Monte Cristo’s Castle and there are five wilderness areas within hours of the community. The nearby Tonopah
Test Range is the town’s main source of employment. The military has used the range and surrounding areas over the last half dozen
decades as a nuclear test site, a bombing range, and as a base of operations for the development of the F-117 Nighthawk. Its location
about halfway between Reno and Las Vegas as a stopover and rest spot on a lonely highway, the town has done fairly well. The Tonopah Station
has slots and the Banc Club also offers some gaming. Numerous restaurants, shops, gas stations and motels means it is a perfect place
for staging while you work this mine.





62







Infrastructure is excellent in Tonopah
district. Power is available at various points throughout the prospect, with a high-tension line running east-west along the northern
margin of the Belmont tailings. Most supplies are available in Tonopah, while the nearest railhead is in Mina Nevada, approximately 85
kilometers (53 miles) to the northwest along highway 95. Manpower is available in the region, and personnel exist locally with training
specific to the mining industry due to the proximity of the property to Kinross’s Round Mountain, and Scorpio Gold’s Mineral
Peak operations. The owned claims all have cell phone service. Las Vegas is located approximately 280 kilometers (174 miles) to the southeast
of the property, while Reno (which is an important mining supply center) is 270 kilometers (168 miles) to the northwest. The claim block
area should be large enough to accommodate a production facility, and there are several potential processing plant sites in the area.



| | ● | Property Infrastructure
| | - | -----------------------



Three (3) Mines here – one
shaft and 2 adits. The shaft is cut on an ancient riverbed. Two Adits/Tunnels are very solid and cut from hard rock right across the wash.



Mine 8 – Purple Heart



A picture containing nature, stone, cave, hole

Description automatically generated





63







Graphical user interface, application

Description automatically generated



Pursuant to the Purchase and Merger
Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral
interests found the Purple Heart Mine Property located in Buckhorn, New Mexico, in Grant County.



| | ● | The Probable Gross Gold Reserves are 1,184,332.39 oz based on projected 200 feet excavation.
| | - | --------------------------------------------------------------------------------------------



| | ● | Property Description and Ownership
| | - | ----------------------------------



The mine is a lode mine. As defined
by the U.S. Department of the Interior Bureau of Land Management, deposits subject to lode claims include classic veins or lodes having
well-defined boundaries. They also include other rock in- place bearing valuable minerals and may be broad zones of mineralized rock.
Examples include quartz or other veins bearing gold or other metallic minerals and large volume, but low-grade disseminated gold deposits.
Descriptions are by metes and bounds surveys beginning at the discovery point on the claim and including a reference to natural objects
or permanent monuments. Federal statute limits their size to a maximum of 1500 feet in length, and a maximum width of 600 feet (300 feet
on either side of the vein).



The general course of this claim
is East and West, and it is situated in the SE quarter of Section 3, T18S, R17W, New Mexico Meridian, Grant County, New Mexico. This claim
is 1,500 feet in length and 600 feet in width. This claim runs from the location monument on which this location notice is posted approximately
1,200 feet in an Easterly direction to the East end line and approximately 300 feet in a Westerly direction to the West end line. The
claim excludes any and all patented mining claims and Federal Highways located within said boundaries. This claim is marked by four (4)
monuments, one at each corner of the claim. Additionally, there are two (2) end-line markers on each side of the center of the claim.
All markers are 4” x 4” posts that are buried 1.5’ in the ground and protrude 4.5’ above the ground embossed with
the name of the claim and its location in relation to the claim. The location monument on which this notice is posted is situated within
Section 3, Township 18S, Range 17W, New Mexico Meridian, Grant County, New Mexico. This claim encompasses portions of the following quarter
section (s), Township (s), and Range (s); NE 1/4 of SE 1/4 and NW 1/4 of SE 1/4 of S3, T18S, R17W, New Mexico Meridian, Grant County,
New Mexico. More specifically, the locality of this claim with reference to some natural object or permanent monument and 0 feet West
of the SSE corner pf Section 3, T18S, R17W.







64







WSA Gold & Minerals, Inc. acquired
a 100% undivided, transferable interest in Serial No. NMMC200984 in the SE quarter of Section 3, T18S, R17W, New Mexico Meridian, Grant
County, New Mexico from Gateway Gold & Minerals, Inc.



Purple Heart Mine



|Serial Number | Lead Serial Number | Claim Name          | County | Disposition | Case Type | Last Assessment | Location Date | Meridian Township Range Section | Subdivision
|------------- | ------------------ | ------------------- | ------ | ----------- | --------- | --------------- | ------------- | ------------------------------- | -----------
|NMMC200984    | NMMC200983         | PURPLE HEART   MINE | GRANT  | ACTIVE      | LODE      | 2020            | 01/05/2019    | 23 0180S   0170W   003          | SE         



| | ● | Location and Access
| | - | -------------------



The Black Hawk mining district is
mostly in sections. 20, 21, 22, 28, and 29, T. 18 S., R. 16 W., in Grant County, N. Mex., and is 21 miles by road west of Silver City,
the terminus of a branch line of the Atchison, Topeka and Santa Fe Railway. Access roads are plentiful being situated in Gila National
Forest with thousands of miles of off-road vehicle trails. A four-wheel drive, high ground clearance vehicle with good tires is highly
recommended due to large rock obstacles and deep sandy washes that must be traversed to access the mines.



The 12’ tall and 15’
wide entrance of Purple Heart mine is partially blocked by a tree and some brush but is still easy to access on foot. The mine shaft is
visible for 70-feet before water prohibits the full exploration of the shaft(s). Local ranchers have used this water for decades to fill
cattle troughs, so it is likely replenished every year during the wet season. The adit will not be entirely explored without dewatering
the mine. Evidence of old tracking and tailings onsite indicated that the workings on this main adit will likely be extensive.



| | ● | Regional Geology
| | - | ----------------



The oldest rocks in the Black Hawk
mining district belong to the Proterozoic Bullard Peak Group, which includes quartzite, amphibolite, migmatite and various types of schist
and gneiss (Hewitt, 1959; Gillerman, 1964). Intruding these rocks is Proterozoic quartz diorite gneiss, which is the predominant rock
in the area and part of the Burro Mountain batholith that crops out extensively to the south and southwest of the area (Gillerman, 1964).
The gneiss, which contains 35 ppm Co and 23 ppm Ni (Gerwe and Norman, 1985), is in turn intruded by Tertiary Twin Peaks monzonite porphyry
and other rock types.



The Twin Peaks monzonite stock also
occurs as dikes and irregular masses in the northern portion of the district (Gillerman, 1964). This monzonite contains approximately
20 ppm Co and 11 ppm Ni (Gerwe and Norman, 1985), is Late Cretaceous age (72.5 +- 4.7
Ma; Hedlund, 1985a), and is associated with the mineralized veins. A whole-rock sample of altered material adjacent to a vein has an age
date of 65.3 +- 1.2 Ma (K-Ar; Gerwe, 1986). Metamorphic and igneous rocks are overlain by Cretaceous quartzite and Tertiary rhyolite in
the northern area of the district (Gillerman, 1964).



Two prominent fault systems trending
slightly east of north are the main geologic structures in the district (Gillerman, 1964). Each fault system consists of a rather persistent
fault from which other faults split off, trending to the northeast or northwest.





65







| | ● | Property Geology
| | - | ----------------



The oldest rocks in the Black Hawk
mining district belong to the Proterozoic Bullard Peak Group, which includes quartzite, amphibolite, migmatite and various types of schist
and gneiss (Hewitt, 1959; Gillerman, 1964). Intruding these rocks is Proterozoic quartz diorite gneiss, which is the predominant rock
in the area and part of the Burro Mountain batholith that crops out extensively to the south and southwest of the area (Gillerman, 1964).
The gneiss, which contains 35 ppm Co and 23 ppm Ni (Gerwe and Norman, 1985), is in turn intruded by Tertiary Twin Peaks monzonite porphyry
and other rock types.



The Twin Peaks monzonite stock also
occurs as dikes and irregular masses in the northern portion of the district (Gillerman, 1964). This monzonite contains approximately
20 ppm Co and 11 ppm Ni (Gerwe and Norman, 1985), is Late Cretaceous age (72.5 +- 4.7
Ma; Hedlund, 1985a), and is associated with the mineralized veins. A whole-rock sample of altered material adjacent to a vein has an age
date of 65.3 +- 1.2 Ma (K-Ar; Gerwe, 1986). Metamorphic and igneous rocks are overlain by Cretaceous quartzite and Tertiary rhyolite in
the northern area of the district (Gillerman, 1964).



Two prominent fault systems trending
slightly east of north are the main geologic structures in the district (Gillerman, 1964). Each fault system consists of a rather persistent
fault from which other faults split off, trending to the northeast or northwest.



| | ● | Mineralization
| | - | --------------



The unusual nickel-cobalt-silver
deposits of the Black Hawk mining district make the area one of special interest. Although similar deposits are described worldwide (Cobalt
and Great Bear Lake in Canada and Joachimstah in the former Czechoslovakia (Gillerman and Whitebread, 1956), few known deposits have nickel-
cobalt-silver ore with uraniumin carbonate gangue (Gillerman, 1964). In the Black Hawk district, the mineral deposits are simple fissure-filling
veins mostly in the quartz diorite gneiss near bodies of monzonite porphyry.



Four mineral assemblages occur:
1) silver-argentite-uraninite-niccolite-te-rannneisberg. 2) silver- rammeisbergite—gersdorffite—nickel skutterudite. 3) chalcopyrite-tennantite-galena-sphalerite.
And 4) acanthite-jalpaite-pearceite-covellite (Von Bargen, 1979, 1993). Pitchblend is found with minor pyrite, chalcopyrite, galena, and
sphalerite.



Other minerals occurring in these
deposits are millerite, erythrite, annabergite, barite, manganocalcite, and various nickel and cobalt sulfarsenides and arsenides (Gillerman,
1964; Von Bargen, 1979, 1993). Deposits are most plentiful in a 1-mi-wide by as much as 3-mi-long area on the southwest side of Twin Peak
stock (Gillerman, 1964). The veins can be traced for more than 1,000 ft and have reached as much as 600 ft vertically. They vary in width
from 1 to 3 ft but may open to as much as 10 ft wide where they cut quartz diorite gneiss.



The veins are inconspicuous in outcrop
and are recognized by brown-stained, carbonate filling (Gillerman, 1964). The carbonates, largely calcite, dolomite, siderite and ankerite,
are the most common vein minerals. Quartz is rare, occurring as a dull yellow-green chert or chalcedony. A dump sampled assayed 0.005
% U308, 0.08% Cu, 0.05% Pb, 0.06% Zn, and 0.0052% Ni (McLemore, 1983, #3745). Mineralization occurred about 65.3 +/-1.2 Ma ago and at
temperatures of 29O deg - 41O deg C (Gewe, 1986). Low salinities of fluid inclusions (<2 eq. wt.% NaCl) suggest that the water in the
system was meteoric (Gewe, 1986; Gewe and Norman, 1985).



Larmide veins consist of native
gold and native silver, with silver occurring in the central part of the vein and nickel-and cobalt-bearing minerals, mostly nickel skutterudite,
are on the vein margins (Gillerman, 1968). Uraninite is found mostly in the outermost zones associated with nickel-and cobalt- bearing
minerals, not with silver. The carbonate vein-minerals form in a sequence where the carbonate species calcite, dolomite, ankerite and
siderite replace one another due to increased carbon dioxide in the mineralizing solutions at a constant temperature (Naumov et al., 1971).



| | ● | Previous Exploration Work
| | - | -------------------------



The Purple Heart Mine is one of
the original mines in the district, and records show that it has changed hands and been worked on several occasions since the turn of
the century. The main workings consist of a massive adit cut on a gentle 20-degree downward slope. The entrance is huge - about 12’
feet tall and 15’ wide. You could drive a truck in there.





66







At 70-feet in the mine is full of
water - local ranchers have used this water for decades to feed cattle troughs, so it is likely replenished every year during the wet
season. The Black Hawk or Bullard Peak mining districts in the northern Burro Mountains, is approximate 21 miles west of Silver City,
NM. The district includes all of the mines and prospect pits within five miles to the east and south of Bullard Peak. Mining began in
the district in 1881 with the discovery of the unique gold-silver-nickel-cobalt deposit at the Alhambra mine (Gilleman and Whitebread,
1956).



Subsequent prospecting soon discovered
additional deposits. Mining continued until 1893, when a decline in silver price and depletion of rich silver ore caused the mines to
close. During 1917, the Black Hawk mine was dewatered, but recorded production numbers varied by report. In 1920, pitchblende (uraninite)
was recognized in the mine dumps of the area, and in 1949 the area became of interest as a possible source of uranium, gold, silver, nickel,
and cobalt.



| | ● | Exploration Plans
| | - | -----------------



Recent exploration phase
for these properties has been completed.



| | ● | Permits & Government Regulations
| | - | --------------------------------



This mine is subject to permitting before boreholes
can be drilled for exploration purposes. Based on BLM regulations if the disturbance is less than 5 acres on the claim, a right to explore
notice can be obtained within 2 weeks in accordance with the code of federal regulations 43 CFR 3809.301. An assurance bond in the form
of a cash will need to be filed with the state for reclamation purposes. After boreholes are plugged and surface is reclaimed with a self-sustaining
plant community then the bond can be released, and another 5 acres of disturbance can be utilized in the same manner. Bonds will range
from $2,000 and $30,000 depending on the vegetation present. If more than 5 acres are disturbed, then it is a 2-year process with environmental
studies that will be required before exploratory drilling can occur. Environmental studies can range from $20,000 and $200,000.This
will be required when we move to the implementation phase.



| | ● | Sampling and Analysis
| | - | ---------------------



Twenty-Three minerals were analyzed
at each sample point by a Niton XL3T 980 GOLDD+ XRF. Values were recorded in ppm (parts per million) for each sample along with GIS coordinates
from a Garmin E-trex 30x for georeferencing. Where available, rock samples were analyzed by XRF on a clean surface exposure created by
chipping the surface with a rock hammer. Quaternary alluvium was analyzed by XRF when rock samples were not available. Holes were dug
6-8 inches below the surface and then the grains were pulverized using the flat end of rock hammer that was cleaned using disposable cleaning
pads between each sample.





Samples were analyzed using a Niton
XL3T 980 GOLDD+ XRF, Serial #55948 that was calibrated by Thermo Scientific on 4/5/2019. The Niton XRF (X-Ray Fluorescence) instrument
was used in mining mode to analyze 23 minerals with GOLDD Technology enabled. GOLDD Technology: When low detection limits and high sample
throughput are critical, the Niton XL3t GOLDD+ XRF analyzer delivers measurement times up to 10-times faster than conventional Si-PIN
detectors and up to 3-times more precise than conventional smaller silicon drift detectors (SDD) – without helium purge or vacuum.
Niton analyzers also feature the highest performance X-ray tube and speed detector available on the market. Spectrographs were created
for each sample and are included in Appendix C.





Data came from two separate programs
and were manually merged into a database using Microsoft Excel. The data was then scrutinized to remove any obvious errors, whether it
was sample exposure time, or erroneous readings. This data was then manually brought into mapping software and double verified data to
ensure there were no errors while migrating data. With approximately 100 ft grid spacing between sample points, it was determined that
mapping using least squares algorithm produced the best fit maps for the collected data. Grid flexing was enabled to model data beyond
the data points to extend past the mine; although this adds some ambiguity to the edge data it produced much cleaner maps. All data points
were created using GIS data collected from the Garmin E-trex 30x coupled with ppm reading recorded from the Niton GOLDD XRF. Surface outcrops
were also mapped by hand to help understand subsurface geology. The output maps with their full analysis are shown in the following section.







| | ● | XRF Survey
| | - | ----------



The analysis of the XRF measurements
of Purple Heart showed that the elements promising for economic benefiting are Gold, Titanium, Manganese, Iron, Arsenic, Rubidium, Strontium,
Zirconium, Niobium, and Bismuth







67







|Purple Heart                    
|--------------------------------
|XRF Survey Averaged Data Results
|Gold                            
|Titanium                        
|Manganese                       
|Iron                            
|Arsenic                         
|Rubidium                        
|Strontium                       
|Zirconium                       
|Niobium                         
|Hafnium                         
|Tungsten                        
|Bismuth                         



| | ● | Local Infrastructure
| | - | --------------------



There are no close-by power lines,
gas lines, or settlements occur near the Purple Heart property.



The Black Hawk or Bullard Peak mining
districts in the northern Burro Mountains is approximate 34 kilometers (21 miles) West of Silver City, NM. The district includes all of
the mines and prospect pits within five miles to the east and south of Bullard Peak. Infrastructure is great due to proximity to Silver
City which is a railhead and former mining town itself. The population of Silver City is adequate to provide a skilled work force. Electricity
is available, but it is likely that additional electrical capacity would need to be added to accommodate modern mining activities.





68







| | ● | Property Infrastructure
| | - | -----------------------



There is no developed
infrastructure on this property.



Mine 9 – Blackmoor



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Pursuant to the Purchase and Merger
Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral
interests found in the Blackmoor Mine Property located in Buckhorn, New Mexico, in Grant County.



| | ● | The
    Probable Gross  Gold Reserves are 1,324,363.81 oz based on projected 200 feet excavation. It should be noted that due to the
    topography and vegetation, many sample locations were difficult to access and mapping software was used to model much of this
    claim.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Property Description and Ownership
| | - | ----------------------------------



The mine is a lode mine. As defined
by the U.S. Department of the Interior Bureau of Land Management, deposits subject to lode claims include classic veins or lodes having
well-defined boundaries. They also include other rock in- place bearing valuable minerals and may be broad zones of mineralized rock.
Examples include quartz or other veins bearing gold or other metallic minerals and large volume, but low-grade disseminated gold deposits.
Descriptions are by metes and bounds surveys beginning at the discovery point on the claim and including a reference to natural objects
or permanent monuments. Federal statute limits their size to a maximum of 1500 feet in length, and a maximum width of 600 feet (300 feet
on either side of the vein).



The general course of this claim
is East and West, and it is situated in the SW quarter of Section 3, T18S, R17W, New Mexico Meridian, Grant County, New Mexico. This claim
is 1,500 feet in length and 600 feet in width. This claim runs from the location monument on which this location notice is posted approximately
1,200 feet in an Easterly direction to the East end line and approximately 300 feet in a Westerly direction to the West end line. The
claim excludes any and all patented mining claims and Federal Highways located within said boundaries. This claim is marked by four (4)
monuments, one at each corner of the claim. Additionally, there are two (2) end-line markers on each side of the center of the claim.
All markers are 4” x 4” posts that are buried 1.5’ in the ground and protrude 4.5’ above the ground embossed with
the name of the claim and its location in relation to the claim. The location monument on which this notice is posted is situated within
Section 3, Township 18S, Range 17W, New Mexico Meridian, Grant County, New Mexico. This claim encompasses portions of the following quarter
section (s), Township (s), and Range (s); NW 1/4 of SW 1/4 and NE 1/4 of SW 1/4 of S3, T18S, R17W, New Mexico Meridian, Grant County,
New Mexico. More specifically, the locality of this claim with reference to some natural object or permanent monument and additional information
(if any) concerning its locality are as follows: SW corner of this claim is 1,775 feet North and 0 feet East of the SW corner of Section
3, T18S, R17W.





WSA Gold & Minerals, Inc. acquired
a 100% undivided, transferable interest in Serial No. NMMC200983 in the SW quarter of Section 3, T18S, R17W, New Mexico Meridian, Grant
County, New Mexico.



Blackmoor Mine



|Serial Number | Lead Serial Number | Claim Name     | County | Disposition | Case Type | Last Assessment | Location Date | Meridian Township Range Section | Subdivision
|------------- | ------------------ | -------------- | ------ | ----------- | --------- | --------------- | ------------- | ------------------------------- | -----------
|NMMC200983    | NMMC200983         | BLACKMOOR MINE | GRANT  | ACTIVE      | LODE      | 2020            | 01/08/2019    | 23 0180S   0170W   003          | SW         





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| | ● | Location and Access
| | - | -------------------



The Black Hawk mining district is
mostly in sections. 20, 21, 22, 28, and 29, T. 18 S., R. 16 W., in Grant County, N. Mex., and is 21 miles by road west of Silver City,
the terminus of a branch line of the Atchison, Topeka and Santa Fe Railway. Access roads are plentiful being situated in Gila National
Forest with thousands of miles of off-road vehicle trails. A four-wheel drive, high ground clearance vehicle with good tires is highly
recommended due to large rock obstacles and deep sandy washes that must be traversed to access the mines.



Blackmoor Mine lies almost at the
end of the road before you get to the Gila River, and extensive excavations include a large 2-acre leveled staging area for equipment
within a few hundred feet of the mine. The roads are in fairly good shape to access the mine, but there are a few spots that are fairly
steep and narrow, so good clearance and good tire tread is recommended.



| | ● | Regional Geology
| | - | ----------------



The Black Hawk or Bullard Peak mining
districts in the northern Burro Mountains, is approximate 21 miles west of Silver City, NM. The district includes all of the mines and
prospect pits within five miles to the east and south of Bullard Peak. Mining began in the district in 1881 with the discovery of the
unique gold-silver-nickel-cobalt deposit at the Alhambra mine (Gilleman and Whitebread, 1956). Subsequent prospecting soon discovered
additional deposits. Mining continued until 1893, when a decline in silver price and depletion of rich silver ore caused the mines to
close. During 1917, the Black Hawk mine was dewatered, but recorded production numbers varied by report.



In 1920, pitchblende (uraninite)
was recognized in the mine dumps of the area, and in 1949 the area became of interest as a possible source of uranium, gold, silver, nickel,
and cobalt. Types of deposits found in the Black Hawk mining district include Laramide veins, tungsten placer deposits, and pegmatites.
Total metal production from 1881-1960 is estimated as 3,000 lbs Cu, 1,000 oz Au, 1,286,000 oz Ag, and 4,000 lbs Pb. In addition, 10,542
short tons of (2.7-71 % WO,) tungsten ore (Richter and Lawrence, 1983; Dale and McJGnney, 1959) and 615 short tons of fluorspar ore have
been produced (Williams, 1966; McAnulty, 1978).





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The oldest rocks in the Black
Hawk mining district belong to the Proterozoic Bullard Peak Group, which includes quartzite, amphibolite, migmatite and various types
of schist and gneiss (Hewitt, 1959; Gillerman, 1964). Intruding these rocks is Proterozoic quartz diorite gneiss, which is the predominant
rock in the area and part of the Burro Mountain batholith that crops out extensively to the south and southwest of the area (Gillerman,
1964). The gneiss, which contains 35 ppm Co and 23 ppm Ni (Gerwe and Norman, 1985), is in turn intruded by Tertiary Twin Peaks monzonite
porphyry and other rock types.



The Twin Peaks monzonite stock also
occurs as dikes and irregular masses in the northern portion of the district (Gillerman, 1964). This monzonite contains approximately
20 ppm Co and 11 ppm Ni (Gerwe and Norman, 1985), is Late Cretaceous age (72.5 +- 4.7
Ma; Hedlund, 1985a), and is associated with the mineralized veins. A whole-rock sample of altered material adjacent to a vein has an age
date of 65.3 +- 1.2 Ma (K-Ar; Gerwe, 1986). Metamorphic and igneous rocks are overlain by Cretaceous quartzite and Tertiary rhyolite in
the northern area of the district (Gillerman, 1964).



Two prominent fault systems trending
slightly east of north are the main geologic structures in the district (Gillerman, 1964). Each fault system consists of a rather persistent
fault from which other faults split off, trending to the northeast or northwest.



| | ● | Property Geology
| | - | ----------------



The main mine consists of a large
shaft cut to a depth of 25 feet with two horizontal adits/workings consisting of more than 2,800 feet in length heading northeast and
southwest at the 25- foot level. Both adit entrances are largely blocked by natural erosion but would take more than a few hours of work
to reopen and explore. There are extensive tailings onsite as well as a large wash that runs past the base of the tailings, which we would
also recommending working. The old head frame and a reported cabin are long gone, but the mine is cut only a few feet from the road, so
you will be able to work this one fairly easily.



| | ● | Mineralization
| | - | --------------



The unusual nickel-cobalt-silver
deposits of the Black Hawk mining district make the area one of special interest. Although similar deposits are described worldwide (Cobalt
and Great Bear Lake in Canada and Joachimstah in the former Czechoslovakia (Gillerman and Whitebread, 1956), few known deposits have nickel-
cobalt-silver ore with uraniumin carbonate gangue (Gillerman, 1964). In the Black Hawk district, the mineral deposits are simple fissure-filling
veins mostly in the quartz diorite gneiss near bodies of monzonite porphyry.



Four mineral assemblages occur:
1) silver-argentite-uraninite-niccolite-te-rannneisberg. 2) silver- rammeisbergite—gersdorffite—nickel skutterudite. 3) chalcopyrite-tennantite-galena-sphalerite.
And 4) acanthite-jalpaite-pearceite-covellite (Von Bargen, 1979, 1993). Pitchblend is found with minor pyrite, chalcopyrite, galena, and
sphalerite.



Other minerals occurring in these
deposits are millerite, erythrite, annabergite, barite, manganocalcite, and various nickel and cobalt sulfarsenides and arsenides (Gillerman,
1964; Von Bargen, 1979, 1993). Deposits are most plentiful in a 1-mi-wide by as much as 3-mi-long area on the southwest side of Twin Peak
stock (Gillerman, 1964). The veins can be traced for more than 1,000 ft and have reached as much as 600 ft vertically. They vary in width
from 1 to 3 ft but may open to as much as 10 ft wide where they cut quartz diorite gneiss. The veins are inconspicuous in outcrop and
are recognized by brown-stained, carbonate filling (Gillerman, 1964). The carbonates, largely calcite, dolomite, siderite and ankerite,
are the most common vein minerals. Quartz is rare, occurring as a dull yellow-green chert or chalcedony. A dump sampled assayed 0.005
% U308, 0.08% Cu, 0.05% Pb, 0.06% Zn, and 0.0052% Ni (McLemore, 1983, #3745).



Mineralization occurred about 65.3
+/-1.2 Ma ago and at temperatures of 29O deg - 41O deg C (Gewe, 1986). Low salinities of fluid inclusions (<2 eq. wt.% NaCl) suggest
that the water in the system was meteoric (Gewe, 1986; Gewe and Norman, 1985).



Larmide veins consist of native
gold and native silver, with silver occurring in the central part of the vein and nickel-and cobalt-bearing minerals, mostly nickel skutterudite,
are on the vein margins (Gillerman, 1968). Uraninite is found mostly in the outermost zones associated with nickel-and cobalt- bearing
minerals, not with silver. The carbonate vein-minerals form in a sequence where the carbonate species calcite, dolomite, ankerite and
siderite replace one another due to increased carbon dioxide in the mineralizing solutions at a constant temperature (Naumov et al., 1971).





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| | ● | Previous Exploration Work
| | - | -------------------------



The Blackmoor Mine is one of the original mines in
the Black Hawk District. Reportedly one of the larger producers of gold, silver, nickel and cobalt, more than 25,000 tons of ore have
been attributed to this large operation.



| | ● | Exploration Plans
| | - | -----------------



Recent exploration phase
for these properties has been completed.



| | ● | Permits & Government Regulations
| | - | --------------------------------



This mine is subject to permitting before boreholes
can be drilled for exploration purposes. Based on BLM regulations if the disturbance is less than 5 acres on the claim, a right to explore
notice can be obtained within 2 weeks in accordance with the code of federal regulations 43 CFR 3809.301. An assurance bond in the form
of a cash will need to be filed with the state for reclamation purposes. After boreholes are plugged and surface is reclaimed with a self-sustaining
plant community then the bond can be released, and another 5 acres of disturbance can be utilized in the same manner. Bonds will range
from $2,000 and $30,000 depending on the vegetation present. If more than 5 acres are disturbed, then it is a 2-year process with environmental
studies that will be required before exploratory drilling can occur. Environmental studies can range from $20,000 and $200,000.This
will be required when we move to the implementation phase.



| | ● | Sampling and Analysis
| | - | ---------------------



Twenty-Three minerals were analyzed
at each sample point by a Niton XL3T 980 GOLDD+ XRF. Values were recorded in ppm (parts per million) for each sample along with GIS coordinates
from a Garmin E-trex 30x for georeferencing. Where available, rock samples were analyzed by XRF on a clean surface exposure created by
chipping the surface with a rock hammer. Quaternary alluvium was analyzed by XRF when rock samples were not available. Holes were dug
6-8 inches below the surface and then the grains were pulverized using the flat end of rock hammer that was cleaned using disposable cleaning
pads between each sample.





Samples were analyzed using a Niton
XL3T 980 GOLDD+ XRF, Serial #55948 that was calibrated by Thermo Scientific on 4/5/2019. The Niton XRF (X-Ray Fluorescence) instrument
was used in mining mode to analyze 23 minerals with GOLDD Technology enabled. GOLDD Technology: When low detection limits and high sample
throughput are critical, the Niton XL3t GOLDD+ XRF analyzer delivers measurement times up to 10-times faster than conventional Si-PIN
detectors and up to 3-times more precise than conventional smaller silicon drift detectors (SDD) – without helium purge or vacuum.
Niton analyzers also feature the highest performance X-ray tube and speed detector available on the market. Spectrographs were created
for each sample and are included in Appendix C.





Data came from two separate programs
and were manually merged into a database using Microsoft Excel. The data was then scrutinized to remove any obvious errors, whether it
was sample exposure time, or erroneous readings. This data was then manually brought into mapping software and double verified data to
ensure there were no errors while migrating data. With approximately 100 ft grid spacing between sample points, it was determined that
mapping using least squares algorithm produced the best fit maps for the collected data. Grid flexing was enabled to model data beyond
the data points to extend past the mine; although this adds some ambiguity to the edge data it produced much cleaner maps. All data points
were created using GIS data collected from the Garmin E-trex 30x coupled with ppm reading recorded from the Niton GOLDD XRF. Surface outcrops
were also mapped by hand to help understand subsurface geology. The output maps with their full analysis are shown in the following section.





| | ● | XRF Survey
| | - | ----------



The analysis of the XRF measurements
of Blackmoor showed that the elements promising for economic benefiting are Gold, Titanium, Manganese, Iron, Arsenic, Rubidium, Strontium,
Zirconium, Niobium, Hafnium and Bismuth. It should be noted that most samples were obtained in and around the main shaft and random locations
around the mine claim. Due to the steep terrain and heavy vegetation, it was not possible to take many of the planned samples. Please
see maps and sample data in NI 43-101 Technical Report for reference.







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|Blackmoor                       
|--------------------------------
|XRF Survey Averaged Data Results
|Gold                            
|Titanium                        
|Manganese                       
|Iron                            
|Arsenic                         
|Rubidium                        
|Strontium                       
|Zirconium                       
|Niobium                         
|Hafnium                         
|Tungsten                        
|Bismuth                         



| | ● | Local Infrastructure
| | - | --------------------



There are no close-by power lines,
gas lines, or settlements occur near the Blackmoor Mine property.



The Black Hawk or Bullard Peak mining
districts in the northern Burro Mountains is approximate 34 kilometers (21 miles) west of Silver City, NM. The district includes all of
the mines and prospect pits within five miles to the east and south of Bullard Peak. Infrastructure is great due to proximity to Silver
City which is a railhead and former mining town itself. The population of Silver City is adequate to provide a skilled work force. Electricity
is available, but it is likely that additional electrical capacity would need to be added to accommodate modern mining activities.





76







| | ● | Property Infrastructure
| | - | -----------------------



There is no developed
infrastructure on this property.



Mine 10 – New River Mine



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Pursuant to the Purchase and Merger
Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral
interests found in the New River Mine Property located in Laz Paz, Laz Paz County, Arizona.





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| | ● | The Probable Gross Gold Reserves are 1,195,828.49 oz based on projected 200 feet excavation.
| | - | --------------------------------------------------------------------------------------------



| | ● | Property Description and Ownership
| | - | ----------------------------------



Our New River Mine is located in
La Paz County, Arizona. This mine is a lode mine as well as an open pit mine. As defined by the U.S. Department of the Interior Bureau
of Land Management, deposits subject to lode claims include classic veins or lodes having well-defined boundaries. They also include other
rock in- place bearing valuable minerals and may be broad zones of mineralized rock. Examples include quartz or other veins bearing gold
or other metallic minerals and large volume, but low-grade disseminated gold deposits. Descriptions are by metes and bounds surveys beginning
at the discovery point on the claim and including a reference to natural objects or permanent monuments. Federal statute limits their
size to a maximum of 1500 feet in length, and a maximum width of 600 feet (300 feet on either side of the vein).







As defined by Anglo-American, open-pit
mining, also known as opencast mining, is a surface mining technique that extracts minerals from an open pit in the ground. Open-pit mining
is the most common method used throughout the world for mineral mining and does not require extractive methods or tunnels. This surface
mining technique is used when mineral or ore deposits are found relatively close to the surface of the earth. Open pits are sometimes
called ‘quarries’ when they produce building materials and dimension stone.







The general course of this claim
is North and South and it is situated in the SE Quarter of Section 20, Township 7N, Range 16W, Gila Salt River Meridian, La Paz County,
Arizona. This claim is 600 feet in width and 1,500 feet in length. This claim runs from the location monument on which this location notice
is posted approximately 1,200 feet in a Northerly direction to the North end line and approximately 300 feet in a Southerly direction
to the South end line. This claim is marked by four (4) monuments, one at each corner of the claim.



Additionally, there are two (2)
end-line markers on each side of the center of the claim. All markers are 4” x 4” wooden posts that are buried 1.5’
in the ground and protrude 4.5’ above the ground embossed with the name of the claim and its location in relation to the claim.
The location monument on which this notice is posted is situated within Section 20, Township 7N, Range 16W, Gila Salt River Meridian,
La Paz County Arizona and this claim encompasses portions of the following quarter section (s), Township (s), and Range (s); SW 1/4 of
SE 1/4 and NW 1/4 of SE 1/4 of Section 20, T7N, R16W, Gila Salt River Meridian, La Paz County Arizona. The locality of this claim with
reference to some natural object or permanent monument and additional information (if any) concerning its locality are as follows: SE
corner of this claim is 0 feet north and 2,040 feet west of the SW corner of Section 20, T7N, R16W.







WSA Gold & Minerals, Inc. acquired
a 100% undivided, transferable interest in Serial No. AMC453364 in the SE Quarter of Section 20, Township 7N, Range 16W, Gila Salt River
Meridian, La Paz County, Arizona from Gateway Gold & Minerals, Inc.



New River Mine



|Serial Number | Lead Serial Number | Claim Name       | County | Disposition | Case Type | Last Assessment | Location Date | Meridian Township Range Section | Subdivision
|------------- | ------------------ | ---------------- | ------ | ----------- | --------- | --------------- | ------------- | ------------------------------- | -----------
|AMC453364     | AMC453363          | NEW RIVER   MINE | LA PAZ | ACTIVE      | LODE      | 2020            | 01/17/2019    | 14 0070N   0160W   020          | SE         





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| | ● | Location and Access
| | - | -------------------



The Northern Plomosa mineral district
lies within the northern half of the Linskey Northeast 7-1/2-minute quadrangle (unpublished United States Geological Survey preliminary
topographic map), at the north end of the Northern Plomosa Mountain Range in La Paz County, Arizona. The district is approximately 45
kilometers southeast of Parker, Arizona and immediately (5km) west of the small community of Bouse. New River mine can be reached from
Yuma, 84 miles north on State Highway 95 to Quartzsite, continue 6 miles and take a right on Plomosa Rd for 20 miles to the city of Bouse.
Continue to Rayder Ave Turn right and follow GPS to mine down off-road trails.







| | ● | Regional Geology
| | - | ----------------



The Northern Plomosa district is
located within the Basin and Range Province of southwestern North America. The physiography and structural geology of this region was
shaped largely by Cenozoic extension. Notable regional geologic features in western Arizona include large expanses of foliated high-grade
metamorphic rocks of variable and commonly obscure protolith (Spencer and Reynolds, 1989b). The schists are commonly green in color owing
to contained chlorite, and they typically have a gently dipping mylonitic fabric which is strongly and consistently lineated with a northeast
trend. The metamorphic rocks are commonly bounded above by a low-angle detachment fault which is oriented grossly parallel to the foliation
in the footwall metamorphic rocks, and which places relatively unmetamorphosed upper-plate rocks of various ages, in many cases Tertiary,
in contact with the lower plate. The upper-plate rocks are commonly, but not invariably, broken up by numerous normal faults which merge
into, or are truncated by the underlying detachment fault.



The result is a number of distinct
tilt blocks which dip generally southwest into the detachment fault. The detachment fault itself is commonly underlain by a thin (<1
meter) microbreccia ledge. Mylonitic lineation indicates the direction of extension, and asymmetric mylonitic petrofabrics indicate that
the sense of shear during mylonitization was top to the northeast in west-central Arizona (Spencer and Reynolds, 1989b). Mapping by Lucchitta
and Suneson (1981) indicates that the upper plate rocks to the Buckskin-Rawhide detachment fault, exposed in southernmost Mohave County,
Arizona, are in fact structurally continuous with the undisturbed rocks of the Colorado Plateau. This leads to the interpretation that
the lower plate was in fact pulled out from under the upper plate during the southwest-directed extension. Minimum total displacements
have been estimated at 55 km on the Buckskin-Rawhide fault (Spencer and Reynolds, 1989b), and 40 to 50 km on the correlative Bullard detachment
fault (Reynolds and Spencer, 1985a).



80









Lower plate crystalline rocks though
commonly overprinted by Tertiary mylonitization (Wright et al., 1986), represent pre-Tertiary rocks that were at deep crustal levels before
extension. Upper plate rocks include crystalline rocks of Proterozoic age, remnants of deformed Paleozoic sedimentary rocks, Jurassic
volcanic and sedimentary rocks, and early- to middle-Tertiary sedimentary and volcanic rocks (Spencer and Reynolds, 1989a). High-angle
block faulting has somewhat fragmented the older geologic picture, and late Tertiary and Quaternary volcanic and sedimentary cover further
obscure it.



| | ● | Property Geology
| | - | ----------------



Proterozoic crystalline rocks in
the Bouse Hills are lithologically diverse; they consist primarily of the following: (1) unfoliated to weakly foliated granite or granodiorite,
(2) metasedimentary rocks with steep, east-northeast striking lithologic layering and foliation, and (3) porphyritic biotite granite and
leucocratic muscovite granite. The steep, east-northeast striking crystalloblastic foliation and compositional layering are characteristic
of early Proterozoic rocks in Arizona and suggest that such rocks in the Bouse Hills are of similar age; Some of the granitoids, however,
are not foliated and are probably younger.



The Proterozoic crystalline rocks
are intruded by a biotite granodiorite that forms the eastern Bouse Hills. Numerous dikes intrude older crystalline rocks near the contact
with the pluton. Some of these dikes are fine-grained granitoids that resemble the pluton whereas others have an aphanitic groundmass
with phenocrysts of biotite, feldspar, and quartz. Dikes with an aphanitic groundmass commonly have chilled margins suggesting shallow
levels of emplacement. Biotite from three widely spaced samples, two from the pluton and one from a dike adjacent to the pluton, yielded
K-Ar dates of approximately 20 Ma which is interpreted as the age of the pluton.



Crystalline rocks in the western
Bouse Hills are depositionally overlain by a sequence of volcanic and sedimentary rocks that is now tilted moderately to steeply to the
southwest. This sequence includes basal sandstone and conglomerate, volcanic flows, and tuffs, sedimentary breccias that are products
of catastrophic debris avalanches (e.g., Krieger, 1977), and limestone. These rocks record the beginning of volcanism and the development
of fault scarps and sedimentary basins at about 24 to 22 Ma. The tilted sequence and underlying crystalline rocks are unconformably overlain
by flat-lying to gently dipping, felsic, ash-flow tuffs and related flows and pyroclastic rocks. A K-Ar date indicates that these volcanic
rocks are 20.5 Ma (Eberly and Stanley, 1978), which is about the same age as the nearby granitoid pluton in the eastern Bouse Hills. It
is possible that the felsic volcanic rocks are eruptive equivalents of the eastern Bouse Hills pluton and that the two rock types were
derived from the same magma. Mafic volcanic flows (possibly entirely basalt) overlie the felsic volcanic rocks and are only slightly younger
(19.5 Ma).





| | ● | Mineralization
| | - | --------------



Mineral deposits in the Bouse Hills
can be divided into three groups: (1) amorphous fracture- and open-space-filling manganese oxides, commonly with coarse brown calcite,
hosted by fractured or brecciated Miocene volcanic rocks, (2) barite veins with minor fluorite hosted by Miocene volcanic and sedimentary
rocks, and (3) brittle shear zones within crystalline rocks that contain chrysocolla and hematite.



Approximately a million pounds of
manganese were mined from the nearby mine (Black Bird mine) during a brief period (1952-1954; Keith et al, 1983). The majority of manganese
deposits in the Bouse Hills are hosted by sheared and locally brecciated rocks along fault zones. A shear zone passes through the western
part of Bouse Hills and was clearly a major controlling factor in manganese mineralization. Most of the manganese ore was deposited within
a sedimentary breccia of basalt clasts that locally contains sandstone lenses. Manganese mineralization occurred in association with aqueous
fluid movement along generally northwest-trending shear zones in the Bouse Hills. Calcite is commonly associated with the manganese deposits.
Slickenside striations on manganiferous rocks indicate that some fault movement occurred after mineralization.





81







Approximately 2500 tons of barite
were mined from the Bouse Hills in 1948 (Stewart and Pfister, 1960). Most of the barite deposits are veins up to 2 m thick. The barite
deposits are hosted in Tertiary sedimentary breccia formed by a catastrophic debris avalanche and consists largely of irregular open-space
fillings. Minor fluorite is commonly associated with barite. Deposits of fracture- and open-space-filling chrysocolla + hematite±
malachite + quartz are present along two brittle shear zones within crystalline rocks in the central Bouse Hills. These small deposits
resemble some of the detachment-fault-related deposits in the nearby Buckskin Mountains (Spencer and Welty, 1989).



The three types of mineral deposit
in the Bouse Hills are mineralogically distinct and are not obviously related to each other. Fluid-inclusion data reveal differences in
fluids responsible for barite and manganese mineralization. The barite veins and manganese deposits are hosted in Miocene volcanic rocks
and are therefore Tertiary in age, although the manganese deposits are hosted by some of the youngest recognized volcanic rocks and may
be several million years younger than the barite deposits. The structural and mineralogic similarity of the shear-zone hosted chrysocolla-hematite
deposits to deposits related to detachment faults in the nearby Plomosa and Buckskin Mountains suggests that these deposits were derived
from basin brines (Duncan, 1990).



The primary ore minerals are native
gold, chrysocolla, and malachite. Gangue minerals include specular and earthy hematite, quartz, barite, fluorite, calcite, and manganese
oxides. Although open-space filling textures are locally abundant, most of the economic mineralization occurs as fault-controlled replacements
in calcareous sediments.





Mineralization is very varied and consists
of the following:



| | 1. | Major gold placer deposits in washes from erosion of numerous quartz veins and veinlets in metamorphic rocks;
| | -- | -------------------------------------------------------------------------------------------------------------



| | 2. | Spotty, partly oxidized copper and gold mineralization with minor lead and zinc, and with quartz, and iron and manganese oxides in irregular fault and fracture veins in metamorphosed Mesozoic sediments, probably Cretaceous shale, sandstone, conglomerate, and limestone; Precambrian metamorphics, and Cretaceous or Tertiary volcanics, with intrusions of Laramide diorite and granite;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Manganese oxides in irregular, lenticular bodies, and veinlets with variable amounts of iron oxides, calcite, barite, gypsum, and traces of beryllium along fracture and breccia zones in Cretaceous or Tertiary andesitic volcanics;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Barite and fluorite in veins along faults and fractures in Cretaceous or Tertiary volcanic flows and agglomerates;
| | -- | ------------------------------------------------------------------------------------------------------------------



| | 5. | Spotty pods and stringers of copper, lead, and zinc minerals with silver and minor gold, and with associated iron and manganese, in faulted Paleozoic limestone blocks and in irregular veins in Cretaceous or tertiary andesite volcanics cut by Laramide quartz monzonite intrusives;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | Gold and silver ores in irregular veins along fractures and fault zones associated with quartz stringers and Laramide diorite and granite porphyry dikes in Mesozoic schist;
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 7. | Sporadic scheelite in quartz veinlets in carcareous Mesozoic schist close to Laramide granitic intrusives;
| | -- | ----------------------------------------------------------------------------------------------------------



| | 8. | Irregular, impure iron oxides, usually associated with manganese, in contact metamorphic deposits in Paleozoic limestone beds close to intrusives;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------



| | 9. | Bentonite clay in probable lakebed sediments; and
| | -- | -------------------------------------------------



| | 10. | Minor chrysoprase in stringers in rhyolite. Some chrysoprase has been mined and sold for gem material.
| | --- | ------------------------------------------------------------------------------------------------------





82







| | ● | Previous Exploration Work
| | - | -------------------------



Howland Bancroft (1911) published
the first descriptions of the mines, prospects, and geology of the Northern Plomosa district following a visit to the area in 1909. At
the time of his visit the district was being actively prospected and had apparently been so since the latter part of the 19th century.
Two mines, the Little Butte, and the Blue Slate, were in operation.





The target of the prospecting and
mining was a hematitic breccia found within high-angle structures and carrying good values in copper and gold, plus minor silver. Production
in 1909 from the Little Butte mine totaled 22 carloads (approximately 900.metric tons) at a reported grade of 7.6%Cu, $6.65/ton in gold
and 2.4 oz./ton silver (Bancroft, 1911). Since the reconnaissance report of Bancroft (1911), only one specific and detailed study of the
economic geology of the Northern Plomosa district has been made available to the public. J.P. Jemmett (1966) completed a doctoral dissertation
in which he mapped the geology of the Linskey Northeast 7-1/2-minute quadrangle and assessed the economic potential of the area. Scarborough
and Meader mapped the Northern Plomosa Mountains in 1981 (Scarborough and Meader, 1989) and produced an open file report on their work
for the Arizona Bureau of Geology and Mineral Technology (Scarborough and Meader, 1983).



The only relatively modem mining
activity of commercial scale in the district was an attempt by the Loma Grande Mining Company to recover gold values from low grade ore
mined by an open pit near the old Little Butte Mine. The cyanide leaching operation failed in 1960 (Jemmett, 1966). Relics of this operation,
including large steel cyanidation vats, are still in evidence. At the time of Jemmett’s study the Dutchman mine was being worked
at a very small scale for free gold which was sold as specimens (Jemmett, 1966). Total production from the district then, had been estimated
by Keith et al. (1983) at 346,000 lbs. Cu,; 5,000 oz. Au; 25,000 lbs. Pb; and 7,000 oz. Ag from approximately 7,500 tons of ore.



| | ● | Exploration Plans
| | - | -----------------



Recent exploration phase
for these properties has been completed.



| | ● | Permits
                                            & Government Regulations
| | - | ----------------------------------------------------------------------------



This mine is subject to permitting before boreholes
can be drilled for exploration purposes. Based on BLM regulations if the disturbance is less than 5 acres on the claim, a right to explore
notice can be obtained within 2 weeks in accordance with the code of federal regulations 43 CFR 3809.301. An assurance bond in the form
of a cash will need to be filed with the state for reclamation purposes. After boreholes are plugged and surface is reclaimed with a self-sustaining
plant community then the bond can be released, and another 5 acres of disturbance can be utilized in the same manner. Bonds will range
from $2,000 and $30,000 depending on the vegetation present. If more than 5 acres are disturbed, then it is a 2-year process with environmental
studies that will be required before exploratory drilling can occur. Environmental studies can range from $20,000 and $200,000.This
will be required when we move to the implementation phase.



| | ● | Sampling and Analysis
| | - | ---------------------



Twenty-Three minerals were analyzed
at each sample point by a Niton XL3T 980 GOLDD+ XRF. Values were recorded in ppm (parts per million) for each sample along with GIS coordinates
from a Garmin E-trex 30x for georeferencing. Where available, rock samples were analyzed by XRF on a clean surface exposure created by
chipping the surface with a rock hammer. Quaternary alluvium was analyzed by XRF when rock samples were not available. Holes were dug
6-8 inches below the surface and then the grains were pulverized using the flat end of rock hammer that was cleaned using disposable cleaning
pads between each sample.



Samples were analyzed using a Niton
XL3T 980 GOLDD+ XRF, Serial #55948 that was calibrated by Thermo Scientific on 4/5/2019. The Niton XRF (X-Ray Fluorescence) instrument
was used in mining mode to analyze 23 minerals with GOLDD Technology enabled. GOLDD Technology: When low detection limits and high sample
throughput are critical, the Niton XL3t GOLDD+ XRF analyzer delivers measurement times up to 10-times faster than conventional Si-PIN
detectors and up to 3-times more precise than conventional smaller silicon drift detectors (SDD) – without helium purge or vacuum.
Niton analyzers also feature the highest performance X-ray tube and speed detector available on the market. Spectrographs were created
for each sample and are included in Appendix C.



Data came from two separate programs
and were manually merged into a database using Microsoft Excel. The data was then scrutinized to remove any obvious errors, whether it
was sample exposure time, or erroneous readings. This data was then manually brought into mapping software and double verified data to
ensure there were no errors while migrating data. With approximately 100 ft grid spacing between sample points, it was determined that
mapping using least squares algorithm produced the best fit maps for the collected data. Grid flexing was enabled to model data beyond
the data points to extend past the mine; although this adds some ambiguity to the edge data it produced much cleaner maps. All data points
were created using GIS data collected from the Garmin E-trex 30x coupled with ppm reading recorded from the Niton GOLDD XRF. Surface outcrops
were also mapped by hand to help understand subsurface geology. The output maps with their full analysis are shown in the following section.







83







| | ● | XRF Survey
| | - | ----------



The analysis of the XRF measurements
of New River Mine showed that the elements promising for economic benefiting are Gold, Titanium, Manganese, Iron, Arsenic, Rubidium,
Strontium, Zirconium, Niobium and Bismuth



|New River                       
|--------------------------------
|XRF Survey Averaged Data Results
|Gold                            
|Titanium                        
|Manganese                       
|Iron                            
|Arsenic                         
|Rubidium                        
|Strontium                       
|Zirconium                       
|Niobium                         
|Hafnium                         
|Tungsten                        
|Bismuth                         



The analysis of the XRF measurements
of New River Mine showed that the elements promising for economic benefiting are Gold, Titanium, Manganese, Iron, Arsenic, Rubidium, Strontium,
Zirconium, Niobium and Bismuth



| | 1. | Gold
| | -- | ----



The average concentration
of Gold is 29.39 PPM. This could be explained as: Gold concentration in this mine ranges from 13.25 grams per ton (0.47 oz/ton) to 874.81
grams per ton (30.86 oz/ton).



| | 2. | Titanium
| | -- | --------



The average concentration
of Titanium is 1,939.13 PPM. This could be explained as: Titanium concentration in this mine ranges from 0 grams per ton to 14,639.32
grams per ton (516.39 oz/ton).



| | 3. | Manganese
| | -- | ---------



The average concentration
of Manganese is 19,862.40 PPM. This could be explained as: Manganese concentration in this mine ranges from 0 grams per ton to 474,867.78
grams per ton (16,750.49 oz/ton).



| | 4. | Iron
| | -- | ----



The average concentration
of Iron is 28,501.85 PPM. This could be explained as: Iron concentration in this mine ranges from 2,387.72 grams per ton (84.22 oz/ton)
to 357,399.41 grams per ton (12,606.91 oz/ton).



| | 5. | Arsenic
| | -- | -------



The average concentration
of Arsenic is 169.39 PPM. This could be explained as: Arsenic concentration in this mine ranges from 0 grams per ton to 3,173.09 grams
per ton (111.93 oz/ton).



| | 6. | Rubidium
| | -- | --------



The average concentration
of Rubidium is 149.56 PPM. This could be explained as: Rubidium concentration in this mine ranges from 0 grams per ton to 319.8 grams
per ton (11.28 oz/ton).



| | 7. | Strontium
| | -- | ---------



The average concentration
of Strontium is 240.66 PPM. This could be explained as: Strontium concentration in this mine ranges from 60.16 grams per ton (2.12 oz/ton)
to 1,886.27 grams per ton (66.54 oz/ton).



| | 8. | Zirconium
| | -- | ---------



The average concentration
of Zirconium is 186.91 PPM. This could be explained as: Zirconium concentration in this mine ranges from 0 grams per ton to 540.46 grams
per ton (19.06 oz/ton).



| | 9. | Niobium
| | -- | -------



The average concentration
of Niobium is 15.11 PPM. This could be explained as: Niobium concentration in this mine ranges from 0 grams per ton to 26.68 grams per
ton (0.94 oz/ton).



| | 10. | Bismuth
| | --- | -------



The average concentration
of Bismuth is 18.54 PPM. This could be explained as: Bismuth concentration in this mine ranges from 0 grams per ton to 302.93 grams per
ton (10.69 oz/ton).





84







| | ● | Local Infrastructure
| | - | --------------------



The Plomosa district is approximately
45 kilometers (29 miles) southeast of Parker, Arizona and immediately (5km / 3mi) west of the small community of Bouse. The population
is adequate to provide a skilled work force. Electricity is available, but it is likely that additional electrical capacity would need
to be added to accommodate modern mining activities.



| | ● | Property Infrastructure
| | - | -----------------------



There is no developed
infrastructure on this property.



ITEM 3 LEGAL PROCEEDINGS



NONE.



ITEM 4 MINE SAFETY DISCLOSURES



The Company has not commenced
operations and therefore not required to provide the information required by this Item 4.



PART II



ITEM 5 MARKET FOR REGISTRANT’S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES



Market Information



The common stock of the company
is not traded on any public market. On March 21, 2017, the Company registered its common stock on a Form 10 registration statement filed
pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 12(g) thereof which became automatically effective
60 days thereafter. On November 18, 2021, the Company filed an amended Form 8k and Schedule 13G to properly disclose the Purchase and
Merger Agreement of September 17, 2019 and the resulting ownership of 113,333,333 shares of common stock by Jimmy Ramirez and 20,000,000
shares of common stock by Franklin Ogele respectively reflecting 85% and 15% ratio ownership of the issued and outstanding.



We believe that such reporting
status will permit the Company to qualify its shares for quotation on the OTCQB or other secondary markets for which its common shares
may then qualify, although we can provide no assurances that we will be successful in this endeavor (See “Risk Factors”).
The Company intends to apply for quotations of its common stock on the OTCQB.



Holders



As of December 31, 2021, there
were an aggregate of 133,333,333 shares of common stock issued and outstanding held by Jimmy Ramirez and Franklin Ogele collectively.



Dividends



We have not declared or paid dividends
on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of
dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition,
results of operations, capital requirements and other factors determined relevant by the Board of Directors. There are no contractual
restrictions on our ability to declare or pay dividends. See the Risk Factor entitled "Because we do not intend to pay any
cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.”





85







Securities authorized for
issuance under equity compensation plans



We have never and have no current
plans to issue securities under any equity compensation plans.



Recent Sales of Unregistered Securities



a) Common Stock



During the year ended December
31, 2021, the Company issued no shares of common stock. On September 30, 2021 the Company issued 113,333,333 common stock to Jimmy Ramirez
and 20,000,000 shares of common stock to Franklin Ogele to reflect the terms and ratio of ownership of the Company per the September 17,
2019 Share Purchase and Merger Agreement.



b) Stock To be Issued



NONE.



Purchases of Equity Security by
the Issuer and Affiliated Purchasers



None; not applicable.



ITEM 6 SELECTED FINANCIAL DATA



As a smaller reporting company,
we are not required to provide the information required by this item.



ITEM 7 MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



(a) Liquidity and Capital Resources.



We are an exploration stage company
focused on developing our business in the mineral exploration sector. Our principal business objective for the next twelve (12) months
will be to continue to develop our business plan in this sector.



As of December 31, 2021, we had
cash on hand of $241 and current liabilities of $231,028. We do not have sufficient capital to operate our business and will require additional
funding to sustain operations through December 2021. There is no assurance that we will be able to achieve revenues sufficient to become
profitable.



We have incurred losses since inception
and our ability to continue as a going-concern depends upon our ability to develop profitable operations and to continue to raise adequate
financing. We are actively targeting sources of additional financing to provide continuation of our operations. In order for us to meet
our liabilities as they come due and to continue our operations, we are solely dependent upon our ability to generate such financing.



There can be no assurance that
the Company will be able to continue to raise funds, in which case we may be unable to meet our obligations and we may cease operations.



Net cash used in operating activities.During
the fiscal year ended December 31, 2021, net cash used in operating activities was $(18,899) compared with ($20,475) used in operating
activities for the fiscal year ended December 31, 2020. The cash flow used in operating activities in the fiscal year ended December 31,
2021 was primarily the result of incurred operating losses. The cash flow used in operating activities in the fiscal year ended December
31, 2021 was primarily the result of incurred operating losses.





86







Net cash used in investing activities.
During the fiscal year ended December 31, 2021, net cash used in investing activities was $Nil compared with $Nil used in investing activities
for the fiscal year ended December 31, 2020.



Net cash provided by financing
activities. During the fiscal year ended December 31, 2021, net cash provided by financing activities was $19,025 compared with
$19,590, provided by financing activities for the fiscal year ended December 31, 2020.



(b) Results of Operations.



Comparison of Fiscal Year Ended
December 31, 2021 to Fiscal Year Ended December 31, 2020



We did not earn any revenues during
the fiscal year ended December 31, 2021 and December 31, 2020. We do not anticipate earning revenues until such time as we have entered
into commercial production of our mineral properties. We are presently in the exploration stage of our business, and we can provide no
assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered,
that we will enter into commercial production of our mineral properties.





Consulting Fees. The Company
executed a promissory note for $150,052 as professional fee with CJHx4 Consulting for conducting investigation of the mineral resources
of the ten (10) mines and preparation of the National Instrument 43-101 Report for year ended December 31, 2020; as of December 31, 2021
the face amount of the promissory note remains $150,052.



Exploration Expenses. Exploration
expenses for December 31, 2021 and December 31, 2019 was $Nil.



General and Administrative Expenses.General
and administrative expenses for December 31, 2021 is $2,499 and December 31, 2020 was $5,022.



Professional Fees. Professional
fees for December 31, 2021 was $17,400 and December 31, 2020 was $53,957.



Interest Expense. Interest
expense for December 31, 2021 and December 31, 2020 was $Nil.



Depreciation. Depreciation
expenses for December 31, 2021 and December 31, 2020 was $Nil.



Loss on Disposal of Mineral
Rights. The loss for December 31, 2021 and December 31, 2020 was $Nil.



Net loss. For the fiscal
year ended December 31, 2021, we incurred a net loss of $(19,899) as compared to a net loss of $(58,980) for the fiscal year ended December
31, 2020. The decrease in net loss was primarily a result of the Company’s lack of activity.



(c) Off-balance sheet arrangements.



We have not entered into any off-balance
sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material
to investors.



(d) Inflation.



We do not believe that inflation
has had in the past or will have in the future any significant negative impact on our operations.



(e) Contractual Obligations.



As a smaller reporting company,
we are not required to provide the information required by this item.





87







ITEM 7A QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISKS



As a smaller reporting company, we
are not required to provide the information required by this item.



ITEM 8 FINANCIAL STATEMENTS AND
SUPPLENTARY DATA





88







Report of Independent
Registered Public Accounting Firm



To the shareholders and
the board of directors of Wall Street Acquisitions Corp



Opinion on the Financial
Statements



We have audited the accompanying
balance sheets of Wall Street Acquisitions Corp as of December 31, 2021 and 2020, the related statements of operations, stockholders’
equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States.



Substantial Doubt
about the Company’s Ability to Continue as a Going Concern



The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the
Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to
experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as
a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



Basis for Opinion



These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements
based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audit in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly, we express no such opinion.





Our audit included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.



/S/ BF Borgers CPA PC

BF Borgers CPA PC



We have served as the
Company’s auditor since 2020



Lakewood, CO

May 2, 2022

5041



89







|WALL STREET ACQUISITIONS CORP
|-----------------------------
|AUDITED BALANCE SHEET        



|                                                                                                                                                                               |  |                             |          |                             |  |  |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------- | -------- | --------------------------- |  |  | -------- | -
|ASSETS                                                                                                                                                                         |  | As
    of December 31, 2021 |          | As
    of December 31, 2020
|Current
    Assets                                                                                                                                                             |  |                             |          |                             |  |  |          |  
|Cash
    and Cash Equivalents                                                                                                                                                  |  |                             | 241      |                             |  |  | 115      |  
|Non-
    Current Assets                                                                                                                                                        |  |                             |          |                             |  |  |          |  
|Mining
Claims                                                                                                                                                                  |  |                             | 18,430   |                             |  |  | 18,430   |  
|Total
    Assets                                                                                                                                                               |  |                             | 18,671   |                             |  |  | 18,545   |  
|                                                                                                                                                                               |  |                             |          |                             |  |  |          |  
|LIABILITIES
    AND STOCKHOLDER’S EQUITY                                                                                                                                       |  |                             |          |                             |  |  |          |  
|Current
    Liabilities                                                                                                                                                        |  |                             |          |                             |  |  |          |  
|Due
    to Related Party                                                                                                                                                       |  |                             | 67,018   |                             |  |  | 67,018   |  
|Promissory
    Note Payable                                                                                                                                                    |  |                             | 150,052  |                             |  |  | 150,052  |  
|Accrued
    Expenses                                                                                                                                                           |  |                             | 13,957   |                             |  |  | 12,957   |  
|Total
    Liabilities                                                                                                                                                          |  |                             | 231,028  |                             |  |  | 230,028  |  
|                                                                                                                                                                               |  |                             |          |                             |  |  |          |  
|STOCKHOLDER’S
    EQUITY                                                                                                                                                       |  |                             |          |                             |  |  |          |  
|Preferred
  Stock $0.0001 par value, 20,000,000 shares authorized, not outstanding                                                                                             |  |                             | —        |                             |  |  | —        |  
|Common
  Stock, 0.0001 par value, 20,000,000 authorized and issued as of December 31, 2018 600,000,000 authorized 133,333,333 issued and outstanding
  as of December 31, 2020 |  |                             | 13,333   |                             |  |  | 13,333   |  
|Additional
    Paid-in-Capital                                                                                                                                                 |  |                             | 7,925    |                             |  |  | (11,100  | )
|Accumulated
    Deficit                                                                                                                                                        |  |                             | (233,615 | )                           |  |  | (213,716 | )
|Total
    Stockholder’s Equity                                                                                                                                                 |  |                             | (212,357 | )                           |  |  | (211,483 | )
|                                                                                                                                                                               |  |                             |          |                             |  |  |          |  
|Total
    Liabilities and Stockholder’s Equity                                                                                                                                 |  |                             | 18,671   |                             |  |  | 18,545   |  



|The accompanying notes are an integral part of these financial statements
|-------------------------------------------------------------------------





90







|WALL STREET ACQUISITIONS CORP  
|-------------------------------
|AUDITED STATEMENT OF OPERATIONS



|                              |  |                         |             |                       |  |  |             |  
|----------------------------- |  | ----------------------- | ----------- | --------------------- |  |  | ----------- | -
|                              |  | For
    the years ended
|                              |  | December
    31, 2021   |             | December
    31, 2020
|                              |  |                         |             |                      
|Revenues                      |  |                         | 0           |                       |  |  | 0           |  
|Cost
    of Revenue           |  |                         | 0           |                       |  |  | 0           |  
|Gross
    Profit              |  |                         | 0           |                       |  |  | 0           |  
|                              |  |                         |             |                       |  |  |             |  
|Professional
    Fee          |  |                         | 17,400      |                       |  |  | 53,958      |  
|License
    Fee               |  |                         | 0           |                       |  |  | 0           |  
|Operating
    Expenses        |  |                         | 2,499       |                       |  |  | 5,022       |  
|Total
    Expenses            |  |                         | 19,899      |                       |  |  | 58,980      |  
|                              |  |                         |             |                       |  |  |             |  
|Loss
    Before Income Taxes  |  |                         | (19,899     | )                     |  |  | (58,980     | )
|                              |  |                         |             |                       |  |  |             |  
|Income
    Tax Expense        |  |                         | 0           |                       |  |  | 0           |  
|                              |  |                         |             |                       |  |  |             |  
|Net
    Loss                  |  |                         | (19,899     | )                     |  |  | (58,980     | )
|                              |  |                         |             |                       |  |  |             |  
|Loss
    per share – Basic    |  |                         | (0.00015    | )                     |  |  | (0.00044    | )
|Weighted
    Average Shares - |  |                         |             |                       |  |  |             |  
|Basic
    and diluted         |  |                         | 133,333,333 |                       |  |  | 133,333,333 |  



|The accompanying notes are an integral part of these financial statements
|-------------------------------------------------------------------------





91







|WALL STREET ACQUISITIONS CORP  
|-------------------------------
|AUDITED STATEMENT OF CASH FLOWS



|                                                                             |  |                     |         |                   |  |  |         |  
|---------------------------------------------------------------------------- |  | ------------------- | ------- | ----------------- |  |  | ------- | -
|                                                                             |  | For
the years ended
|                                                                             |  | December
31, 2021   |         | December
31, 2020
|Net loss                                                                     |  |                     | (19,899 | )                 |  |  | (58,980 | )
|Adjustments
to reconcile net loss to net cash  used in operating activities: |  |                     |         |                   |  |  |         |  
|Due
to Related Party                                                         |  |                     | 0       |                   |  |  | 36,997  |  
|Accrued
Expenses                                                             |  |                     | 1,000   |                   |  |  | 1,507   |  
|                                                                             |  |                     |         |                   |  |  |         |  
|Net
cash used in operating activities                                        |  |                     | (18,899 | )                 |  |  | (20,475 | )
|                                                                             |  |                     |         |                   |  |  |         |  
|CASH
FLOWS FROM INVESTING ACTIVITIES                                         |  |                     |         |                   |  |  |         |  
|                                                                             |  |                     | 0       |                   |  |  | 0       |  
|Net
cash used in investing activities                                        |  |                     | 0       |                   |  |  | 0       |  
|                                                                             |  |                     |         |                   |  |  |         |  
|CASH
FLOWS FROM FINANCING ACTIVITIES                                         |  |                     |         |                   |  |  |         |  
|Proceeds
from Issuance of Stock                                              |  |                     | 0       |                   |  |  | 0       |  
|Change
in Promissory Note Payable                                            |  |                     |         |                   |  |  | 19,590  |  
|Proceeds
from Owner Contribution                                             |  |                     | 19,025  |                   |  |  | 0       |  
|Net
cash provided by financing activities                                    |  |                     | 19,025  |                   |  |  | 19,590  |  
|                                                                             |  |                     |         |                   |  |  |         |  
|Net
increase in cash and cash equivalents                                    |  |                     | 126     |                   |  |  | (885    | )
|Cash
and cash equivalents beginning of period                                |  |                     | 115     |                   |  |  | 1,000   |  
|Cash
and cash equivalents end of period                                      |  |                     | 241     |                   |  |  | 115     |  



|The accompanying notes are an integral part of these financial statements
|-------------------------------------------------------------------------





92







AUDITED STATEMENT OF CHANGES IN STOCKHOLDERS’
DEFICIT

FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31,
2021



|                              |  |        |             |        |  |            |        |             |  |              |         |   |  |  |          |   |  |  |          |  
|----------------------------- |  | ------ | ----------- | ------ |  | ---------- | ------ | ----------- |  | ------------ | ------- | - |  |  | -------- | - |  |  | -------- | -
|                              |  |        |             | COMMON |  | ADDITIONAL |        |             |  | TOTAL       
|                              |  |        |             | STOCK  |  | PAID IN    |        | ACCUMULATED |  | STOCKHOLDERS
|                              |  | SHARES |             | AMOUNT |  | CAPITAL    |        | DEFICIT     |  | EQUITY      
|                              |  |        |             |        |  |            |        |             |  |             
|Balance at January 1, 2019    |  |        | 20,000,000  |        |  |            | 2,000  |             |  |              | (1,439  | ) |  |  | (16,218  | ) |  |  | (15,657  | )
|Issuance of Common Stock      |  |        | 113,333,333 |        |  |            | 11,333 |             |  |              | (9,661  | ) |  |  |          |   |  |  | 1,672    |  
|Capital Contribution          |  |        |             |        |  |            |        |             |  |              | 0       |   |  |  |          |   |  |  |          |  
|Net Loss                      |  |        | —           |        |  |            | —      |             |  |              | —       |   |  |  | (138,518 | ) |  |  | (138,518 | )
|Balance at December 31, 2019  |  |        | 133,333,333 |        |  |            | 13,333 |             |  |              | (11,100 | ) |  |  | (154,736 | ) |  |  | (152,503 | )
|Issuance of Common Stock      |  |        |             |        |  |            | 0      |             |  |              |         |   |  |  |          |   |  |  | 0        |  
|Capital Contribution          |  |        |             |        |  |            |        |             |  |              | 0       |   |  |  |          |   |  |  |          |  
|Net Loss                      |  |        | —           |        |  |            | —      |             |  |              | —       |   |  |  | (58,980  | ) |  |  | (58,980  | )
|Balance at December 31, 2020  |  |        | 133,333,333 |        |  |            | 13,333 |             |  |              | (11,100 | ) |  |  | (213,716 | ) |  |  | (211,483 | )
|Issuance of Common Stock      |  |        |             |        |  |            | 0      |             |  |              |         |   |  |  |          |   |  |  | 0        |  
|Capital Contribution          |  |        |             |        |  |            |        |             |  |              | 0       |   |  |  |          |   |  |  |          |  
|Net Loss                      |  |        | —           |        |  |            | —      |             |  |              | —       |   |  |  | (1,060   | ) |  |  | (1,060   | )
|Balance at March 31, 2021     |  |        | 133,333,333 |        |  |            | 13,333 |             |  |              | (11,100 | ) |  |  | (214,776 | ) |  |  | (212,543 | )
|Issuance of Common Stock      |  |        |             |        |  |            |        |             |  |              |         |   |  |  |          |   |  |  | 0        |  
|Capital Contribution          |  |        |             |        |  |            |        |             |  |              | 16,600  |   |  |  |          |   |  |  |          |  
|Net Loss                      |  |        | —           |        |  |            | —      |             |  |              | —       |   |  |  | (16,469  | ) |  |  | (16,469  | )
|Balance at June 30, 2021      |  |        | 133,333,333 |        |  |            | 13,333 |             |  |              | 5,500   |   |  |  | (231,245 | ) |  |  | (212,412 | )
|Issuance of Common Stock      |  |        |             |        |  |            |        |             |  |              |         |   |  |  |          |   |  |  | 0        |  
|Capital Contribution          |  |        |             |        |  |            |        |             |  |              | 2,320   |   |  |  |          |   |  |  |          |  
|Net Loss                      |  |        | —           |        |  |            | —      |             |  |              | —       |   |  |  | (2,370   | ) |  |  | (2,370   | )
|Balance at September 30, 2021 |  |        | 133,333,333 |        |  |            | 13,333 |             |  |              | 7,820   |   |  |  | (233,615 | ) |  |  | (212,462 | )
|Issuance of Common Stock      |  |        |             |        |  |            |        |             |  |              |         |   |  |  |          |   |  |  | 0        |  
|Capital Contribution          |  |        |             |        |  |            |        |             |  |              | 105     |   |  |  |          |   |  |  |          |  
|Net Loss                      |  |        | —           |        |  |            | —      |             |  |              | —       |   |  |  | 0        |   |  |  | 0        |  
|Balance at December 31, 2021  |  |        | 133,333,333 |        |  |            | 13,333 |             |  |              | 7,925   |   |  |  | (233,615 | ) |  |  | (212,357 | )



The accompanying notes are part of these financial
statements





93







Notes to Financial Statements



For the Year ended December 31,
2021



1. Nature of Operations



Wall Street Acquisitions Corp (referred
to herein as the “Company”) was incorporated on December 2, 2016 in the State of Delaware.



The Company operates as a mineral
exploration business headquartered at located at 4440 S. Piedras Drive, Suite 136, San Antonio, Texas 78228. Its principal business activity
is the acquisition, exploration and development of mineral property interests in United States. The Company is considered to be in the
exploration stage and substantially all of the Company’s efforts are devoted to financing and developing these property interests.



The Company is the owner of titles
and/or deeds to several mineral properties in Nevada, New Mexico, and Arizona. There has been no determination whether the Company’s
interests in unproven mineral properties contain mineral reserves, which are economically recoverable. However, the Company engaged the
services of CJHx4 Consulting of Brookside Village, TX, a geological consulting firm which conducted a study of our mining properties and
produced The National Instrument 43-101 Report (‘the “43-101 Report”) which established presence of gold mineralization.
Under SEC standards, mineralization may not be classified as a “reserve” unless determination has been made that the mineralization
could be economically produced or extracted at the time of the reserve determination. The term “economically” as used in the
SEC’s New Mining Rules, means that profitable extraction or production has been established or analytically demonstrated in a feasibility
study to be viable and justifiable under reasonable investment and market assumptions. The term “legally” as used in the New
Mining Rules definition of reserves, does not imply that all permits needed for mining and processing have been obtained or that other
legal issues have been completely resolved. Therefore, for a “reserve” to exist, we must have a justifiable expectation, based
on applicable laws and regulations, that issuance of permits or resolution of legal issues necessary for mining and processing at a particular
deposit will be accomplished in the ordinary course and in a timeframe consistent with our current mine plans. In accordance with the
New Mining Rules, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource”
and “inferred mineral resource” used in herein are defined in the New Mining Rules. We cannot classify the mineral resources
as “reserves”.





2. Going Concern



The financial statements have been
prepared on a going concern basis. The going concern basis of presentation assumes that the Company will continue operations for the foreseeable
future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operation.



The Company has incurred a net loss
of $19,899 for the year ended December 31, 2021, and an accumulated deficit of $233,615). As an exploration stage entity, the Company
has not yet commenced its mining operations and accordingly does not have any revenue. This casts substantial doubt on the Company’s
ability to continue as a going concern unless it can begin to generate net profit and raise adequate financing.



The Company has been seeking additional
debt or equity financing to support its operations until it becomes cash flow positive. There can be no assurances that action and plan
such as above will be sufficient for the Company to continue operating as a going concern.





94







The financial statements do not
include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts classified as liabilities
that might be necessary should the Company be unable to continue in existence. These adjustments could be material.



3. Significant Accounting Policies



These financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America. The significant accounting
policies followed in the preparation of these financial statements are as follows:



Mineral Properties and Exploration
and Development Costs



The costs of acquiring mineral properties
are capitalized at the date of acquisition. After acquisition, various factors can affect the recoverability of the capitalized costs.
If, after review, management concludes that the carrying amount of a mineral property is impaired, it will be written down to estimated
fair value. Exploration costs incurred on mineral properties are expensed as incurred. Development costs incurred on proven and probable
reserves will be capitalized. Upon commencement of production, capitalized costs will be amortized using the unit-of-production method
over the estimated life based on proven and probable reserves (which exclude non-recoverable reserves and anticipated processing losses).
When the Company receives an option payment related to a property, the proceeds of the payment are applied to reduce the carrying value
of the exploration asset.



Impairment of long-lived assets



The Company reviews long-lived assets
for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable,
or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the
carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and
its book value.



An impairment of mine is recognized
when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral properties. Impairment losses,
if any, are measured as the excess of the carrying amount of the mineral properties over its estimated fair value.



Costs of lease, exploration, carrying
and retaining unproven mineral lease properties are expensed as incurred. The Company expenses all mineral exploration costs as incurred
as it is still in the exploration stage and has not commenced any operations. If the Company identifies proven and probable reserves in
its investigation of its properties and upon development of a plan for operating a mine, it would enter the exploration stage and capitalize
future costs until production is established.





When a property reaches the production
stage, the related capitalized costs are amortized on a units-of-production basis over the proven and probable reserves following the
commencement of production. The Company assesses the carrying costs of the capitalized mineral properties for impairment under ASC 360-10,
“Impairment of long-lived assets”, and evaluates its carrying value under ASC 930-360, “Extractive Activities - Mining”,
annually.



To date, the Company has not established
the commercial feasibility of any exploration prospects; therefore, all exploration costs are being expensed.



Foreign Currency Translation



The Company has no foreign operations.



Use of Estimates



The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ
from those estimates. Some of the Company’s more significant estimates include those related to going concern, collectability of
receivables, and the fair value of stock-based compensation and other equity instruments. These estimates are reviewed periodically, and,
as adjustments become necessary, they are reported in earnings in the period in which they become known.





95







Comprehensive Income



The Company follows the guidance
in ASC 220, Comprehensive Income. ASC 220 establishes standards for the reporting and presentation of comprehensive income
and its components in a full set of financial statements. Comprehensive income is presented in the statements of changes in stockholders’
deficit and consists of foreign currency translation adjustments. ASC 220 requires only additional disclosures in the financial statements
and does not affect the Company’s financial position or results of operations.



Fair Value of Financial Instruments



In accordance with ASC 820, Fair
Value Measurement, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability
(i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.



In determining fair value, the Company
uses various valuation approaches. A fair value hierarchy for inputs is used in measuring fair value that maximizes the use of observable
inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs
are those that market participants would use in pricing the asset or liability based on market data obtained from sources independent
of the Fund. Unobservable inputs reflect the Company assumptions about the inputs market participants would use in pricing the asset or
liability developed based on the best information available in the circumstances.



The fair value hierarchy is categorized
into three levels based on the inputs as follows:



| | Level 1 - | Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.                                                                                                                                               
| | --------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |           |                                                                                                                                                                                                                                                                         
| | Level 2 - | Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
| |           |                                                                                                                                                                                                                                                                         
| | Level 3 - | Inputs to the valuation methodology are unobservable and significant to the fair value.                                                                                                                                                                                 



Income Taxes



The Company accounts for income
taxes pursuant to ASC 740, Income Taxes. Deferred tax assets and liabilities are recorded for differences between the financial
statements and tax basis of the assets and liabilities that will result in taxable or deductible amounts in the future based on enacted
tax laws and rates. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
Income tax expense is recorded for the amount of income tax payable or refundable for the period increased or decreased by the change
in deferred tax assets and liabilities during the period.



Stock-based Compensation



The Company accounts for Stock-Based
Compensation in accordance with ASC 718, Compensation – Stock Compensation. ASC 718 establishes standards for the accounting
for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an
entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments
or that may be settled by the issuance of those equity instruments. ASC 718 focuses primarily on accounting for transactions in which
an entity obtains employee services in share-based payment transactions. ASC 718 requires that the compensation cost relating to share-based
payment transactions be recognized in the financial statements measured based on the fair value of the equity or liability instruments
issued, when granted in exchange for employee services.





96







Awards granted to non-employees
fall under ASC 505-50 and are recognized based on the fair value of the goods or services received or the equity instruments, whichever
is more reliable.



Net Earnings (Loss) Per Share



The Company accounts for earnings
(loss) per share pursuant ASC 260, Earnings Per Share, which requires disclosure on the financial statements of “basic”
and “diluted” earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) by the
weighted average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income
(loss) by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options
and warrants for each year. The weighted average number of shares outstanding has been adjusted for the effects of stock dividends, stock
splits, and reverse stock splits.



There were no dilutive financial
instruments for the years ended December 31, 2021 and 2020.



Recent Accounting Pronouncements



The below recent accounting pronouncements
were adopted during the year ended December 31, 2021:



● “Compensation -
Stock Compensation (Topic 718): Scope of Modification Accounting” (ASU 2017-09) was issued in May 2017. This update provides clarity
and reduces both diversity in practice and cost and complexity when applying the guidance in Topic 718, Compensation - Stock Compensation,
to a change to the terms or conditions of a share-based payment award. This standard was effective for annual periods beginning after
December 15, 2017. The adoption of ASU 2017-09 did not have an impact on the Company’s financial statements.



● “Statement of Cash
Flows (Topic 230)” (“ASU 2016-15”) was issued during August 2016. ASU 2016-15 is intended to reduce the diversity in
practice regarding how certain transactions are classified within the statement of cash flows. ASU 2016-15 is effective for public business
entities for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. In November 2016,
the FASB issued ASU 2016-18, “Statement of Cash Flows, Restricted Cash (Topic 230)” (“ASU 2016-18”), which requires
the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts
shown on the statement of cash flows. ASU 2016-15 and ASU 2016-18 were both effective for fiscal years beginning after December 15, 2017,
including interim periods within those fiscal years, provided that all of the amendments are adopted in the same period. The amendments
were applied using a retrospective transition method to each period presented. The adoption of ASU 2016-15 did not have an impact on the
Company’s financial statements.



● In January 2016, the
FASB issued ASU No. 2016-01, Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial
Liabilities (“ASU 2016-01”). This standard affects the accounting for equity instruments, financial liabilities under
the fair value option and the presentation and disclosure requirements of financial instruments. In February 2018, the FASB issued ASU
2018-03, “Technical Corrections and Improvements to Financial Instruments (Subtopic 825-10) – Recognition and Measurement
of Financial Assets and Financial Liabilities”. This update was issued to clarify certain narrow aspects of guidance concerning
the recognition of financial assets and liabilities established in ASU No. 2016-01, ”Financial Instruments—Overall (Subtopic
825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. This includes an amendment to clarify
that an entity measuring an equity security using the measurement alternative may change its measurement approach to a fair valuation
method in accordance with Topic 820, Fair Value Measurement, through an irrevocable election that would apply to that security and all
identical or similar investments of the same issued. The update is effective for fiscal years beginning after December 15, 2017 and interim
periods within those fiscal years beginning after June 15, 2018. The adoption of ASU 2016-01 did not have an impact on the Company’s
financial statements.





97







● In February 2018, the
Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-03, Technical Corrections
and Improvements to Financial Instruments – Overall (Subtopic-10): Recognition and Measurement of Financial Assets and Financial
Liabilities to clarify codification and to correct unintended application of the guidance. The Company adopted this pronouncement concurrently
with the adoption of ASU 2016-01. The adoption of this update had no impact on the Company’s financial statements.



The following are recent accounting
pronouncements, which may have an impact on the Company’s future financial statements:



● “Leases”
(ASU 2016-02) was issued during February 2016. This update will require organizations that lease assets to recognize on the balance sheet
the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosure
about the amount, timing and uncertainty of cash flows arising from leases. This guidance is effective for annual and interim periods
beginning after December 15, 2018. The adoption of ASU 2016-02 will not have an impact on the Company’s financial statements.



● In June 2016, the FASB
issued ASU 2016-13, “Measurement of Credit Losses on Financial Instruments”, amended in November by ASU 2018-19, “Codification
Improvements to Topic 326, Financial Instruments – Credit Losses,” which introduces the current expected credit losses model
in the estimation of credit losses on financial instruments. This update is effective retrospectively for fiscal years beginning after
December 15, 2019, and interim periods within those fiscal years, with early adoption being permitted for fiscal years beginning after
December 15, 2018. The Company plans to adopt this ASU on January 1, 2023.



● “Compensation -
Stock Compensation (Topic 718): Scope of Modification Accounting.” (“ASU 2017-09”) Issued in May 2017, ASU 2017-09 amends
the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms or
conditions of share-based payment awards to which an entity would be required to apply modification accounting. The new guidance will
allow companies to make certain changes to awards without accounting for them as modifications. It does not change the accounting for
modifications. ASU 2017-09 is effective for annual reporting periods beginning after December 15, 2017, with early adoption permitted,
including adoption in any interim period for which financial statements have not yet been issued. The Company does not expect that the
adoption of ASU 2017-09 will have a material impact on the Company’s financial statement.



● In August 2018, the FASB
issued ASU 2018-13, Fair Value Measurement (Topic: 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair
Value Measurement (ASU 2018-13). FASB issued the update to modify the disclosure requirements in Topic 820. ASU 2018-07 will be effective
for public companies for fiscal years beginning after December 15, 2018 including interim periods.



The Company continues to evaluate the
impact of these ASU’s on its financial statements.





98







4.       Mineral
Property Interest



|   |  |                        |  |                             |  |            |  | Acquisition     |  |         
|-- |  | ---------------------- |  | --------------------------- |  | ---------- |  | --------------- |  | --------
|   |  |                        |  |                             |  |            |  | Date by         |  | Purchase
|   |  | Mines                  |  | Location                    |  | County     |  | the
    Company |  | Amount  
|   |  |                        |  |                             |  |            |  |                 |  |         
|1  |  | Yellow
    Aster Flats |  | Tonopah,
    Nevada         |  | Esmeralda  |  | 9/17/2019       |  | $       
|   |  |                        |  |                             |  |            |  |                 |  |         
|2  |  | Fat Mules
    Flats    |  | Tonopah,
    Nevada         |  | Esmeralda  |  | 9/17/2019       |  | $       
|   |  |                        |  |                             |  |            |  |                 |  |         
|3  |  | Cobin                  |  | Tonopah,
    Nevada         |  | Esmeralda  |  | 9/17/2019       |  | $       
|   |  |                        |  |                             |  |            |  |                 |  |         
|4  |  | Jasper                 |  | Tonopah,
    Nevada         |  | Esmeralda  |  | 9/17/2019       |  | $       
|   |  |                        |  |                             |  |            |  |                 |  |         
|5  |  | Barracks
    Nine      |  | Tonopah,
    Nevada         |  | Esmeralda  |  | 9/17/2019       |  | $       
|   |  |                        |  |                             |  |            |  |                 |  |         
|6  |  | Eclipse                |  | Tonopah,
    Nevada         |  | Esmeralda  |  | 9/17/2019       |  | $       
|   |  |                        |  |                             |  |            |  |                 |  |         
|7  |  | Fortuna                |  | Tonopah,
    Nevada         |  | Esmeralda  |  | 9/17/2019       |  | $       
|   |  |                        |  |                             |  |            |  |                 |  |         
|8  |  | Purple Heart           |  | Buckhorn,
    New Mexico    |  | Grant      |  | 9/17/2019       |  | $       
|   |  |                        |  |                             |  |            |  |                 |  |         
|9  |  | Blackmoor              |  | Buckhorn,
    New Mexico    |  | Grant      |  | 9/17/2019       |  | $       
|   |  |                        |  |                             |  |            |  |                 |  |         
|10 |  | New
    River          |  | La
    Paz, Arizona         |  | La
    Paz |  | 9/17/2019       |  | $       
|   |  |                        |  |                             |  |            |  |                 |  |         
|   |  | Total                  |  | As
    of December 31, 2021 |  |            |  |                 |  | $       



Mine 1 – Yellow Aster



Pursuant to the Purchase and Merger
Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral
interests found the Yellow Aster Mine Property located in Tonopah, Nevada in Esmeralda County.



Mine 2 – Fat Mule Flats



Pursuant to the Purchase and Merger
Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral
interests found in the Fat Mules Flats Mine Property located in Tonopah, Nevada in Esmeralda County.



Mine 3 – Cobin



Pursuant to the Purchase and Merger
Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral
interests found in the Cobin Mine Property located in Tonopah, Nevada in Esmeralda County.



Mine 4 – Jasper



Pursuant to the Purchase and Merger
Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral
interests found in the Jasper Mine Property located in Tonopah, Nevada in Esmeralda County.



Mine 5 – Barracks Nine



Pursuant to the Purchase and Merger
Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral
interests found in the Barracks Nine Property located in Tonopah, Nevada in Esmeralda County.



Mine 6 – Eclipse



Pursuant to the Purchase and Merger
Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral
interests found in the Eclipse Mine Property located in Tonopah, Nevada in Esmeralda County.



Mine 7 – Fortuna



Pursuant to the Purchase and Merger
Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral
interests found in the Fortuna Mine Property located in Tonopah, Nevada in Esmeralda County.





99







Mine 8 – Purple Heart



Pursuant to the Purchase and Merger
Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral
interests found the Purple Heart Mine Property located in Buckhorn, New Mexico, in Grant County.



Mine 9 – Blackmoor



Pursuant to the Purchase and Merger
Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral
interests found in the Blackmoor Mine Property located in Buckhorn, New Mexico, in Grant County.



Mine 10 – New River Mine



Pursuant to the Purchase and Merger
Agreement of September 17, 2019, the Company acquired an undivided one hundred percent (100%) interest and deed in and to certain mineral
interests found in the New River Mine Property located in Laz Paz, Laz Paz County, Arizona.



5. Advances From Stockholders



Advances from stockholders was $67,018
for December 31, 2021 and $67,018 for December 31, 2020.



6. Due On Mineral Rights
Acquisitions



N/A



7. Income Taxes



Reconciliation of the income tax
expense / (benefit) computed at the U.S. Federal income tax rate to the Company’s reported income tax expense / (benefit) for the
year ended December 31, 2021 and December 31, 2019 is as follows:



|Schedule of Components of Income Tax Expense (Benefit) |  |                   |         |                   |  |  |         |  
|------------------------------------------------------ |  | ----------------- | ------- | ----------------- |  |  | ------- | -
|                                                       |  | For year ended   
|                                                       |  | December 31, 2021 |         | December 31, 2020
|                                                       |  | $                 |         | $                
|Profit / (loss) from operations before income tax      |  |                   | (19,899 | )                 |  |  | (58,980 | )
|Income tax rate                                        |  |                   | 21      | %                 |  |  | 21      | %
|Income tax expense at the U.S Federal tax              |  |                   | (4,179  | )                 |  |  | (12,386 | )
|Adjustments to derive effective tax rate:              |  |                   |         |                   |  |  |         |  
|Non-deductible stock bases compensation                |  |                   | —       |                   |  |  | —       |  
|Other non-deductible expenses                          |  |                   | —       |                   |  |  | —       |  
|Foreign rate differentials                             |  |                   | —       |                   |  |  | —       |  
|State and local net of federal benefit                 |  |                   | —       |                   |  |  | —       |  
|Valuation allowance                                    |  |                   | 4,179   |                   |  |  | 12,386  |  
|Income tax (benefit) / expenses                        |  |                   | —       |                   |  |  | —       |  



The ultimate realization of deferred
tax assets depends primarily on the Company’s ability to generate sufficient timely future income of the appropriate character in
the appropriate taxing jurisdiction.



On December 31, 2021, Company has
no unrecognized tax benefits.





100







The significant components
of deferred tax assets and liabilities are as follows:



|Schedule of Deferred Tax Assets and Liabilities |  |                   |         |                   |  |  |         |  
|----------------------------------------------- |  | ----------------- | ------- | ----------------- |  |  | ------- | -
|                                                |  | For year ended   
|                                                |  | December 31, 2021 |         | December 31, 2020
|Deferred tax assets                             |  |                   |         |                   |  |  |         |  
|Net income / (loss)                             |  |                   | (19,899 | )                 |  |  | (58,980 | )
|Deferred tax liability                          |  |                   | —       |                   |  |  | —       |  
|Net deferred tax assets                         |  |                   | (4,179  | )                 |  |  | (12,386 | )
|Less: Valuation allowance                       |  |                   | 4,179   |                   |  |  | 12,386  |  
|Deferred tax asset - net valuation allowance    |  |                   | —       |                   |  |  | —       |  



As of December 31, 2021 the Company
has an accumulated deficit or net operating loss carryover of approximately $19,899 available to offset future income for income tax reporting
purposes, which will expire in various years through 2037, if not previously utilized. However, the Company’s ability to use the
carryover net operating loss may be substantially limited or eliminated pursuant to Internal Revenue Code Section 382.



The Company’s policy regarding
income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes.
During the period January 1, 2021 to December 31, 2021, there was no income tax, or related interest and penalty items in the income statement,
or liabilities on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction and Delaware state jurisdiction.
We are not currently involved in any income tax examinations.



8. Capital Stock



a) Common Stock



On September 30, 2020 the Company
issued 113,333,333 common stock to Jimmy Ramirez and 20,000,000 shares of common stock to Franklin Ogele to reflect the terms and ratio
of ownership of the Company per the September 17, 2019 Share Purchase and Merger Agreement.



b) Stock To Be Issued



NONE



c) Preferred Stock



NONE



d) Stock-Based Compensation



NONE



9. Related Party Transactions and
Balances



The stockholders of the Company
advanced $67,018 and $67,018 towards operating expenses on behalf of the Company for the year ended December 31, 2021 and December 31,
2021 respectfully; the stockholders will be reimbursed the amount in due course.



Payable to Related Parties:



|Schedule of Related Party Transactions |  |              |        |              |  |   |        | 
|-------------------------------------- |  | ------------ | ------ | ------------ |  | - | ------ | 
|                                       |  | December 31, |        | December 31,
|                                       |  | 2021         |        | 2020        
|                                       |  |              |        |             
|Payable to Stockholders                |  | $            | 67,018 |              |  | $ | 67,018 | 
|                                       |  |              |        |              |  |   |        | 
|Total Payable to Related Parties       |  | $            | 67,018 |              |  | $ | 67,018 | 





101







10. Financial Instruments



Fair Values



The Company’s financial instruments
consist of cash, accounts receivable, notes receivable, accounts payable and accrued liabilities, dividends payable, and amounts due on
mineral rights acquisition. The fair values of these financial instruments approximate their carrying values due to the short-term maturity
of these instruments. There were no transfers of financial instruments between Levels 1, 2, and 3 during the years ended December 31,
2021 and 2020.



Foreign Currency Risk



NONE. The Company has no foreign
operations.



Concentration of Credit Risk



Concentration of credit risk is
the risk of loss in the event that certain counterparties are unable to fulfill its obligations to the Company. The Company limits its
exposure to credit loss on its cash by placing its cash with high credit quality financial institutions. The Company does not have
any cash in excess of federally insured limits.



Liquidity Risk



Liquidity risk is the risk that
the Company’s cash flows from operations will not be sufficient for the Company to continue operating and discharge is liabilities.
The Company is exposed to liquidity risk as its continued operation is dependent upon its ability to obtain financing, either in the form
of debt or equity, or achieving profitable operations in order to satisfy its liabilities as they come due.



Market Risk



Market risk is the risk that fluctuations
in the market prices of minerals will impact the Company’s future cash flows. The Company is exposed to market risk on the price
of gold, which will determine its ability to build and achieve profitable operations, the amount of exploration and development work that
the Company will be able to perform, and the number of financing opportunities that will be available. Management believes that it would
be premature at this point to enter into any hedging or forward contracts to mitigate its exposure to specific market price risks.



11. Segmented reporting



The Company only has one
reportable segment, its acquisition, exploration, and development of mineral property interests in United States. All of the mineral
properties are located in United States.





12. Subsequent events



In accordance with FASB ASC 855-10,
Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2021 to the date these consolidated financial statements
were issued and has determined that it does not have any material subsequent events to disclose in these consolidated financial statements.





102







ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



During the Company’s two
most recent fiscal years, and since then, no independent accountant who was previously engaged as the Company’s principal accountant
to audit the Company’s financial statements has resigned or declined to stand for re-election or been dismissed.



ITEM 9A. CONTROLS AND PROCEDURES



Management’s Annual
Report on Internal Control Over Financial Reporting



Evaluation
of Disclosure Controls and Procedures



We maintain
disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Disclosure controls and procedures refer to
controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that
such information is accumulated and communicated to our management, including our principal executive officer and principal financial
and accounting officer, as appropriate, to allow timely decisions regarding required disclosure.



As required
by Rule 13a-15(e) of the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision
of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls
and procedures as of December 31, 2021. Based upon, and as of the date of this evaluation, our Chief Executive Officer and Chief Financial
Officer determined that, because of the material weakness described below, our disclosure controls and procedures were not effective.



Management’s
Annual Report on Internal Control over Financial Reporting



Our management
is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over
financial reporting refers to the process designed by, or under the supervision of, our principal executive officer and principal financial
and accounting officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding
the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally
accepted accounting principles, and includes those policies and procedures that:



| | (1) | pertain to the maintenance of records
    that in reasonable detail accurately and fairly reflect the
    transactions and dispositions of
    our assets;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | provide reasonable assurance that
    transactions are recorded as necessary to permit
    preparation of financial statements
    in accordance with U.S. generally accepted accounting principles,
    and that our receipts and expenditures
    are being made only in accordance with the authorization of our
    management and directors; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | provide reasonable assurance regarding
    prevention or timely detection of unauthorized acquisition,
    use or disposition of our assets
    that could have a material effect on the financial statements.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our management
evaluated the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this evaluation, management
used the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including
(i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.
Based on our evaluation, we determined that, as of December 31, 2021, our internal control over financial reporting was not effective
due to the following material weakness:



| | ● | We do not have sufficient and skilled accounting personnel with an appropriate level of technical accounting knowledge and experience in the application of accounting principles generally accepted in the United States commensurate with our financial reporting requirements. To mitigate the current limited resources and limited employees, we rely heavily on the use of external legal and accounting professionals.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In order
to cure the foregoing material weakness, we have taken or plan to take the following remediation measures



| | ● | We intend to hire additional personnel with technical accounting expertise to further support our current accounting personnel. As necessary, we will continue to engage consultants or outside accounting firms in order to ensure proper accounting for our consolidated financial statements.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We intend
to complete the remediation of the material weakness discussed above as soon as practicable, but we can give no assurance that we will
be able to do so. Designing and implementing an effective disclosure controls and procedures is a continuous effort that requires us to
anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources to maintain
a financial reporting system that adequately satisfies our reporting obligations. The remedial measures that we have taken and intend
to take may not fully address the material weakness that we have identified, and material weaknesses in our disclosure controls and procedures
may be identified in the future. Should we discover such conditions, we intend to remediate them as soon as practicable. We are committed
to taking appropriate steps for remediation, as needed.



All internal
control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.





103







Changes
in Internal Controls over Financial Reporting



We regularly
review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase
efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing
new, more efficient systems, consolidating activities, and migrating processes.



There have
been no changes in our internal control over financial reporting during the fourth quarter of fiscal year 2021 that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.



ITEM 9B. OTHER INFORMATION



None.



PART III



ITEM 10. DIRECTORS, EXECUTIVE OFFICERS,
AND CORPORATE GOVERNANCE



The name, age and titles of our executive
officer and director are as follows:



|Name and Address of Executive Officer and/or Director                     | Age | Position                                                                       
|------------------------------------------------------------------------- | --- | -------------------------------------------------------------------------------
|Jimmy Ramirez 4440 S. Piedras Drive #136 San Antonio, Texas 78228         | 62  | President, CEO/Director (Principal Executive, Financial and Accounting Officer)
|Franklin Ogele, Esq. One Gateway Center, 26th Fl Newark, New Jersey 07102 | 67  | Vice President, CFO and Secretary                                              



Mr. Jimmy Ramirez (“Ramirez”)
is our President, Treasurer, Secretary and Director.



Mr. Ramirez is a businessman. During
the past five (5) years, Mr. Ramirez has been President and CEO of Global Mortgage Banking, a broker of commercial and residential mortgages;
President of Paralegals & Documents, Inc., a business providing paralegal and documentation services; President of Gateway Gold &
Minerals, Inc. the owner of the mining properties which was acquired by the Company in 2019; President of Trans-Capital Resources, Ltd.,
a Belize company that is developing a crypto-currency platform and The Class Ring Company, Inc. which provides high schools with class
rings, caps and gowns, announcements and recognition products.



Franklin Ogele, Esq. is our Vice
President, General Counsel and Chief Financial Officer. Franklin Ogele is an attorney and businessman.During the past five
(5) years, Mr. Ogele has practiced law with Franklin Ogele, P.A. a securities law firm. Additionally, during and since the past five (5)
years, Mr. Ogele has served as President of Phoenix Realty, Inc., and Summit Terminal LLC, both real estate companies and BlackBook Capital
Inc., a former FINRA member firm. Franklin is admitted to practice law in New York & New Jersey and the US Southern District Court
of New York & New Jersey Federal Court. Mr. Ogele also currently serves director and officer of the following companies: New Africa
Petroleum and Emerging Opportunities Corp.





Term of Office



Our directors are appointed to
hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our
officers are appointed by our Board of Directors and hold office until removed by the Board, as described under employment agreements.
During the past five years, Franklin Ogele has served as a director of a company with a class of securities registered pursuant to Section
12 of the Exchange Act.



Family Relationships



There are no family relationships
between any of our directors or executive officers and any other directors or executive officers.



Significant Employees



As of the date hereof, the Company
has no employees other than its officers.



Involvement in Certain Legal
Proceedings of Our Executive Officers and Directors



Franklin Ogele was the President
of Phoenix Realty, Inc. and a Member of Summit Terminal LLC which sought Chapter 11 Bankruptcy protection in 2019 in regard to certain
real estate transaction. Phoenix Realty, Inc. had provided corporate guarantee in connection with the purchase by Summit Terminal LLC
of certain property in Myrtle Beach, South Carolina. Phoenix Realty, Inc., and Summit Terminal LLC sought protection under Chapter 11
of the Bankruptcy Code to protect the equity in the property. See In Re: Phoenix Realty, Inc./ Summit Terminal LLC, United States Bankruptcy
Court, District of New Jersey, See In Re Phoenix Realty, Inc., and In Re: Summit Terminal LLC Docket Nos. 19-23949 (SLM) and 19-2394,
United States Bankruptcy Court, District of New Jersey, dismissed and refiled as In Re: In the Matter of Summit Terminal LLC, United States
Bankruptcy Court, District of South Carolina, Docket No. 20-00093-jw. The matter was closed on March 6, 2020.





In June 2018, Mr. Ogele, in connection
with his role as Chief Compliance Officer of BlackBook Capital, Inc., a former FINRA member firm, entered into an Acceptance Waiver and
Consent Letter with FINRA pursuant to which Mr. Ogele was fined $5,000.00 and suspended for 45 days in any principal capacity beginning
June 4, 2018 through July 18, 2018 in regard to alleged failure on the part of Mr. Ogele to properly supervise a registered stockbroker
of BlackBook Capital. Mr. Ogele had withdrawn his registration as an associated person of a broker-dealer in or about June 2016, prior
to the FINRA action.





104







With the exception of the above
disclosure, during the last five years, (i) no petition under the federal bankruptcy laws or any state insolvency law has been filed
by or against any Company executive officer or director, or any person nominated to become a Company director, nor has any receiver, fiscal
agent or similar officer been appointed by a court for (a) the business or property of such person, (b) any partnership in which he was
general partner at or within two years before the time of such filing, or (c) any corporation or business association of which he was
an executive officer at or within two years before the time of such filing and (ii) neither any Company executive officer or director,
nor any person nominated to become a Company director: (a) has been convicted in a criminal proceeding or named as a defendant in a pending
criminal proceeding (excluding, in each case, traffic violations and minor offenses); (b) has been the subject of an entry of an order,
judgment, or decree, not subsequently reversed, suspended, or vacated, by a court of competent jurisdiction, that permanently enjoined,
barred, suspended, or otherwise, his involvement in any type of business, securities, commodities, or banking activities; (c) the subject
of a finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity
Futures Trading Commission or a state securities regulator of a violation of U.S. federal or state securities or commodities trading laws,
which finding or judgment has not been reversed, suspended or vacated; (d) the subject of an order by a self-regulatory organization that
permanently or temporarily barred, suspended, or otherwise limit his/their involvement in any type of business or securities activities;
or (e) a disqualified person under Rule 262, Rule 505(b)(2)(iii), and Rule 506(d)(2)(ii) under the Securities Act.



Section 16(a) Beneficial Ownership
Reporting Compliance



Based upon review of Schedule 13-G
filings, Jimmy Ramirez and Franklin Ogele filed amended Form 13-G to properly disclose their respective holdings in the Company on November
18 2020.



Code of Ethics



We have not adopted a Code of Ethics
that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing
similar functions. The Company intends to adopt a Code of Ethics in due course.



Nominees to the Board of Directors



During the Company’s 2021
fiscal year, there were no material changes to the procedures by which security holders may recommend nominees to the Board of Directors.



Audit Committee



Since we do not have an audit
or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed
by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert,
nor has the Board established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company
is an early exploration stage company and has only two directors, and to date, such directors have been performing the functions of such
committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues
concerning management compensation, nominations, and audit issues that may affect management decisions.





ITEM 11. EXECUTIVE COMPENSATION



Summary Compensation Table



The table below summarizes all compensation
awarded to, earned by, or paid to our officers for all services rendered in all capacities to us for the fiscal periods indicated.





We currently do not have any executive
compensation or benefits, such as health or life insurance. We may reimburse Mr. Ramirez and Mr. Ogele for any out-of-pocket expenses
that they incur on our behalf. In the future, we may approve payment of salaries for officers and directors, but currently, no such plans
have been approved.





The following tables set forth certain
information about compensation paid, earned, or accrued for services by our Executive Officer year ended December 31, 2021 and December
31, 2020:







105







Summary Compensation Table



|                     |  |        |      |       |  |               |   | Non-Equity        |  |             
|-------------------- |  | ------ | ---- | ----- |  | ------------- | - | ----------------- |  | ------------
|                     |  |        |      |       |  | Stock         |   | Incentive         |  | All Other   
|Name and Principal’s |  | Salary |      | Bonus |  | Option Awards |   | Plan Compensation |  | Compensation
|Position             |  | Period |      | $     |  | $             |   | $                 |  | $           
|                     |  |        |      |       |  |               |   |                   |  |             
|Jimmy Ramirez        |  |        | 2021 |       |  |               | 0 |                   |  |             
|Pres/Director        |  |        | 2020 |       |  |               | 0 |                   |  |             
|                     |  |        |      |       |  |               |   |                   |  |             
|Franklin Ogele, Esq. |  |        | 2021 |       |  |               | 0 |                   |  |             
|VP/GC/CFO            |  |        | 2020 |       |  |               | 0 |                   |  |             



Mr. Ramirez and Mr. Ogele devote
as many hours as possible per week to manage the affairs of the Company at no salary.



Director Compensation



The following table sets forth director
compensation for the period ended December 31, 2021 and December 31, 2020:



|Name           |  | Fees Earned Or Paid in Cash |     | Stock Awards |  | Non-Equity Incentive Plan Compensation |     | Deferred Compensation Earnings |  | All Other Compensation |     | Total
|-------------- |  | --------------------------- | --- | ------------ |  | -------------------------------------- | --- | ------------------------------ |  | ---------------------- | --- | -----
|               |  | ($)                         |     | ($)          |  | ($)                                    |     | ($)                            |  | ($)                    |     | ($)  
|               |  |                             |     |              |  |                                        |     |                                |  |                        |     |      
|Jimmy Ramirez  |  |                             | -0- |              |  |                                        | -0- |                                |  |                        | -0- |      
|Franklin Ogele |  |                             | -0- |              |  |                                        | -0- |                                |  |                        | -0- |      



Employment Agreements



NONE



ITEM 12. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table lists, as of
the date of this Annual Report, the number of shares of common stock of our Company that are beneficially owned by (i) each person or
entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director
of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal
shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under
the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting
power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or
direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right
to acquire beneficial ownership within 60 days. Under SEC rules, more than one person may be deemed to be a beneficial owner of the same
securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial
interest. Except as noted below, each person has sole voting and investment power.





106







|                                                       |  |                       |  |                       |  | Percentage of Issued
|------------------------------------------------------ |  | --------------------- |  | --------------------- |  | --------------------
|                                                       |  | Name and Address of   |  | Amount and Nature of  |  | and outstanding     
|Title of Class                                         |  | Beneficial Owner      |  | Beneficial Ownership  |  | Common Stock        
|                                                       |  |                       |  |                       |  |                     
|Common Stock                                           |  | Jimmy Ramirez         |  | 113,333,333 shares of |  |                     
|                                                       |  | 4440 S. Piedras Drive |  | Common Stock (direct) |  |                     
|                                                       |  | Suite 136             |  |                       |  |                     
|                                                       |  | San Antonio, TX 78228 |  |                       |  |                     
|                                                       |  |                       |  |                       |  |                     
|Common Stock                                           |  | Franklin Ogele, P.A.  |  | 20,000,000 shares of  |  |                     
|                                                       |  | One Gateway Center    |  | Common Stock (direct) |  |                     
|                                                       |  | 26th Fl               |  |                       |  |                     
|                                                       |  | Newark, NJ 07102      |  |                       |  |                     
|                                                       |  |                       |  |                       |  |                     
|Total Ownership of Issued and Outstanding Common Stock |  |                       |  |                       |  |                     



The percentages below are calculated
based on 133,333,333 shares of our common stock issued and outstanding and held by Jimmy Ramirez and Franklin Ogele as of the date of
this prospectus. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our
common stock.



ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE



As of December 31, 2021 Jimmy Ramirez
and Franklin Ogele has advanced $51,852 and $ 15,166 respectively to the Company at zero interest and no term.



During its past five fiscal years,
the Company has not had any promoters as defined in Rule 405 of the Securities and Exchange Commission.



ITEM 14. PRINCIPAL ACCOUNTING
FEES AND SERVICES



The following is a summary of the
fees billed to Wall Street Acquisitions Corp by its principal auditor during the calendar years ended December 31, 2021 and 2020:



|Fee category         |  | 2021 |        | 2020
|-------------------- |  | ---- | ------ | ----
|Audit Fees (1)       |  | $    | 10,000 |     
|Audit – related fees |  |      | —      |     
|Tax fees             |  |      | —      |     
|All other fees       |  |      | —      |     
|Total fees           |  | $    | 10,000 |     



(1) Consists of fees for audit of
the Company’s annual financial statements, the review of interim financial statements included in the Company’s quarterly
reports, and the review of other documents filed with the Commission.



Audit fees - Consists of fees for
professional services rendered by our principal auditor for the audit of our annual financial statements and the review of financial statements
included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory
filings or engagements.



Audit-related fees - Consists of
fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review
of our financial statements and are not reported under “Audit fees.”



Tax fees - Consists of fees for
professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.



All other fees - Consists of fees
for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related
fees” and “Tax fees” above.





107







PART IV



ITEM 15. EXHIBITS.



(a) Exhibits.



|Exhibit |  | Description                                                                                                                                                                             
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1    |  | Certification of our Chief Executive Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended                                                  
|        |  |                                                                                                                                                                                         
|31.2    |  | Certification of our Chief Financial Officer pursuant to Rule 13(a)-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended                                                  
|        |  |                                                                                                                                                                                         
|31.3    |  | Certification of our Chief Executive Officer and of our Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002



Item 16. Form 10-K Summary.



None.





108







SIGNATURES



Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|      |             | WALL STREET ACQUISITIONS CORP.
|----- | ----------- | ------------------------------
|      |             |                               
|Date: | May 2, 2022 | By:                           
|      |             |                               
|      |             |                               



Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.



|Date: | May 2, 2022 | By: | /s/ Franklin Ogele                                                                            
|----- | ----------- | --- | ----------------------------------------------------------------------------------------------
|      |             |     | Franklin Ogele                                                                                
|      |             |     | Vice President / Secretary, Chief Financial Officer (Principal Financial Officer) and Director



109







APPENDIX B

SPECIFIC PERMIT INFORMATION

WALL STREET ACQUISITION CORP



INTRODUCTION



In order to Mine in Nevada (as in Arizona and New
Mexico) , there are certain Mine Registry Forms that need to be completed Within 30 days after a mine operation begins Required Action.
Such forms will be filed the Agency, Nevada Division of Minerals (http://minerals.nv.gov) Carson City Office: 400 W. King St., Suite 106,
Carson City, NV 89703 Phone: (775) 684-7040, Fax: (775) 684-7052 Las Vegas Office: 2030 E. Flamingo Rd., Suite 220, Las Vegas, NV 89119
Phone: (702) 486-4343, Fax: (702) 486-4345



BUREAU OF MINING REGULATION AND RECLAMATION WATER
POLLUTION CONTROL PERMIT



One of the Permits needed for mining is the Water
Pollution Control Permit which is given by the Nevada Division of Environmental Protection; Bureau of Mining Regulation and Reclamation
901 S. Stewart Street, Suite 4001, Carson City, NV 89701-5249 Phone: (775)687-9400, Fax: (775) 684-5259 When Required, it will need to
be obtained prior to initiation of construction of a process component, any mining, or bulk sampling. It will need to be obtained approximately
180 days. The cost of Permit depends on the Site specifics, which costs may range from $250 to $20,000 for the application fee, plus $250
to $20,000 annual fee Public Notice Required. They will require certain information, which may include, Legal structure of applicant;
name of owner of land or mining claims; documentation of notice to local board of county commissioners; annual production; area of review
assessment; meteorological report; engineering design report; and draft operating plans.



STATE GROUNDWATER PERMIT



Another permit needed will be the groundwater permit,
obtained via the Nevada Division of Environmental Protection; Bureau of Mining Regulation and Reclamation 901 S. Stewart Street, Suite
4001, Carson City, NV 89701-5249 Phone: (775) 687-9400, Fax: (775) 684-5259. When this permit is required it must be obtained approximately
180 days prior. The cost of the permit depends on the Site specifics, which costs may range from $625 to $1,250 for the application fee,
plus $1,000 to $3,000 annual fee. Public Notice may be Required. They will require certain information, which may include, Site plan;
plan and specifications for water treatment plant; geology, soils information, and hydrology (if applicable); flood plain and drainage
area; chemical analysis of groundwater and any discharged fluids; drinking water sources in area; other specific site information.



MINING RECLAMATION PERMIT



Another permit needed will be the Mining Reclamation
Permit, obtained via the Nevada Division of Environmental Protection; Bureau of Mining Regulation and Reclamation 901 S. Stewart Street,
Suite 4001, Carson City, NV 89701-5249 Phone: (775) 687-9400, Fax: (775) 684-5259 When this permit is required, it will need to be obtained
prior to initiation of certain exploration projects and mining operations at least 180 days prior. The cost of the Permit is approximately
$1.50/acre of affected public land and $2.50/acre of affected private land; with an annual fee ranging from $500 to $16,000 for mining
operations; $100 to $2,000 for exploration projects. Public Notice is Required. Surety may be Required. They will require certain information,
which may include, Legal structure of applicant; reclamation plan; estimated cost of executing reclamation plan; statement of applicant’s
responsibility for reclamation; and a map depicting area covered by surety.



110







YELLOW ASTER FLATS



PERMITS NEEDED:

Water Pollution Control Permit

Ground Water Permit

Mining Reclamation Permit



FAT MULE FLATS



PERMITS NEEDED:

Water Pollution Control Permit

Ground Water Permit

Mining Reclamation Permit



COBIN

PERMITS NEEDED:



Water Pollution Control Permit

Ground Water Permit

Mining Reclamation Permit



JASPER

PERMITS NEEDED:



Water Pollution Control Permit

Ground Water Permit

Mining Reclamation Permit



BARRACKS NINE

PERMITS NEEDED:



Water Pollution Control Permit

Ground Water Permit

Mining Reclamation Permit



ECLIPSE

PERMITS NEEDED:



Water Pollution Control Permit

Ground Water Permit

Mining Reclamation Permit





111







FORTUNA
PERMITS NEEDED:



Water Pollution Control Permit

Ground Water Permit

Mining Reclamation Permit



PURPLE HEART

PERMITS NEEDED:



Water Pollution Control Permit

Ground Water Permit

Mining Reclamation Permit



BLACKMOOR

PERMITS NEEDED:



Water Pollution Control Permit

Ground Water Permit

Mining Reclamation Permit



NEW RIVER

PERMITS NEEDED:



Water Pollution Control Permit

Ground Water Permit

Mining Reclamation Permit



112