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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 20F

[   ] Registration Statement pursuant to Section 12(b) or 12(g) of
the Securities Exchange Act of 1934

Or

[X] Annual Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the fiscal year ended January 31, 2016

Or

[   ] Transition Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

For the transition period from __________________ to
____________________

[   ] Shell Company Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Commission file number000-33299

XIANA MINING
INC.(Exact name of Registrant as specified in its
charter)

British Columbia, Canada(Jurisdiction of
incorporation or organization)

#507  837 West Hastings Street, Vancouver, British
Columbia, V6C 3N6(Address of principal executive offices)

Carlos Ballon#507 - 837 West Hastings Street,
Vancouver, BC V6C 3N7, Tel: 604-685-1017, Fax: 604-685-5777(Name, Telephone , E-Mail and/or Facsimile number and Address of
Company Contact Person)

Securities registered or to be registered pursuant to Section
12(b) of the Act: None

Securities registered or to be registered pursuant to Section
12(g) of the Act:

Common Shares, no par value(Title of
Class)

Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the
Issuers classes of capital or common stock as of the close of the period
covered by the annual report.

|Title of
      Each Class   | Outstanding at January 31, 2016
|--------------------------- | -------------------------------
|Common Shares, no par value | 4,491,518                      

1

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Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes: [   ]      No: [X]

If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.
Yes: [   ]      No: [X]

Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 12 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: [X]    
No: [   ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, 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: [X]      No: [   ]

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer.

|Large accelerated filer: [   ] | Accelerated filer: [   ] | Non-accelerated filer: [X]
|------------------------------ | ------------------------ | --------------------------

Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:

|U.S. GAAP [   ] | International Financial
      Reporting Standards as issuedBy the International Accounting
      Standards Board [X] | Other [   ]
|--------------- | -------------------------------------------------------------------------------------------------------------------- | -----------
|

If Other has been checked in response to previous question,
indicate by check mark which financial statement item the registrant has elected
to follow.[   ] Item 17       [   ] Item 18

If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b- 2 of the Exchange Act).
Yes: [   ]      No: [X]

2

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TABLE OF CONTENTS

|                                  |                                                             |                                                               | PAGE
|--------------------------------- | ----------------------------------------------------------- | ------------------------------------------------------------- | ----
|                                  |                                                             |                                                               |     
|TABLE
      OF CONTENTS           | 3                                                          
|FORWARD-LOOKING
      INFORMATION | 7                                                          
|PART
      I                      |                                                             |                                                               | 8   
|ITEM
      1.                     | IDENTITY
      OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 8                                                            
|ITEM
      2.                     | OFFER
      STATISTICS AND EXPECTED TIMETABLE               | 8                                                            
|ITEM
      3.                     | KEY
      INFORMATION                                       | 8                                                            
|                                  | 3.A                                                         | Selected
      Financial Data                                 | 8   
|                                  | 3.B                                                         | Capitalization
      and Indebtedness                         | 10  
|                                  | 3.C                                                         | Reasons
      for the Offer and Use of Proceeds               | 10  
|                                  | 3.D                                                         | Risk
      Factors                                            | 10  
|ITEM
      4.                     | INFORMATION
      ON THE COMPANY                            | 20                                                           
|                                  | 4.A                                                         | History
      and Development of the Company                  | 19  
|                                  | 4.B                                                         | Business
      Overview                                       | 21  
|                                  | 4.C                                                         | Organizational
      Structure                                | 23  
|                                  | 4.D                                                         | Property,
      Plants and Equipment                          | 24  
|ITEM
      5.                     | OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS          | 28                                                           
|                                  | 5.A                                                         | Operating
      Results                                       | 28  
|                                  | 5.B                                                         | Liquidity
      and Capital Resources                         | 32  
|                                  | 5.C                                                         | Research
      and Development, Patents and Licences, etc.    | 32  
|                                  | 5.D                                                         | Trend
      Information                                       | 32  
|                                  | 5.E                                                         | Off-Balance
      Sheet Arrangements                          | 32  
|                                  | 5.F                                                         | Tabular
      Disclosure of Contractual Obligations           | 32  
|ITEM
      6.                     | DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES            | 32                                                           
|                                  | 6.A                                                         | Directors
      and Senior Management                         | 32  
|                                  | 6.B                                                         | Compensation                                                  | 34  
|                                  | 6.C                                                         | Board
      Practices                                         | 36  
|                                  | 6.D                                                         | Employees                                                     | 36  
|                                  | 6.E                                                         | Share
      Ownership                                         | 37  
|ITEM
      7.                     | MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS     | 38                                                           
|                                  | 7.A                                                         | Major
      Shareholders                                      | 38  
|                                  | 7.B                                                         | Related
      Party Transactions                              | 38  
|                                  | 7.C                                                         | Interests
      of Experts and Counsel                        | 38  
|ITEM
      8.                     | FINANCIAL
      INFORMATION                                 | 41                                                           
|                                  | 8.A                                                         | Consolidated
      Statements and Other Financial Information | 41  
|                                  | 8.B                                                         | Significant
      Changes                                     | 41  
|ITEM
      9.                     | THE
      OFFER AND LISTING                                 | 41                                                           
|                                  | 9.A                                                         | Offer
      and Listing Details                               | 41  
|                                  | 9.B                                                         | Plan
      of Distribution                                    | 42  
|                                  | 9.C                                                         | Markets                                                       | 42  
|                                  | 9.D                                                         | Selling
      Shareholders                                    | 42  
|                                  | 9.E                                                         | Dilution                                                      | 43  
|                                  | 9.F                                                         | Expenses
      of the Issue                                   | 43  
|ITEM
      10.                    | ADDITIONAL
      INFORMATION                                | 43                                                           
|                                  | 10.A                                                        | Share
      Capital                                           | 43  
|                                  | 10.B                                                        | Memorandum
      and Articles of Association                  | 43  
|                                  | 10.C                                                        | Material
      Contracts                                      | 43  
|                                  | 10.D                                                        | Exchange
      Controls                                       | 44  
|                                  | 10.E                                                        | Taxation                                                      | 44  
|                                  | 10.F                                                        | Dividends
      and Paying Agents                             | 55  
|                                  | 10.G                                                        | Statement
      by Experts                                    | 55  

3

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|                    | 10.H                                                                                     | Documents
      on Display   | 55
|------------------- | ---------------------------------------------------------------------------------------- | ---------------------------- | --
|                    | 10.I                                                                                     | Subsidiary
      Information | 55
|ITEM
      **11.**  | QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                         | 56                          
|ITEM
      **12.**  | DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES                             | 58                          
|PART
      II       | 58                                                                                      
|ITEM
      **13.**  | DEFAULTS,
      DIVIDEND ARREARAGES AND DELINQUENCIES                                    | 58                          
|ITEM
      **14.**  | MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
      PROCEEDS | 58                          
|ITEM
      **15.**  | CONTROLS
      AND PROCEDURES                                                            | 58                          
|ITEM
      **16A.** | AUDIT
      COMMITTEE FINANCIAL EXPERT                                                   | 59                          
|ITEM
      **16B.** | CODE
      OF ETHICS                                                                     | 59                          
|ITEM
      **16C.** | PRINCIPAL
      ACCOUNTANT FEES AND SERVICES                                             | 59                          
|ITEM
      **16D.** | EXEMPTIONS
      FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES                         | 60                          
|ITEM
      **16E.** | PURCHASES
      OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS             | 60                          
|ITEM
      **16F.** | CHANGE
      IN REGISTRANTS CERTIFYING ACCOUNTANT                                       | 60                          
|ITEM
      **16G.** | CORPORATE
      GOVERNANCE                                                               | 60                          
|PART
      III      |                                                                                          |                              | 60
|ITEM
      **17.**  | FINANCIAL
      STATEMENTS                                                               | 60                          
|ITEM
      **18.**  | FINANCIAL
      STATEMENTS                                                               | 62                          
|ITEM
      **19.**  | EXHIBITS                                                                                 | 62                          
|SIGNATURES          |                                                                                          | 63                          

4

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Glossary of Symbols

The following is a glossary of symbols that are used in this
annual report to describe our business.

Ag
    silverAs
    arsenicAu
    goldCu
    copperHg
    mercuryMo
    molybdenumPb
    leadSb
    antimonySn
    tinW
    tungstenZn
    zinc


Glossary of Terms

The following is a glossary of terms that are used in this
annual report to describe our business.

|Adit         | horizontal or nearly horizontal passage driven from the
      surface for the working or dewatering of a mine                                                                                                                                      
|------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|             |                                                                                                                                                                                                                                                    
|Alteration   | changes in the chemical or mineralogical composition of a
      rock, generally produced by weathering or hydro-thermal solutions                                                                                                                  
|             |                                                                                                                                                                                                                                                    
|Anomalous    | inconsistent with or deviating from what is usual, normal
      or expected                                                                                                                                                                        
|             |                                                                                                                                                                                                                                                    
|Anomaly      | the geographical area corresponding to anomalous
      geochemical or geophysical values                                                                                                                                                           
|             |                                                                                                                                                                                                                                                    
|Assay        | a chemical test performed on a sample of ores or minerals
      to determine the amount of valuable metals contained                                                                                                                               
|             |                                                                                                                                                                                                                                                    
|Breccia      | a coarse-grained clastic rock, composed of angular broken
      rock fragments held together by a mineral cement or in a fine-grained
      matrix                                                                                                 
|             |                                                                                                                                                                                                                                                    
|Clastic      | consisting of fragments of minerals, rocks, or organic
      structures that have been moved individually from their places of origin                                                                                                              
|             |                                                                                                                                                                                                                                                    
|Cretaceous   | applied to the third and final period of the Mesozoic Era                                                                                                                                                                                          
|             |                                                                                                                                                                                                                                                    
|Epithermal   | said of a hydrothermal mineral deposit formed within
      about 1 km of the Earth's surface and in the temperature range of 50 to
      200 degrees C, occurring mainly as veins                                                                  
|             |                                                                                                                                                                                                                                                    
|g/t          | grams per tonne                                                                                                                                                                                                                                    
|             |                                                                                                                                                                                                                                                    
|Gangue       | the commercially worthless material that surrounds, or is
      closely mixed with, a wanted mineral in a mineral deposit. The separation
      of mineral from gangue is known as mineral processing                                              
|             |                                                                                                                                                                                                                                                    
|Grade        | the concentration of a metal in a rock sample, given
      either as weight percent for base metals or in grams per tonne or ounces
      per short ton for precious metals                                                                        
|             |                                                                                                                                                                                                                                                    
|Hydrothermal | of or pertaining to hot water, to the action of hot
      water, or to the products of this action, such as a mineral deposit
      precipitated from a hot aqueous solution, with or without demonstrable
      association with igneous processes
|             |                                                                                                                                                                                                                                                    
|Intrusive    | of or pertaining to intrusion, both the processes and the
      rock so formed, including granite, granodiorite, and dacite                                                                                                                        

5

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|Limestone      | a sedimentary rock consisting chiefly (more than 50% by
      weight or by areal percentages under the microscope) of calcium carbonate,
      primarily in the form of the mineral calcite, and with or without
      magnesium carbonate
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                                                                                                                           
|Mesozoic       | era of geologic time spanning 245 to 66 million years
      before the present                                                                                                                                                            
|               |                                                                                                                                                                                                                                           
|Metamorphic    | pertaining to the process of metamorphism or to its
      results                                                                                                                                                                         
|               |                                                                                                                                                                                                                                           
|Mineralization | minerals of value occurring in rocks                                                                                                                                                                                                      
|               |                                                                                                                                                                                                                                           
|Minerals       | a homogeneous naturally occurring chemical substance                                                                                                                                                                                      
|               |                                                                                                                                                                                                                                           
|Porphyry       | a rock composed of prominent crystals                                                                                                                                                                                                     
|               |                                                                                                                                                                                                                                           
|Ppm            | parts per million                                                                                                                                                                                                                         
|               |                                                                                                                                                                                                                                           
|Pyrite         | a mineral composed of iron and sulfur                                                                                                                                                                                                     
|               |                                                                                                                                                                                                                                           
|Quartz         | any hard, gold or silver ore, as distinguished from
      gravel or earth                                                                                                                                                                 
|               |                                                                                                                                                                                                                                           
|Sampling       | the gathering of specimens of soil, rock, or silt for
      appraisal of mineral resource                                                                                                                                                 
|               |                                                                                                                                                                                                                                           
|Sericite       | a white, fine-grained potassium mica occurring in small
      scales as an alteration product of various aluminosilicate minerals                                                                                                         
|               |                                                                                                                                                                                                                                           
|Shale          | a fine-grained detrital sedimentary rock, formed by the
      consolidation (esp. by compression) of clay, silt, or mud                                                                                                                   
|               |                                                                                                                                                                                                                                           
|Skarn          | metamorphic rocks surrounding an igneous intrusive where
      it comes in contact with a carbonate formation                                                                                                                             
|               |                                                                                                                                                                                                                                           
|Sulphide       | group of minerals consisting of metals combined with
      sulfur; common metallic ores                                                                                                                                                   
|               |                                                                                                                                                                                                                                           
|Vein           | a tabular or sheet like mineral deposit with identifiable
      walls, often filling a fracture or fissure                                                                                                                                
|               |                                                                                                                                                                                                                                           
|Volcanics      | a general collective term for extrusive igneous rocks                                                                                                                                                                                     

6

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FORWARD-LOOKING INFORMATION

In this Annual Report on Form 20-F, references to the
Company, Xiana, we, our and us refer to Xiana Mining Inc. (unless the
context otherwise requires). This Annual Report contains forward-looking
statements and information relating to Xiana that are based on beliefs of our
management as well as assumptions made by and information currently available to
us. When used in this document, the words anticipate, believe, estimate,
expect, intend, plan, and project and similar expressions, as they
relate to Xiana or our management, are intended to identify forward-looking
statements. Forward-looking statements in this Annual Report include, but are
not limited to, statements with respect to the future financial or operating
performances of Xiana, its subsidiaries and their respective projects, the
timing and amount of estimated future operating and exploration expenditures,
costs and timing of the development of new deposits, costs and timing of future
exploration, requirements for additional capital, government regulation of
mining operations, environmental risks, reclamation and rehabilitation expenses,
title disputes or claims, limitations of insurance coverage and the timing and
possible outcome of any pending litigation and regulatory matters. Such
statements reflect our current views with respect to future events and are
subject to certain risks, uncertainties and assumptions. Many factors could
cause our actual results, performance or achievements to be materially different
from any future results, performance or achievements that may be expressed or
implied by such forward-looking statements, including, among others, changes in
general economic and business conditions, changes in currency exchange rates and
interest rates, the need for additional financing, fluctuations in mineral
prices, operational risks associated with mining and mineral processing,
including risks related to accidents, equipment breakdowns, labour disputes or
other unanticipated difficulties with or interruptions in operations which may
or may not be insured, changes in business strategy and various other factors,
both referenced and not referenced in this annual report. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described herein.
Except as required by law, we undertake no obligation to publicly update or
review any forward-looking statements or information whether as a result of new
information, future developments or otherwise.

Cautionary Note to U.S. Investors Concerning Reserve and
Resource Estimates

The terms mineral reserve, proven mineral
reserve and probable mineral reserve are Canadian mining terms as
defined in accordance with Canadian National Instrument 43-101  Standards of
Disclosure for Mineral Projects (NI 43-101) and the Canadian Institute
of Mining, Metallurgy and Petroleum (the CIM) - CIM Definition
Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council,
as amended. These definitions differ from the definitions in the United States
Securities and Exchange Commission Industry Guide 7 (SEC Industry Guide
7) under theSecurities Act of 1933, as amended. Under SEC Industry
Guide 7 standards, mineralization may not be classified as a reserve
unless the determination has been made that the mineralization could be
economically and legally produced or extracted at the time the reserve
determination is made. The United States Securities and Exchange Commission has
taken the position that mineral reserves for a mineral property may not be
designated unless: (i) competent professional engineers conduct a detailed
engineering and economic study, and the bankable or final
feasibility study demonstrates that a mineral deposit can be mined profitably at
a commercial rate; (ii) a historic three-year average commodity price is used in
any reserve or cash flow analysis used to designate reserves; and (iii) the
company has demonstrated that the mineral property will receive its governmental
permits, and the primary environmental document has been filed with the
appropriate governmental authorities.

In addition, the terms mineral resource, measured
mineral resource, indicated mineral resource and inferred
mineral resource are defined in and required to be disclosed by NI 43-101;
however, these terms are not defined terms under SEC Industry Guide 7 and are
normally not permitted to be used in reports and registration statements filed
with the United States Securities and Exchange Commission. Investors are
cautioned not to assume that any part or all of mineral deposits in these
categories will ever be converted into reserves or that they can be mined
economically or legally. Inferred mineral resources have a great amount
of uncertainty as to their existence, and great uncertainty as to their economic
and legal feasibility. It cannot be assumed that all, or any part, of an
inferred mineral resource will ever be upgraded to a higher category. Under
Canadian rules, estimates of inferred mineral resources may not form the basis
of feasibility or pre-feasibility studies, except in rare cases. Investors are
cautioned not to assume that all or any part of an inferred mineral resource
exists or that it can be economically or legally mined. Disclosure of
contained ounces in a resource is permitted disclosure under Canadian
regulations; however, the United States Securities and Exchange Commission
normally only permits issuers to report mineralization that does not constitute
reserves by Securities and Exchange Commission standards as in place
tonnage and grade without reference to unit measures.

7

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Accordingly, information contained in this Annual Report may
contain descriptions of the Companys mineral deposits that may not be
comparable to similar information made public by U.S. companies subject to the
reporting and disclosure requirements under the United States federal securities
laws and the rules and regulations thereunder.

PART I

Effective February 1, 2010, the Company adopted International
Financial Reporting Standards (IFRS), as issued by the International
Accounting Standards Board (IASB). Unless otherwise stated, all
information presented herein has been prepared in accordance with IFRS. Please
note that our prior annual consolidated financial statements were previously
prepared in accordance with Canadian generally accepted accounting principles
and included a reconciliation to United States generally accepted accounting
principles, which may not be comparable to IFRS. Please refer to our annual
consolidated financial statements for the years ended January 31, 2010 and 2009
(previously filed with our Annual Reports on Form 20-F).

|ITEM 1. | IDENTITY OF DIRECTORS, SENIOR
      MANAGEMENT AND ADVISERS
|------- | -----------------------------------------------------------

Not applicable.

|ITEM 2. | OFFER STATISTICS AND EXPECTED
      TIMETABLE
|------- | ---------------------------------------------

Not applicable.

|ITEM 3. | KEY INFORMATION
|------- | ---------------

|3.A | Selected Financial Data
|--- | -----------------------

The summary consolidated financial information set forth below
should be read in conjunction with, and is qualified in its entirety by
reference to, our consolidated financial statements as of January 31, 2016 and
2015 and for the years ended January 31, 2016, 2015 and 2014 together with the
notes thereto, which appear elsewhere in this annual report. These consolidated
financial statements have been audited by Smythe LLP, Chartered Professional
Accountants.

The financial data set forth in this Annual Report is expressed
in Canadian dollars (Cdn$, CAD or $) unless otherwise noted as
reported in US dollars (US$ or USD). During our 2010 fiscal year, we
changed our reporting currency from the United States dollar to the Canadian
dollar. The change was consistent with our change of business to the resource
sector completed on April 24, 2008 and our continuance of jurisdiction from
Wyoming, United States, to British Columbia, Canada, completed August 21,
2006.

8

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The following financial data summarizes selected financial data
for our company prepared in accordance with IFRS as issued by the IASB as at
January 31, 2016 and 2015 and for the three fiscal years ended January 31, 2016,
2015 and 2014. Such information is derived from our consolidated financial
statements which were examined by our independent auditors. The information set
forth below should be read in conjunction with our audited annual consolidated
financial statements and related notes thereto included in this annual report,
and with the information appearing under the heading Item 5  Operating and
Financial Review and Prospects.

Years Ended
    January 31IFRS2016Cdn$
    2015Cdn$
    2014Cdn$
    2013Cdn$
    2012Cdn$Revenue
    Nil
    Nil
    Nil
    Nil
    NilNet loss for the year
    (74,072)
    (403,437)
    (907,809)
    (7,130,314)
    (17,091,671)Comprehensive loss for the year
    (74,072)
    (395,222)
    (902,298)
    (7,143,950)
    (17,091,671)Basic and diluted loss per share
    (0.01)
    (0.09)
    (0.20)
    (1.66)
(4.51)


Years Ended
    January 31IFRS2015Cdn$
    2015Cdn$
    2014Cdn$
    2013Cdn$
    2012Cdn$Total Assets
    623
    8,061
    101,895
    753,401
    6,563,479Total Liabilities
    1,842,574
    1,775,940
    1,474,552
    1,223,760
    1,071,974Capital Stock
    56,461,592
    56,461,592
    56,461,592
    56,461,592
    55,279,506Shareholders Equity (Deficit)
    (1,841,951)
    (1,767,879)
    (1,372,657)
    (470,359)
5,491,505


The weighted average outstanding shares used to calculate
income (loss) per share for the following fiscal periods are (on a post-share
consolidation basis): 4,491,518 for the year ended January 31, 2016, 4,491,518
for the year ended January 31, 2015, 4,491,518 for the year ended January 31,
2014; 4,284,292 for the year ended January 31, 2013 and 3,792,027 for the year
ended January 31, 2012.

To date, the Company has not generated any cash flow from its
activities to fund on-going activities and cash commitments. The Company has
financed operations principally through the sale of equity securities. The
Company normally maintains sufficient cash and cash equivalents to meet the
Companys business requirements and at January 31, 2016, the cash balance of $29
is insufficient to meet the needs for the coming year. Therefore, the Company
will be required to raise additional capital in order to fund its operations in
fiscal 2017.

Exchange Rate Data

The Company maintains its accounts in Canadian dollars. These
consolidated financial statements are prepared in accordance with International
Financial Reporting Standards (IFRS) as issued by the IASB.

The following table sets forth, for the periods indicated,
certain exchange rates based on the intra-day high and low buying rates between
08:00 (ET) and 16:00 (ET) in Canadian dollars as reported by the Bank of Canada.
On May 27, 2016, the noon exchange rate was USD 1.00 per CAD 1.3003. The high
and low exchange rates (CAD per USD 1.00) for each month during the previous six
months were as follows:

9

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High
    LowApril 2016
    1.3219
    1.2497March 2016
    1.3537
    1.2859February 2016
    1.4082
    1.3481January 2016
    1.1661
    1.3873December 2015
    1.4003
    1.3303November 2015
    1.3390
1.3039


The average, year end, high and low exchange rates (CAD per USD
1.00) for the five most recent financial years were as follows:

For Years Ended January
    312016
    2015
    2014
    2013
    2012Average Rate during Year (1)
    1.2963
    1.1144
    1.0389
    0.9978
    0.9907Year End (1)
    1.4080
    1.2717
    1.1225
    0.9973
    1.0052High (2)
    1.4661
    1.2799
    1.1225
    1.0442
    1.0658Low (2)
    1.1925
    1.0620
    0.9952
    0.9642
0.9407


|(1) | The average exchange rates and year-end exchange rates are based on
      the average of the noon buying rates (CAD per USD 1.00) in Canadian
      dollars as reported by the Bank of Canada on the last day of each month
      during such periods.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The high and low exchange rates are based on the intra-day high and
      low rates between 08:00 (ET) and 16:00 (ET) as reported by the Bank of
      Canada.                                                                                        

|3.B | Capitalization and Indebtedness
|--- | -------------------------------

Not applicable.

|3. **C** | Reasons for the Offer and Use of Proceeds
|-------- | -----------------------------------------

Not applicable.

|3. **D** | Risk Factors
|-------- | ------------

The Company, and thus the securities of the Company, should be
considered a speculative investment and investors should carefully consider all
of the information disclosed in this Annual Report prior to making an investment
in the Company. In addition to the other information presented in this Annual
Report, the following risk factors should be given special consideration when
evaluating an investment in any of the Company's securities.

Our independent auditors have expressed doubts about our
ability to continue as a going concern.

The report of our independent auditors on our financial
statements for the year ended January 31, 2016 includes a note stating that our
ability to continue as a going concern is dependent upon our ability to generate
profitable operations in the future and/or to obtain the necessary financing to
meet our obligations and repay our liabilities arising from normal business
operations when they come due. The outcome of these matters cannot be predicted
with any certainty, at this time. We have historically satisfied our capital
needs primarily by issuing equity securities. If we are unable to continue to
fund our operations through the issuance of equity securities we would have to
cease operations.

10

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Risks Associated with Exploration

The Company has no known reserves on its interests in
exploration property.

The Company has no mineral producing properties and has never
generated any revenue from its operations. The majority of exploration projects
do not result in the discovery of commercially mineable deposits of ore. Only
those mineral deposits that the Company can economically and legally extract or
produce, based on a comprehensive evaluation of cost, grade, recovery and other
factors, are considered resources or reserves. The Company has no known
bodies of commercial ore or economic deposits and has not defined or delineated
any proven or probable reserves or resources on its property. The Company may
never discover any gold, silver or other minerals from mineralized material in
commercially exploitable quantities and any identified mineralized deposit may
never qualify as a commercially mineable (or viable) reserve. In addition, the
Company is in its early stages of exploration and substantial additional work
will be required in order to determine if any economic deposits exist on the
Companys property. Substantial expenditures are required to establish ore
reserves through drilling and metallurgical and other testing techniques. No
assurance can be given that any level of recovery of the ore reserves will be
realized or that any identified mineral deposit will ever qualify as a
commercial mineable ore body which can be legally and economically exploited.

The Company faces risks related to exploration and
development, if warranted, of its property.

The level of profitability of the Company, if any, in future
years will depend to a great degree on gold and silver prices and whether the
Companys exploration stage property can be brought into production. The
exploration for and development of mineral deposits involves significant risks.
It is impossible to ensure that the current and future exploration programs
and/or feasibility studies, if any, on the Companys existing mineral property
will establish reserves. Whether an ore body will be commercially viable depends
on a number of factors, including, but not limited to: the particular attributes
of the deposit, such as size, grade and proximity to infrastructure; metal
prices, which cannot be predicted and which have been highly volatile in the
past; mining, processing and transportation costs; perceived levels of political
risk and the willingness of lenders and investors to provide project financing;
labour costs and possible labour strikes; and governmental regulations,
including, without limitation, regulations relating to prices, taxes, royalties,
land tenure, land use, importing and exporting materials, foreign exchange,
environmental protection, employment, worker safety, transportation, and
reclamation and closure obligations.

The Company is also subject to the risks normally encountered
in the mining industry, such as:

| |  | unusual or unexpected geological formations;                                                          
| | - | ------------------------------------------------------------------------------------------------------
| |  | fires, floods, earthquakes, volcanic eruptions, and other
      natural disasters;                    
| |  | power outages and water shortages;                                                                    
| |  | cave-ins, landslides, and other similar mining hazards;                                               
| |  | labour disruptions and labour disputes;                                                               
| |  | inability to obtain suitable or adequate machinery,
      equipment, or labour;                       
| |  | liability for pollution or other hazards; and                                                         
| |  | other known and unknown risks involved in the operation
      of mines and the conduct of exploration.

The development of interests in exploration properties is
affected by many factors, including, but not limited to: the cost of operations,
variations in the grade of ore, fluctuations in metal markets, costs of
extraction and processing equipment, availability of equipment and labour,
labour costs and possible labour strikes, and government regulations, including
without limitation, regulations relating to taxes, royalties, allowable
production, importing and exporting of minerals, foreign exchange, employment,
worker safety, transportation, and environmental protection. Depending on the
price of minerals, the Company may determine that it is impractical to commence, or,
if commenced, continue, commercial production. Such a decision would negatively
affect the Companys profits and may affect the value of its equity.

11

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The Company has only one mineral property.

The Companys only current property of interest is the Deborah
property located in Cajamarca Region, Peru. As a result, unless the Company
acquires additional property interests, any adverse developments affecting this
property could have a material adverse effect upon our business and would
materially and adversely affect our potential mineral resource production,
profitability, financial performance and results of operations.

The Companys property may be subject to unregistered
agreements, transfers or claims and title may be adversely affected by
undetected defects or aboriginal claims.

The Company has not conducted a legal survey of the boundaries
of its property, and therefore, in accordance with the laws of the jurisdictions
in which this property is situated, its existence and area could be in doubt.
The Company has obtained only limited formal title reports on its property and
title to its property may be in doubt. The Companys property may be subject to
unregistered agreements, transfers or claims and title may be adversely affected
by such undetected defects. If title is disputed, the Company may have to defend
its ownership through the courts, and the Company cannot guarantee that a
favourable judgment will be obtained. Any litigation could be extremely costly
to the Company and could limit the available capital for use in other
exploration and development activities. The Company may require additional
financing to cover the costs of any litigation necessary to establish title. In
the event of an adverse judgment with respect to its mineral property, the
Company could lose its property rights and may be required to cease its
exploration and development activities on its property. Mining operations may
also be affected by claims of native peoples, any of which could have the effect
of reducing or preventing the Company from exploiting any possible mineral
reserves on its property.

Ownership, exploration and development of the Companys
property is subject to government approvals and regulations.

The exploration property held by the Company is located in
Peru. The individuals and entities that granted the Company an option pursuant
to the option agreement have obtained mining concessions with respect to the
property covered by such option agreement. There can be no guarantee that the
individuals and entities that granted the Company option will be able to
maintain these mining concessions in good standing, nor is there any guarantee
that the Company will be able to obtain and maintain these mining concessions.

Peruvian law also requires mining permits and licenses in order
to undertake exploration activities or commence construction or operation of
mine facilities on the Companys property. An exploration permit is required
when the proposed exploration may have a significant impact on the environment,
people or historical sites. The Company has required and anticipates that it
will continue to require exploration permits in order to undertake exploration
activities on its property.

There can be no guarantee that the Company will be able to
obtain all necessary permits and approvals from the Peruvian Government or that
such approvals, if obtained, will not later be revoked or amended in a manner
adverse to the Company. If the Company or its optioner are unable to obtain and
maintain required approvals, permits and licenses, the Company may be unable to
undertake its intended exploration and development activities on such property.
Any of these developments could have a material adverse effect on the Company,
and could require the Company to cease exploration and development activities on
all or a portion of its property, or abandon or dispose of all or a portion of
its property.

12

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Mining operations are subject to a wide range of additional
government regulations including, but not limited to: restrictions on production
and production methods, price controls, tax increases, expropriation of
property, import and export control, employment laws, worker safety regulations,
environmental protection, protection of agricultural territory or changes in
conditions under which minerals may be marketed. Any failure to comply with such
regulations, adverse changes in such regulations or shifts in political
conditions could have a material adverse effect on the Company and its business,
or if significant enough, could make it impossible to continue to operate in the
country.

Mineral operations are subject to market forces outside of
the Companys control.

The marketability of minerals is affected by numerous factors
beyond the Companys control. These factors include, but are not limited to,
market fluctuations, government regulations relating to prices, taxes,
royalties, allowable production, import restrictions applicable to equipment and
supplies, export controls and supply and demand. One or more of these risk
elements could have an impact on costs of an operation and, if significant
enough, reduce the profitability of the operation and threaten its continuation.

The mining industry is highly competitive.

The business of the acquisition, exploration, and development
of mineral properties is intensely competitive. The Company will be required to
compete, in the future, directly with other corporations that have better access
to potential mineral resources, more developed infrastructure, more available
capital, better access to necessary financing, and more knowledgeable and
available employees than the Company. The Company may encounter competition in
acquiring mineral properties, hiring mining professionals or obtaining mining
resources, such as manpower, drill rigs, and other mining equipment. Such
corporations could outbid the Company for potential projects or produce minerals
at lower costs. Increased competition could also affect the Companys ability to
attract necessary capital funding or acquire suitable producing properties or
prospects for mineral exploration in the future.

Mining and mineral exploration have substantial operational
risks which are uninsured or uninsurable risks.

Exploration, development and mining operations involve various
hazards, including environmental hazards, industrial accidents, metallurgical
and other processing problems, unusual or unexpected rock formations, structural
cave-ins or slides, flooding, fires, metal losses and periodic interruptions due
to inclement or hazardous weather conditions. These risks could result in damage
to or destruction of mineral properties, facilities or other property, personal
injury, environmental damage, delays in operations, increased cost of
operations, monetary losses and possible legal liability. The Company may not be
able to obtain insurance to cover these risks at economically feasible premiums
or at all. The Company may elect not to insure where premium costs are
disproportionate to its perception of the relevant risks. The payment of such
insurance premiums and of such liabilities would reduce the funds available for
exploration and production activities.

The prices of precious and base minerals and metals
fluctuate widely and may not produce enough revenue to cover the Companys
costs.

Even if commercial quantities of mineral deposits are
discovered, there is no guarantee that a profitable market will exist for the
sale of the metals produced. The Companys long-term viability and profitability
depend, in large part, upon the market price of metals which have experienced
significant movement over short periods of time, and are affected by numerous
factors beyond the Companys control, including international economic and
political trends, expectations of inflation, currency exchange fluctuations,
interest rates and global or regional consumption patterns, speculative
activities and increased production due to improved mining and production
methods. The supply of and demand for metals are affected by various factors, including political events, economic
conditions and production costs in major producing regions. There can be no
assurance that the price of any minerals produced from the Companys property
will be such that any such deposits can be mined at a profit.

13

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Surface rights and access

Although the Company acquires the rights to some or all of the
minerals in the ground subject to the tenures that it acquires, or has a right
to acquire, in most cases it does not thereby acquire any rights to, or
ownership of, the surface to the areas covered by its mineral tenures. In such
cases, applicable mining laws usually provide for rights of access to the
surface for the purpose of carrying on mining activities, however, the
enforcement of such rights can be costly and time consuming. In areas where
there are no existing surface rights holders, this does not usually cause a
problem, as there are no impediments to surface access. However, in areas where
there are local populations or land owners, it is necessary, as a practical
matter, to negotiate surface access. There can be no guarantee that, despite
having the right at law to access the surface and carry on mining activities,
the Company will be able to negotiate a satisfactory agreement with any such
existing landowners/occupiers for such access, and therefore it may be unable to
carry out mining activities. In addition, in circumstances where such access is
denied, or no agreement can be reached, the Company may need to rely on the
assistance of local officials or the courts in such jurisdiction. The Company
has not yet been successful in negotiating any formal surface access agreements.

Risks Associated with Regulatory Requirements

The Company is subject to significant environmental
regulations that can change over time.

The activities of the Company are subject to extensive and
changing environmental legislation, regulation and actions. The Company cannot
predict what environmental legislation, regulation or policy will be enacted or
adopted in the future or how future laws and regulations will be administered or
interpreted. The recent trend in environmental legislation and regulation,
generally, is toward stricter standards and this trend is likely to continue in
the future. This recent trend includes, without limitation, laws and regulations
relating to air and water quality, mine reclamation, waste handling and
disposal, the protection of certain species and the preservation of certain
lands. These regulations may require the acquisition of permits or other
authorizations for certain activities. These laws and regulations may also limit
or prohibit activities on certain lands. Compliance with more stringent laws and
regulations, as well as potentially more vigorous enforcement policies or
stricter interpretation of existing laws, may necessitate significant capital
outlays, may materially affect the Companys results of operations and business,
or may cause material changes or delays in the Companys intended activities.

The Companys operations may require additional analysis in the
future including environmental and social impact and other related studies.
Certain activities require the submission and approval of environmental impact
assessments. Environmental assessments of proposed projects carry a heightened
degree of responsibility for companies and its directors, officers, and
employees. There can be no assurance that the Company will be able to obtain or
maintain all necessary permits that may be required to continue its operation or
its exploration of its property or, if feasible, to commence development,
construction or operation of mining facilities at such property on terms which
enable operations to be conducted at economically justifiable costs.

The Company is subject to numerous regulatory requirements
which it may not be able to comply with.

The Companys activities are subject to extensive regulations
governing various matters, including management and use of toxic substances and
explosives, management of natural resources, exploration, development of mines,
production and post-closure reclamation, exports, price controls, taxation, regulations concerning business dealings with indigenous
peoples, labour standards on occupational health and safety, including mine
safety, and historic and cultural preservation.

14

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Failure to comply with applicable laws and regulations may
result in civil or criminal fines or penalties, enforcement actions thereunder,
including orders issued by regulatory or judicial authorities causing operations
to cease or be curtailed, and may include corrective measures requiring capital
expenditures, installation of additional equipment, or remedial actions, any of
which could result in the Company incurring significant expenditures. The
Company may also be required to compensate those suffering loss or damage by
reason of a breach of such laws, regulations or permitting requirements. It is
also possible that future laws and regulations, or more stringent enforcement of
current laws and regulations by governmental authorities, could cause additional
expense, capital expenditures, restrictions on or suspension of the Companys
operations and delays in the exploration and development of its mineral
property.

Risks Related to Financing

The Company has a history of losses and no revenues, and may
never become profitable.

The Company is a mineral exploration company without operations
and has historically incurred losses. To date, the Company has not recorded any
revenues from its operations nor has the Company commenced commercial production
on its property. The Company does not expect to receive revenues from operations
in the foreseeable future, if at all. The Company expects to continue to incur
losses unless and until such time as its property enters into commercial
production and generates sufficient revenues to fund its continuing operations.

Until such time, the Company will be dependent upon future
financing in order to meet its capital requirements and continue its plan of
operations. Although the Company has raised additional private placement
financing in prior fiscal years, these funds may not be sufficient to undertake
all planned acquisition, exploration, and development programs of the Company.
The Company cannot guarantee that it will obtain necessary financing. The
development of the Companys property will require the commitment of substantial
resources to conduct the time-consuming exploration and development of the
property. The amounts and timing of expenditures will depend on the progress of
on-going exploration, assessment and development, the results of consultants
analyses and recommendations, the rate at which operating losses are incurred,
the execution of any joint venture agreements with strategic partners, the
Companys acquisition of additional properties and other factors, many of which
are beyond the Companys control. The Company may never generate any revenues or
achieve profitability.

The Company will require additional capital to meet its
capital requirements for fiscal 2017 and for future fiscal years.

The Company does not have sufficient financial resources to
undertake all of its planned acquisition and exploration programs for fiscal
2017. The Companys ability to continue its exploration, assessment, and
development activities depends in part on the Companys ability to obtain
financing through joint ventures, debt financing, equity financing, production
sharing arrangements or some combination of these or other means, and
ultimately, commence operations and generate revenue. There can be no assurance
that any such arrangements will be concluded and the associated funding
obtained. There can be no assurance that the Company will commence operations
and generate sufficient revenues to meet its obligations as they become due or
will obtain necessary financing on acceptable terms, if at all. The failure of
the Company to meet its on-going obligations on a timely basis could result in
the loss or substantial dilution of the Companys interest (as existing or as
proposed to be acquired) in its property. In addition, should the Company incur
significant losses in future periods, it may be unable to continue as a going
concern, and realization of assets and settlement of liabilities in other than
the normal course of business may be at amounts significantly different from those
in the financial statements included in this Annual Report.

15

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Currency fluctuation may affect the Companys operations and
financial stability.

While engaged in the business of exploiting mineral properties,
the Companys operations outside Canada make it subject to foreign currency
fluctuation and such fluctuations may adversely affect the Companys financial
positions and results. Such fluctuations are outside the control of the Company
and may be largely unpredictable. Management may not take any steps to address
foreign currency fluctuations that will eliminate all adverse effects and,
accordingly, the Company may suffer losses due to adverse foreign currency
fluctuations.

Risks relating to an investment in the securities of the
Company

The Company is dependent upon key management.

The success of the Companys operations will depend upon
numerous factors, many of which are beyond the Companys control, including (i)
the ability to design and carry out appropriate exploration programs on its
mineral property; (ii) the ability to produce minerals from any mineral deposits
that may be located on its property; (iii) the ability to attract and retain
additional key personnel in exploration, marketing, mine development and
finance; and (iv) the ability and the operating resources to develop and
maintain the property held by the Company. These and other factors will require
the use of outside suppliers as well as the talents and efforts of the Company
and its consultants and employees. There can be no assurance of success with any
or all of these factors on which the Companys operations will depend, or that
the Company will be successful in finding and retaining the necessary employees,
personnel and/or consultants in order to be able to successfully carry out such
activities.

The Companys growth, if any, will require new personnel,
which it will be required to recruit, hire, train and retain.

The Company expects significant growth in the number of
employees required if it determines that a mine at its property is commercially
feasible, it is able to raise sufficient funding and it elects to develop the
property. This growth will place substantial demands on the Company and its
management, and the Companys ability to assimilate new personnel will be
critical to its performance. The Company will be required to recruit additional
personnel and to train, motivate and manage employees. It will also have to
adopt and implement new systems in all aspects of its operations. This will be
particularly critical if the Company decides not to use contract miners at its
property. There is no assurance that the Company will be able to recruit the
personnel required to execute its programs or to manage these changes
successfully.

The Company has limited experience with development stage
mining operations.

The Company has limited experience in placing resource
properties into production, and its ability to do so will be dependent upon
using the services of appropriately experienced personnel or entering into
agreements with other major resource companies that can provide such expertise.
There can be no assurance that the Company will have available the necessary
expertise when and if it places its property into production.

Certain of the Companys directors and officers are also
directors and/or officers and/or shareholders of potential competitors of the
Company, giving rise to potential conflicts of interest.

Several of the Companys directors and officers are also
directors, officers or shareholders of other companies. Some of the directors
and officers of the Company are engaged and will continue to be engaged in the
search for additional business opportunities on behalf of other corporations,
and situations may arise where these directors and officers will be in direct
competition with the Company. Such associations may give rise to conflicts of
interest from time to time. Such a conflict poses the risk that the Company may
enter into a transaction on terms which could place the Company in a worse
position than if no conflict existed. Conflicts, if any, will be dealt with in
accordance with the relevant provisions of the Business Corporations Act (British Columbia). The Board has resolved that any transaction either at the
Company level or of a subsidiary level, with entities having directors, officers
or significant shareholders in common, must be approved by disinterested Board
members. The Companys directors are required by law to act honestly and in good
faith with a view to the best interests of the Company and to disclose any
interest which they may have in any project or opportunity in respect of which
the Company is proposing to enter into a transaction.

16

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There are risks related to stock market prices and volume
volatility.

The market for the Companys common shares (Common
Shares) may be highly volatile for reasons both related to the
performance of the Company or events pertaining to the industry (i.e., mineral
price fluctuation/high production costs/accidents) as well as factors unrelated
to the Company or its industry. In particular, market demand for products
incorporating minerals in their manufacture fluctuates from one business cycle
to the next, resulting in change of demand for the mineral and an attendant
change in the price for the mineral. The Common Shares can be expected to be
subject to volatility in both price and volume arising from market expectations,
announcements and press releases regarding the Companys business, and changes
in estimates and evaluations by securities analysts or other events or factors.
In recent years the securities markets in the United States and Canada have
experienced a high level of price and volume volatility, and the market price of
securities of many companies, particularly small-capitalization companies such
as the Company, have experienced wide fluctuations that have not necessarily
been related to the operations, performances, underlying asset values, or
prospects of such companies. For these reasons, the price of the Common Shares
can also be expected to be subject to volatility resulting from purely market
forces over which the Company has no control. Further, despite the existence of
a market for trading the Common Shares in Canada and the United States,
stockholders of the Company may be unable to sell significant quantities of
Common Shares in the public trading markets without a significant reduction in
the price of the stock.

Shareholder interests may be diluted through the granting of
incentive stock options.

Because the success of the Company is highly dependent upon the
performance of its directors, officers and consultants, the Company has granted
in the past, and will in the future grant, to some or all of its directors,
officers and consultants, options to purchase its Common Shares as non-cash
incentives. Those options may be granted at exercise prices below those for the
Common Shares prevailing in the public trading market at the time or may be
granted at exercise prices equal to market prices at times when the public
market is depressed. To the extent that significant numbers of such options may
be granted and exercised, the interests of the other stockholders of the Company
may be diluted.

The Company may be a "passive foreign investment company"
under the U.S. Internal Revenue Code, which may result in material adverse U.S.
federal income tax consequences to investors in Common Shares that are U.S.
taxpayers.

Investors in Common Shares that are U.S. taxpayers should be
aware that the Company believes it constituted a passive foreign investment
company (PFIC) during the tax year ended January 31, 2016, and
may be a PFIC in the current and future tax years. If the Company is a PFIC for
any year during a U.S. shareholders holding period, then such U.S. shareholder
generally will be required to treat any gain realized upon a disposition of
Common Shares, or any so-called excess distribution received on its Common
Shares, as ordinary income, and to pay an interest charge on a portion of such
gain or distributions, unless the shareholder makes a timely and effective
"qualified electing fund" election (QEF Election) or a
"mark-to-market" election with respect to the Common Shares. A U.S. shareholder who makes a QEF Election generally must report on a
current basis its share of the Company's net capital gain and ordinary earnings
for any year in which the Company is a PFIC, whether or not the Company
distributes any amounts to its shareholders. However, U.S. shareholders should
be aware that there can be no assurance that we will satisfy record keeping
requirements that apply to a qualified electing fund, or that we will supply
U.S. shareholders with information that such U.S. shareholders require to report
under the QEF Election rules, in the event that we are a PFIC and a U.S.
shareholder wishes to make a QEF Election. Thus, U.S. shareholders may
not be able to make a QEF Election with respect to their Common Shares. A U.S.
shareholder who makes the mark-to-market election generally must include as
ordinary income each year the excess of the fair market value of the Common
Shares over the taxpayers basis therein. This paragraph is qualified in its
entirety by the discussion below under the heading Certain United States
Federal Income Tax Considerations. Each U.S. shareholder should consult its own
tax advisor regarding the tax consequences of the PFIC rules and the
acquisition, ownership, and disposition of our Common Shares.

17

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Broker-Dealers may be discouraged from effecting
transactions in the Common Shares because they are considered Penny Stocks and
are subject to the Penny Stock Rules.

Rules 15g-1 through 15g-9 promulgated under the Securities
Exchange Act of 1934, as amended (the Exchange Act) impose sales
practice and disclosure requirements on certain broker-dealers who engage in
certain transactions involving a "penny stock". Subject to certain exceptions, a
penny stock generally includes any equity security that has a market price of
less than US$5.00 per share. The market price of the Common Shares over the year
ended January 31, 2016 and through May 27, 2016 was at all times below US$5.00
and the Common Shares are deemed penny stock for the purposes of the Exchange
Act. The additional sales practice and disclosure requirements imposed upon
broker-dealers may discourage broker-dealers from effecting transactions in the
Common Shares, which could severely limit the market liquidity of the Common
Shares and impede the sale of Common Shares in the secondary market.

Under the penny stock regulations, a broker-dealer selling
penny stock to anyone other than an established customer or accredited
investor (generally, an individual with net worth in excess of US$1,000,000 or
an annual income exceeding US$200,000, or US$300,000 together with his or her
spouse) must make a special suitability determination for the purchaser and must
receive the purchaser's written consent to the transaction prior to sale, unless
the broker-dealer or the transaction is otherwise exempt.

In addition, the penny stock regulations require the
broker-dealer to deliver, prior to any transaction involving a penny stock, a
disclosure schedule prepared by the Securities and Exchange Commission relating
to the penny stock market, unless the broker-dealer or the transaction is
otherwise exempt. A broker-dealer is also required to disclose commissions
payable to the broker-dealer and the registered representative and current
quotations for the securities. Finally, a broker-dealer is required to send
monthly statements disclosing recent price information with respect to the penny
stock held in a customer's account and information with respect to the limited
market in penny stocks.

It may be difficult to enforce judgements against management
or assets of the Company.

As many of the assets of the Company are located outside of
Canada and the United States, and certain directors and officers of the Company
are resident outside of Canada and/or the United States, it may be difficult or
impossible to enforce judgements granted by a court in Canada or the United
States against the assets of the Company or the directors and officers of the
Company residing outside of such country.

The board of directors is currently comprised of four
directors, only one of whom is independent.

The Board is currently comprised of four directors, only one of
whom is independent. The Company is actively attempting to appoint an additional
independent director to the Board in order to bring the Company into compliance with the corporate governance rules and
regulations that it is subject to in Canada, however there is no assurance when
this will occur, if at all. The lack of independent directors on the Board may
weaken the quality of oversight of the Companys management and compromise the
Boards effectiveness in carrying out its duties and responsibilities.

18

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The Companys mineral property is located in a country where
there may be significant political risk.

The Company has a mineral property in Peru. In this country,
mineral exploration and mining activities may be affected in varying degrees by
political or economic instability, expropriation of property and changes in
government regulations such as tax laws, business laws, environmental laws and
mining laws. Any changes in regulations or shifts in political conditions are
beyond the control of the Company and may materially adversely affect its
business, or if significant enough, may make it impossible to continue to
operate in that country. Operations may be affected in varying degrees by
government regulations with respect to restrictions on production, price,
controls, foreign exchange restrictions, export controls, income taxes,
expropriation of property, environmental legislation and mine safety.

As a consequence of general economic conditions the Company
may be faced with an inability to access capital in order to continue its
operations.

Since 2008, the U.S. credit markets have experienced serious
disruption due to a deterioration in residential property values, defaults and
delinquencies in the residential mortgage market (particularly, sub-prime and
non-prime mortgages) and a decline in the credit quality of mortgage backed
securities. These problems have led to a slow-down on residential housing market
transactions, declining housing prices, delinquencies in non-mortgage consumer
credit and a general decline in consumer confidence. These conditions caused a
loss of confidence in the broader U.S. and global credit and financial markets
and resulted in the collapse of, and government intervention in, major banks,
financial institutions and insurers and created a climate of greater tighter
credit conditions. Notwithstanding various actions by the U.S. and foreign
governments, concerns about the general condition of the capital markets,
financial instruments, banks, investment banks, insurers and other financial
institutions caused the broader credit markets to further deteriorate and stock
markets to decline substantially. In addition, general economic indicators have
deteriorated, including declining consumer sentiment, increased unemployment and
declining economic growth and uncertainty about corporate earnings.

Unprecedented disruptions in the credit and financial markets
have had a significant material adverse impact on a number of financial
institutions and have limited access to capital and credit for many companies.
These disruptions could, among other things, make it more difficult for the
Company to obtain, or increase its cost of obtaining, capital and financing for
its operations. The Companys access to additional capital may not be available
on terms acceptable to it or at all.

The Company does not intend to pay cash dividends and there
is no assurance that it will ever declare cash dividends.

The Company intends to retain any future earnings to finance
its business and operations and any future growth. Therefore, the Company does
not anticipate paying any cash dividends in the foreseeable future.

|ITEM 4. | INFORMATION ON THE COMPANY
|------- | --------------------------

|4. **A** | History and Development of the Company
|-------- | --------------------------------------

The Company was incorporated under the laws of the Province of
British Columbia on May 26, 1981 under the name "Force Energy Ltd.". On
September 10, 1981, the Company changed its name to "Force Resources
Ltd.". On December 1, 1994, the Company subsequently changed its name to
"Force Technologies Inc." in connection with a consolidation of its share
capital on a five old shares for one new share basis. On October 1, 1997, the Company changed its name
to "Glassmaster Industries Inc." in connection with a split of its share
capital on a one old share for two new shares basis.

19

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Effective April 24, 1998, the Company continued its
jurisdiction of registration from British Columbia to the State of Wyoming by
filing a Certificate of Registration and Articles of Continuance in the office
of the Secretary of State of Wyoming.

On January 19, 2000, the Company changed its name to
"Interlink Systems Inc." in connection with a consolidation of its share
capital on a ten old shares for one new share basis. On August 14, 2000, the
Company changed its name to "iQuest Networks Inc." in connection with the
acquisition of its interest in iNoize.com Software Ltd. (a company involved in
the development of music transfer software). The Company also concurrently
effected a consolidation of its share capital on a one new share for two old
shares basis.

On October 28, 2003, the Company ceased operations as a company
involved in the development of music transfer software. Also effective October
28, 2003, the Companys shares were consolidated on the basis of one new share
for every four old shares, and the authorized share capital was subsequently
increased from 25,000,000 Common Shares to 100,000,000 Common Shares. In
connection with the share consolidation, the Company changed its name to
"Quest Ventures Inc.".

At a shareholders meeting held on June 22, 2004, the Companys
shareholders approved a change of its primary business focus to other business
opportunities, including the acquisition, exploration and development of natural
resources properties. At the Companys annual meeting held on July 19, 2005, the
Companys shareholders approved a consolidation of its shares and concurrent
name change. Effective April 24, 2006, the Companys shares were consolidated on
the basis of one new share for each two old shares and the Company also changed
its name to Dorato Resources Inc..

Effective August 21, 2006, the Company continued its
jurisdiction of incorporation into British Columbia from Wyoming. The Company is
governed by the Business Corporations Act (British Columbia)
(BCBCA).

On October 18, 2007, the Company commenced its present business
of acquiring and exploring natural resource properties by entering into five
agreements with several Peruvian nationals and a Peruvian company to acquire
options to earn a 100% interest in 70 mineral claims located in Peru and to
acquire certain mining concessions. On April 24, 2008, the TSX Venture Exchange
(the TSX.V) accepted for filing the documentation related to these
option contracts, and the Companys listing was transferred from the NEX to the
TSX.V, effective April 25, 2008.

On October 23, 2013, the Company completed the alteration of
its share capital by way of a consolidation of its issued share capital on the
basis of one new share for every twenty old shares, thereby reducing the
Companys issued and outstanding Common Shares from 89,830,376 Common Shares to
4,491,518 Common Shares; and changed its name from Dorato Resources
Inc. to Xiana Mining Inc..Effective October 24, 2013, the Company
commenced trading on the TSX.V under its new name and symbol XIA.

The Companys head office, registered and records office and
address for service is located at #507  837 West Hastings Street, Vancouver,
British Columbia, Canada, the phone number is (604) 685-1017 and the fax number
is (604) 408-7499.

|4. **B** | Business Overview
|-------- | -----------------

The Company is a mineral exploration company engaged in the
acquisition, exploration of mineral properties. The Company currently has the
right to acquire an interest in a mineral property in Peru. The Company is in
the exploration stage as its property has not yet reached commercial production
and its property is beyond the preliminary exploration stage. There are
currently no identified mineral resources or mineral reserves on the Companys
mineral property.

20

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Deborah Gold Property, Cajamarca, Peru

The Company entered into an option agreement to earn a 100%
interest in the Deborah Property. Peruvian Government approval is required prior
to exercising the option to acquire this property.

On September 16, 2011, the Company entered into an option
agreement to acquire a 100% interest in the Deborah Gold property, Cajamarca,
Peru. Under the terms of the option agreement, the Company can acquire a 100%
interest in the property in exchange for cumulative payments of US$6,000,000
over a minimum of 5 years. The detailed terms of the option agreement are
summarized in the table below.

Event
    US$ Cash PaymentsTSX.V Approval
    50,000 (paid)On commencing drill-testing
    200,0001 year anniversary of drill date
    400,0002 year anniversary of drill date
    600,0003 year anniversary of drill date
    900,0004 year anniversary of drill date
    1,200,0005 year anniversary of drill date
    2,650,0006,000,000


The option agreement required an immediate payment of $50,000
on receipt of TSX.V approval (Effective Date). This payment was
made and the Company commenced systematic surface exploration of the property in
early February 2012. A second payment of $200,000 is payable on the commencement
of drilling (Drill Date) and all subsequent payments are tied to
this Drill Date. In addition, a royalty of $4.00 per ounce of gold produced is
payable to the underlying vendors, up to a maximum of $2,000,000. There was no
finders fee paid by the Company in connection with the Option Agreement.

During the year ended January 31, 2014, the Company wrote-off
the remaining $500,000 in carrying value of its exploration properties (2013 -
$5,459,566) due to the Company not having sufficient funds to perform further
work on the Deborah Gold property and forfeiting the mineral leases on the other
properties under option agreements.

Cordillera del Condor Project, Northern Peru

Due to current market conditions, the Company was unable to
raise sufficient funds to cover the title payments on the seven properties
within the Cordillera del Condor project, located in northern Peru. The mineral
titles have been allowed to expire, as required under Peruvian law. During the
year ended January 31, 2014, the Company wrote-off the remaining portion
($500,000) of the properties.

The Company previously entered into seven option agreements
granting it the option to earn a 100% interest in certain mineral claims and
mining concessions located in Peru collectively referred to as the Cordillera
del Condor Project (consisting of the Vicmarama Property, Maravilla Property,
Lahaina 1 Property, Lahaina 2 Property, David Property, Marita Property and
Cangaza Property), the material terms of which were as follows:

| | The commercial terms of the option were fulfilled to earn
      a 100% interest in the Vicmarama Property, which included the issuance of
      37,500 (post-share consolidated) common shares (12,500 shares were
  issued on TSX.V approval, 12,500 shares were issued on April
16, 2009 and the remaining 12,500 shares were issued on November 17, 2009) and
payment of US$250,000. As the Company was unable to make the property tax
payment totalling US$39,174 on June 30, 2013, the mineral lease was forfeited.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

21

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| | The commercial terms of the option were fulfilled to earn
      a 100% interest in the Maravilla Property, which included the issuance of
      62,500 (post-share consolidated) common shares and payment of US$300,000.
      As the Company was unable to make the property tax payment totalling
      US$45,852 on June 30, 2013, the mineral lease was forfeited.                                                                                                                                                                                                                                                                                                                                                                                             
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | The commercial terms of the option were fulfilled to earn
      a 100% interest in the Lahaina 1 Property, which included the issuance of
      170,000 (post-share consolidated) common shares and payment of US$270,000.
      As the Company was unable to make the property tax payment totalling
      US$46,360 on June 30, 2013, the mineral lease was forfeited.                                                                                                                                                                                                                                                                                                                                                                                            
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | The commercial terms of the option were fulfilled to earn
      a 100% interest in the Lahaina 2 Property, which included the issuance of
      75,000 (post-share consolidated) common shares (12,500 shares were issued
      upon TSX.V approval, 25,000 shares were issued on April 16, 2009, and the
      remaining 37,500 shares were issued on November 17, 2009) and payment of
      US$400,000. As the Company was unable to make the property tax payment
      totalling US$27,639. on June 30, 2013, the mineral lease was forfeited.                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | On June 5, 2009, the Company entered into an
      assignment/option agreement to earn a 100% interest in the David Property.
      In order to earn a 100% interest we paid US$66,031, plus an additional
      consideration of US$5,000 was due on exercise of the option/assignment.
      The exercise of the option was to be triggered by issuance of the Supreme
      Decree to the Company. As the Company was unable to make the property tax
      payment totalling US$58,771 on June 30, 2013, the mineral lease was
      forfeited.                                                                                                                                                                                                                 
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | On June 11, 2010, the Company entered into an option
      agreement to acquire a 100% interest in the Marita Property. In order to
      earn the 100% interest we paid US$200,000 and agreed to issue an aggregate
      of 50,000 (post-share consolidated) Common Shares. 2,500 shares were
      issued on July 25, 2011, an additional 10,000 shares was to be issued on
      or before June 15, 2012 (not issued) and 37,500 shares on or before June
      15, 2013 (not issued). The exercise of the option was also subject to
      receipt of the Supreme Decree to be issued by the Peruvian Government. As
      the Company was unable to make the property tax payment totalling
      US$41,710 on June 30, 2013, the mineral lease was forfeited.
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | The commercial terms of the option were fulfilled to earn
      a 100% interest in the Cangaza Property, which included the cash payments
      of US$150,000 and the issuance of 52,500 (post-share consolidated) Common
      Shares. Although the obligations to exercise the option under this
      agreement have been met, the option was not exercised as it was subject to
      receipt of the Supreme Decree to be issued by the Peruvian Government. As
      the Company was unable to make the property tax payment totalling
      US$30,381 on June 30, 2013, the mineral lease was forfeited.                                                                                                                                                      

Private Placements

The Company did not issue any securities during the year ended
January 31, 2016. During the year ended January 31, 2013, the Company closed a
non-brokered private placement financing through the issuance of 659,519
(post-consolidated) Common Shares at a price of $1.80 per share for total gross
proceeds to the Company of $1,187,135 (the "Offering"). Proceeds
from the Offering were used to finance initial exploration of its Deborah Gold
Property (100% owned) in Cajamarca, Peru and for general working capital.

22

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Royalty Agreement with Franco-Nevada Corporation

On June 22, 2012, the Company entered into a Royalty Purchase
Agreement with Franco-Nevada Corporation (Franco) whereby Franco
was granted a 2% net smelter return on the Companys mineral properties in Peru
in consideration of $350,000 in cash (received). This Agreement replaces the
Royalty Option Agreement between the parties dated July 18, 2008, as amended
March 30, 2009, which the parties mutually agreed to terminate.

Effects of Government Regulation

For a description of the material effects of government
regulation on the Companys business, see the disclosure contained under Item
5.A.

Current State of Operations

The Deborah Property is a grassroots exploration project,
meaning that there are no existing mine operations within the project area.
Early stage exploration begins with review of satellite imagery and existing
regional geology maps, followed by airborne geophysical surveys. Geophysical
surveys are rapid assessment tools that help generate targets for further
exploration. Advanced exploration is focused on initial drill-testing of these
targets. This phase may involve anything from 5 to 50 drill holes depending on
the type of mineral deposit encountered and the level of information required to
make a decision to move forward. The ultimate aim is to discover a mineral
deposit worthy of additional investigation.

Following advanced exploration, a project will move to resource
definition if warranted. Drilling continues to define the deposit and ultimately
an independent third party will calculate an initial resource. A project may go
through several phases of drilling and resource estimation before a decision is
made to move to more advanced studies.

Ultimately, a project would move through three phases of
advanced studies called Preliminary Economic Assessment (also called a scoping
study), Prefeasibility Study and a Feasibility Study. These studies may take
several years. Ultimately on receipt of a positive feasibility study, a company
is in a position to make a production decision  this is the final decision to
build a mine and begin development work.

|4. **C** | Organizational Structure
|-------- | ------------------------

The significant subsidiaries of the Company are:

|                                             | Country of    | Principal       | Xianas effective interest
|-------------------------------------------- | ------------- | --------------- | --------------------------
|                                             | Incorporation | Activity        | for 2016 and 2015         
|Dorato Peru S.A.C. (1)                       | Peru          | Mining company  | 100%                      
|Compania
      Minera la Luminosa S.A.C. (2) | Peru          | Holding company | 99%                       

|(1) | Incorporated in Peru on April 25, 2007.                                                                   
|--- | ----------------------------------------------------------------------------------------------------------
|(2) | Incorporated in Peru on August 23, 2011, which holds the
      exploration rights on the Deborah property.

On May 27, 2016, the Company entered into a Share Purchase
Agreement to sell a wholly-owned subsidiary in Peru, Dorato Peru S.A.C. (the
Subsidiary) for a cash consideration of USD30,000.

Assets held by the subsidiary has been written-down and total
liabilities of USD170,800 and any contingent liabilities will be assumed by the
buyer, resulting in a gain of disposal of USD200,800.

23

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|4. **D** | Property, Plants and Equipment
|-------- | ------------------------------

National Instrument 43-101 Compliance

Except as otherwise indicated, John Drobe, P.Geo., the
Companys former Vice-President of Exploration and a Qualified Person as defined
by NI 43-101, has reviewed and is responsible for the technical information
contained in this Annual Report on Form 20-F.

Deborah Property

On September 28, 2011, the Company announced that it entered
into an option agreement to acquire a 100% interest in the Deborah Gold
property, Cajamarca, Peru. The property is located only one hour east of the
city of Cajamarca, with good access via paved and dirt roads, and is nestled
between several major ore deposits including Anglo Americans Michiquillay
Copper-Gold Porphyry, located 6 kilometres to the southwest (631MT of 0.69%
copper, 0.15 g/t gold, and 0.02% moly) and China Minmetals and Jiangxi Copper
Corps El Galeno Copper-Gold Porphyry, located 6 kilometres to the north (661MT
of 0.50% copper, 0.12 g/t gold), though it is not possible to determine if
similar results will be obtained from the property.



Location and Regional Geology, Deborah Project

Regional Context

There are several major, large scale producing mines and
significant development projects in the belt and, more importantly, in the
immediate vicinity of the property. The geology between all local deposits is
similar, with mineralization related to Miocene dacite porphyry
stocks intruding Lower to Upper Cretaceous carbonate and sandstone units, though
it is not possible to determine if the Deborah property will be similar.

24

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The Michiquillay deposit (6 kilometres to the southeast)
is controlled by Anglo American Plc., who acquired the deposit in 2007, having
submitted the winning bid in a public auction process. Anglo acquired the
property for $403 million. The deposit hosts 631 Mt grading 0.69% copper, 0.15
g/t gold, with 100200 ppm molybdenum. Exploration and resource definition is
on-going.

The El Galeno and Hilorico deposits are
controlled by Lumina Copper S.A.C., jointly owned by China Minmetals (60%) and
Jiangxi Copper Corp. (40%). Copper Bridge Acquisition Corp (CBAC) acquired the
deposit from Northern Peru Copper Corporation in 2008 for $455M. At the time of
sale, the prefeasibility study estimated probable reserves of 661Mt grading
0.50% copper, 0.12 g/t gold, and 0.013% molybdenum.

The gold breccia at Hilorico, 1 kilometre northeast of
Galeno on the adjacent El Molino concession, may be the closest geological
analogue to Deborah property, although this interpretation will have to be
tested by future exploration. Northern Peru Copper completed 13,000 metres of
drilling at Hilorico before the transaction with CBAC in 2008. Historic drill
intersections of note include 213 metres of 1.04 g/t Au and 1.6 g/t Ag, and 82.5
metres of 1.04 g/t Au. According to the 2007 Prefeasibility study (NI 43-101
compliant), the deposit contains Inferred Resources of 19.4MT at 0.65 g/t gold
and 3.3 g/t silver (407,000 ounces using a 0.3g/t gold cut-off in the oxide
zone,), with additional sulphide resources of 21.3MT at 0.93 g/t gold and 4.8
g/t silver (641,000 ounces at 0.5g/t gold cut-off).

The technical information with respect to the above deposits
was obtained through the respective companies public disclosure documents, and
has not been independently verified by the Company.

Deborah Exploration History

There are numerous exploration and small scale gold production
adits on the Deborah property developed over the last 100 years targeting
gold-rich structures, replacements and breccia bodies. Newmont Peru drilled 13
holes at Deborah in 2006 in the area of historic workings, targeting the down
dip extension of the near vertical mantos (bedding parallel layer) of
gold and silver-bearing sulphides and related SE trending breccia zones along
the western edge and in the southeast corner of the concession. A large area of
almost no outcrop in the centre of the property was not drill tested, nor
surface sampled.

The underlying property vendors have provided historical
exploration data from Newmonts exploration drill program. Gold and silver assay
results include:

DRILL HOLE
    THICKNESS (m)
    GOLD (g/t)
    SILVER (g/t)DEB-002
    9.20
    1.26
    2.6DEB-003
    51.35
    0.51
    3.4and
    44.00
    0.73
    12.3DEB-004
    47.75
    0.59
    18.0DEB-005A
    4.05
    1.30
43.0


These holes appear to have targeted breccia in quartzite
adjacent to an area of sulphide veining in the southwest corner of the
concession, where surface channel samples returned anomalous precious metal
values.

25

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Deborah Geology

Thick-bedded to massive quartzite of the Late Jurassic Chicama
Formation and/or Lower Cretaceous Chimu Formation is intruded by hornblende
granodiorite and dacite porphyry, the latter of which forms a large recessively
weathered central stock on the property

Carbonate of the Santa Formation is present in the northeast
corner of the concession, apparently in fault contact across a 1-5m wide
pyrite-bearing breccia. These units are the same as those hosting mineralization
at El Galeno 6 km to the northwest, and Michiquillay 6 km to the southwest.

Exploration Potential

The 13 holes drilled by Minera Yanacocha (Newmont) are
concentrated in the area of historic workings, and appear to have targeted the
down dip extension of the near-vertical gold-silver rich replacement bodies and
related southeast trending breccia along the western edge of the concession.
None of the holes were drilled under an extensive recessive zone northeast of
the main quartzite hill, and neither was the area covered in the surface rock
sampling. Part of this area was mapped as dacite porphyry, though it is much
more recessive than the dacite porphyry to the south.

Mineralization at the Galeno porphyry deposit is also recessive
and forms a topographically low area in the surrounding resistive quartzite. The
central recessive zone at Deborah is therefore considered a prospective area, as
this is where highly fractured and mineralized zones might be expected to occur.
The recessive zone is in fact on strike with the tectonic breccia related to the
regional Punre fault, which geologically connects Deborah with the Hilorico
gold-breccia target east of Galeno, and may represent a splay of the structure.
Also, the carbonate could be an important unit in terms of hosting disseminated
mineralization in permeable (decalcified) sandy horizons along strike and
adjacent to the mineralized breccia. This target has yet to be drill tested.

Phase 1 Exploration Completed

The first phase of surface exploration commenced in February
2012 following receipt of approvals for surface access from the land title
holders. Soil lines spaced 100 meters apart, with samples spaced 50 meters apart
were covered a 120 Ha core area of the property. Outcrops within this area were
also chip sampled, mostly over 1-2 meter lengths. Assay results from soils
returned a maximum value of 1.78 g/t gold, with 20% of the soil samples
returning >0.129 g/t gold and 10% returning >0.284 g/t gold. The sampling
has defined two gold anomalies that are approximately 400 meters each in extent
when contoured at the 0.1 g/t gold level. Both anomalies show a strong
correlation with pathfinder elements arsenic and antimony, as well as silver and
lead. Overburden, comprising quartzite talus from the main ridge, covers the
area between the two anomalies and possibly mineralization linking them into a
singular northeast-trending zone.

The central anomaly is a circular feature at the intersection
of northwest- and southwest-trending structures, on the northeast flank of the
main ridge. One artisanal working was discovered, and breccia within this
assayed 0.43 g/t gold over 2 meters. The central anomaly has significantly less
silver than the soil anomaly over the western breccias drilled by Newmont in
2006, suggesting a different type of mineralization. The north-eastern anomaly
abuts the eastern boundary of the concession and is open to the north. One rock
sample from the south edge of the anomaly returned 1.24 g/t gold over 1.5
meters.

The soil samples returned better gold values than the soil
samples, supporting the exploration model that gold mineralization at Deborah is
hosted by recessive, sulphide-rich material that does not crop out well and
remains under-sampled.

26

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Work Completed, Gold Soil Anomaly, Deborah Project

Work Plan

The second phase of surface work will be approximately 800
meters of hand-trenching on both central and northeast anomalies, with
additional soil samples to close off the northeast anomaly. Some test pits will
also be excavated in the area of talus to determine depth to bedrock, and
sampled where appropriate. Results from the second phase of work will identify
follow-up drill targets.

Qualified Person and QA/QC

John Drobe, P.Geo., the Companys former Vice President of
Exploration and a qualified person as defined by National Instrument 43-101,
reviews and is responsible for the scientific and technical information that
forms the basis of all public disclosures. Mr. Drobe is not independent of the
Company as he is a former officer.

The Company has Quality Assurance/Quality Control (QA/QC)
protocols in place for all drilling, geophysics, rock, soil, and stream sediment
sampling programs as part of all geochemical sampling, sample preparation,
sample shipping and sample analysis and compilation procedures.

Quality control and quality assurance is implemented in the
field and results are monitored regularly throughout the sampling programs.
Blind certified reference material, certified coarse blank material,
quarter-core duplicates and preparation duplicates are inserted at regular
intervals (1/20) into the sample sequence. On-site personnel rigorously collect
and track samples which are then security sealed and trucked by a third party
shipper to either the ACME affiliate preparation laboratory in Cuenca, Ecuador,
for the Cordillera del Condor project, or to ALS Laboratories
in Lima, Peru, for the Deborah property. Here the samples weights are recorded
and the samples are cross-referenced with the sampling list.

27

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For samples sent to ACME, after coarse crushing and pulverizing
to >80% passing 200 mesh, a 250g split is forwarded to ACME Analytical
Laboratories (ACME) in Vancouver, BC, Canada for analysis. ACME's quality
system complies with the requirements for the international standards ISO
9001:2008 and ISO 17025:2005. Samples are analysed for gold by fire assay (30g)
and forty additional elements by four-acid digestion with an ICP-MS finish. Any
sample over 10 g/t gold are re-analysed by gravimetric fire assay (30g) for gold
and silver. Any sample returning over 1% copper, lead or zinc are re-analysed by
the base metal assay method with an ICP-OES finish. Analytical accuracy and
precision are also regularly monitored by the laboratory through the analysis of
reagent blanks, reference material and replicate samples. In addition,
representative blind duplicate samples are routinely forwarded to an
ISO-compliant third party laboratory for additional quality control.

Soil samples sent to ALS Peru are sieved to passing 180 microns
(80 mesh) and then 25g (gold) and 0.5g (51 element) splits are dissolved using
an aqua-regia digestion, followed by an ICP-MS finish. Rock samples are crushed
to 70% passing 2mm , then 250g are pulverized to 75% passing 75 microns. They
are then analysed for gold by fire assay (25g) and 33 elements by four-acid
digestion with an ICP-AES finish (>1.0g) . The ALS analytical laboratory in
Lima is ISO 9001:2008 and ISO 17025:2005 certified.

|ITEM 5. | OPERATING AND FINANCIAL REVIEW AND
      PROSPECTS
|------- | --------------------------------------------------

The Company is in the business of acquiring, exploring and
evaluating interests in mineral properties. The Companys current property
interests are held for the purposes of exploration for precious and base metals.

|5. **A** | Operating Results
|-------- | -----------------

Year ended January 31, 2016 compared to the year ended
January 31, 2015

A net loss of $74,072 for the year ended January 31, 2016 was
incurred, compared to a net loss of $403,347 in the same period last year.

Consulting fees of $157,870 (2015 - $217,578) decreased due to
an decrease in fees during the current fiscal year compared to prior period.

Gain on foreign exchange of $(110,077) (2015  loss of $23,217)
increased due primarily due to a change in foreign exchange on the Peruvian
accounts payable.

Investor relations expenses of $1,444 (2015 - $1,343) increased
due to higher marketing costs and activity.

Office and miscellaneous expenses of $22,010 (2015 - $11,304)
increased primarily due to higher activity.

Professional fees of $14,550 (2015 - $52,615) decreased
primarily due to lower legal fees and accounting fees incurred by the Company in
the current year.

Regulatory fees of $19,868 (2015 - $10,381) increased due to
higher filing activity in the current year compared to prior year.

Travel and promotion of $1,727 (2015 - $ Nil) increased
primarily due to more trips taken during the current year.

28

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Write-off of property and equipment of $Nil (2015 - $30,541)
decreased, as the office equipment in Peru was abandoned during fiscal 2015.

Year ended January 31, 2015 compared to the year ended
January 31, 2014

A net loss of $403,347 for the year ended January 31, 2015 was
incurred, compared to a net loss of $907,809 in the same period last year.

Consulting fees of $217,578 (2014 - $179,985) increased due to
an increase in fees during the current fiscal year compared to prior period.

Loss on foreign exchange of $23,217 (2014 - $69,071) decreased
due primarily due to a change in foreign exchange on the Peruvian accounts
payable.

Investor relations expenses of $1,343 (2014 - $3,714) decreased
due to lower marketing costs and activity.

Office and miscellaneous expenses of $11,304 (2014 - $38,239)
decreased primarily due to lower activity.

Professional fees of $52,615 (2014 - $20,951) increased
primarily due to legal fees and accounting fees incurred by the Company in the
current year.

Regulatory fees of $10,381 (2014 - $26,270) decreased due to
lower activity in the current year compared to prior year.

Travel and promotion of $Nil (2014 - $2,879) decreased
primarily due to lower activity during the current year.

Write-off of exploration and evaluation assets of $Nil (2014 -
$500,000) decreased, as the write-off in fiscal 2014 was a result of property
tax payments not made for various properties.

Write-off of property and equipment of $30,541 (2014 - $Nil)
increased, as the office equipment in Peru was abandoned during fiscal 2015.

The Companys mineral rights in Peru are currently subject
to regulations that may be subject to change, and may become subject to new
regulations, which could impose significant costs and burdens.

Exploration activities in Peru depend on mining concessions for
exploration and ultimately for exploitation works, obtained from the Geologic,
Mining and Metallurgic Institute (Instituto Geológico Minero Metalúrgico), or
the INGEMMET. In addition, operations in Peru depend on obtaining other
administrative rights, such as provisional permits, from the Ministry of Energy
and Mines, or the MEM, and for exploration rights on the area of a claim. In
Peru, ownership of a mining concession by a foreign entity within 50 kilometres
of the national border is subject to issuance of a Supreme Decree from the
Peruvian Government. The Companys option property is within 50 kilometres of
the Peruvian national border. Thus, the Company must obtain a Supreme Decree
from the Peruvian Government in respect of all of the mining concessions
comprising the Companys properties. In addition, the terms of the option
agreement through which the Company hold its property interest require issuance
of a Supreme Decree before the options can be exercised.

Under Perus current regulatory regime, mining concessions for
the exploration and exploitation of minerals have an indefinite term, subject to
compliance by the titleholder with the obligations set forth by the General Mining Act (Ley General de Minería), or the LGM.
Compliance with such obligations is required to maintain the mining concessions
in good standing. Among such obligations are the payment of an Annual Concession
Fee (equivalent to U.S.$3 per hectare) and compliance with a minimum annual
production target. Failure to pay the Annual Concession Fee for any two
consecutive or non-consecutive years may result in the cancellation of the
relevant mining concession.

29

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If the INGEMMET or the MEM revoke or cancel any of the
Companys option concession, the Companys financial condition and results of
exploration activities could be adversely affected.

On June 24, 2004, the Peruvian Congress approved the Mining
Royalty Law, which established a mining royalty that owners of mining
concessions must pay to the Peruvian government for the exploitation of metallic
and non-metallic resources. This royalty is calculated on a sliding scale with
rates ranging from 1% to 3% over the value of mineral concentrates based on
international market prices. As provided by the Mining Royalty Law, effective
since January 26, 2007, the Peruvian Tax Authority is responsible for the
collection of mining royalties.

There can be no assurance that the Peruvian government will not
impose additional mining royalties or payments in the future or that they will
not have an adverse effect on future operations. The Company has no mining
operations on its property.

Details of Regulatory and Supervisory Entities

In general terms, the principal regulator of mining activities
in Peru is the Ministry of Energy and Mines, or the MEM, through its General
Bureau of Mining (Dirección General de Minería), or DGM, and its General Bureau
of Mining and Environmental Affairs (Dirección General de Asuntos Ambientales
Mineros), or DGAAM. Other regulatory institutions are the Geological, Mining and
Metallurgical Institute (Instituto Geológico Minero Metalúrgico), or the
INGEMMET; the Supervisory Body of Investment in Energy and Mining (Organismo
Supervisor de la Inversión en Energía Minería), or the OSINERGMIN; and the
Assessment and Environment Supervising Agency (Organismo de Evaluación y
Fiscalización Ambiental), or the OEFA, which was created in 2008 and entered
into operation in 2010.

The DGM is the senior body of the MEM overseeing the mining
industry. It reports directly to the Office of the Vice-Minister of Mining and
is responsible for, among other things, the promotion of mining activities, the
granting of beneficiation, ore transportation and general working concessions,
the proposal of welfare, health and safety regulations.

The DGAAM has the following duties, among others: (i) propose
policy and legal provisions for environmental conservation and protection in the
mining sector; (ii) approve technical standards for the appropriate application
of regulations on environmental conservation and protection to apply to
activities of the mining sector; and (iii) assess environmental and social
impacts derived from activities of the mining sector, establishing the
preventive and corrective measures necessary to control such impacts.

The INGEMMET has the following duties, among others: (i)
process mining claims, grant titles to mining concessions and act on
applications relating to mining rights pursuant to law; (ii) keep the National
Mining Land Register (Catastro Minero); administer and distribute the Annual
Concession Fee, or ACF, and collect any penalties for failure to meet minimum
annual production targets; and (iii) cancel mining claims or mining concessions
pursuant to applicable laws.

The OSINERGMIN supervises and inspects mining activities as
regards matters of mine safety and health. Until July 2010, OSINERGMIN also
oversaw the environmental compliance of mining activities.

Since July 2010, all supervising, inspecting and sanctioning
duties regarding environmental matters have been undertaken by the Organization
for Environmental Assessment (Organismo de Evaluación Ambiental), or the OEFA. The OEFA is also responsible for
proposing to the Ministry of Environment the scale of penalties applicable to
each type of infringement pursuant to the Environmental Act.

30

---

Details of Concessions

In accordance with the LGM, mining activities (except
surveying, prospecting and trading) must be performed exclusively under the
concession system. A concession confers upon its holder the exclusive right to
develop a specific exploration activity within a defined area.

Mining concessions confer the right to explore and exploit the
mineralization granted which is within a solid of undefined depth, limited by
vertical planes corresponding to the sides of a square, rectangle or closed
polygon, the vertices of which refer to Universal Transversal Mercator, or UTM,
coordinates. A mining concession is a real property interest independent and
separate from surface land located within the UTM coordinates of the concession.
It is granted by the INGEMMET. Once the claimed area is subject to a mining
concession, the titleholder must register its title with the Public Mining
Registry (Registro de Derechos Mineros) administered by the National
Superintendent of Public Registers (Superintendencia Nacional de Registros
Públicos) where all the agreements, resolutions and acts thereto must also be
registered.

Holders of mining concessions or pending claims for mining
concessions must comply with several obligations, including payment of the ACF,
which is equivalent to U.S.$3.00 per hectare per year. Default in payment of the
ACF for two consecutive or non-consecutive years may result in cancellation of
the relevant concession or claim.

Environmental

During the 1990s, a modern environmental practice that conforms
to the international environmental standards was established and made generally
applicable to most of the mining industry. In 1990, the Environmental Code was
enacted, which established for the first time a legal and institutional system
to preserve the environment. In 1993, the Environmental Protection Regulations
for Mining and Metallurgical Activities were enacted. On October 15, 2005, the
Environmental Act completely repealed and replaced the Environmental Code.

As of July 2010, OEFA, rather than OSINERGMIN, is responsible
for performing periodic Environmental Audits to supervise compliance with the
commitments undertaken in the respective EIAs and/or PAMA.

|5. **B** | Liquidity and Capital Resources
|-------- | -------------------------------

Cash was $29 as at January 31, 2016, compared to $1,011 as at
January 31, 2015. As at January 31, 2016, the Company had a working capital
deficiency of $1,841,951 compared to a working capital deficiency of $1,767,879
as of January 31, 2015.

The Companys consolidated financial statements for the year
ended January 31, 2016 includes a note stating that its ability to continue as a
going concern is dependent upon its ability to generate profitable operations in
the future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they become
due. At the present time, the Company anticipates that its current liquidity and
capital resources will not be sufficient to fund its planned operations for the
next year. The Company will require additional financing to fund its planned
exploration of its current exploration property and to continue its operations
(including general and administrative expenses). There is significant
uncertainty that the Company will be able to continue to secure additional
financing in the current equity markets. The quantity of funds to be raised and
the terms of any proposed equity financing that may be undertaken will be
negotiated by management as opportunities to raise funds arise. No assurance can be
provided that the efforts of management will be successful.

31

---

The Company has not entered into any long-term lease
commitments nor is the Company subject to any mineral property commitments.

All of the Companys cash and cash equivalent reserves are on
deposit with a major Canadian chartered bank. The Company does not believe that
the credit, liquidity or market risks with respect thereto have increased as a
result of current market conditions.

The Company has no revenue generating operations from which it
can internally generate funds. To date, the Companys on-going operations have
been predominantly financed by the sale of its equity securities by way of
private placements and the subsequent exercise of share purchase warrants and
options. When acquiring an interest in exploration properties through purchase
or option the Company will from time to time issue Common Shares to the vendor
or optionor of the property as partial or full consideration for the property
interest in order to conserve its cash.

In June 2013, as a result of its inability to raise sufficient
funds to pay the outstanding property taxes owing on the properties comprising
the Cordillera del Condor Project, the Company forfeited the mineral leases on
these properties. The Company is conserving its working capital to the extent
possible while still focusing on the development of its Peruvian mineral
property.

During fiscal year 2015, a related party provided the Company
with short-term loans of $29,924. The loans were non-interest bearing with no
terms of repayment.

|5. **C** | Research and Development, Patents and Licences, etc.
|-------- | ----------------------------------------------------

Not applicable.

|5. **D** | Trend Information
|-------- | -----------------

None, except as disclosed elsewhere in this report.

|5. **E** | Off-Balance Sheet Arrangements
|-------- | ------------------------------

We do not have any material 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.

|5. **F** | Tabular Disclosure of Contractual Obligations
|-------- | ---------------------------------------------

No applicable obligations.

|ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND
      EMPLOYEES
|------- | ------------------------------------------------

|6. **A** | Directors and Senior Management
|-------- | -------------------------------

The following table sets out the current directors and
executive officers of the Company and all positions and offices held with the
Company.

32

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Name
    Position
    Age
    Date of First Election
    orAppointmentRowland Perkins
    Director, Interim President & CEO
    63
    October 31, 2011Carlos Ballon
    Director
    56
    July 20, 2010Anton J. Drescher (1)
    Chief Financial Officer & Director
    59
    October 1993Robert Baxter (1)
    Director
    57
    September 27, 2013Brian Kerzner (1)
    Director
    56
    August 17, 2015


|(1) | Member of Audit Committee
|--- | -------------------------

Anton J. Drescherhas been a Certified Management
Accountant since 1981. He is currently a director of International Tower Hill
Mines Ltd., a public mineral exploration and development company listed on the
TSX and NYSE  AMEX since 1991; a director of Trevali Mining Corporation, a
public natural resource company listed on the TSX since 2007; a director of
Corvus Gold Inc., an exploration and development company listed on the TSX since
2010; President and director of Ravencrest Resources Inc. a publicly trading
company trading on the CSE since 2010; Chief Financial Officer and a director of
Oculus VisionTech Inc., a public company listed for trading on the TSX.V and the
OTC Bulletin Board since December 1994;, which company is involved in
watermarking of film and data, a director of River Wild Exploration Inc., a
public company listed on the CSE since 2014, President of Westpoint Management
Consultants Limited, a private company engaged in tax and accounting consulting
for business reorganizations since 1979; and President of Harbour Pacific
Capital Corp., a private British Columbia company involved in regulatory filings
for businesses in Canada since 1998.

Carlos Ballonis a graduate of Colorado School of Mines
and an experienced mining engineer. Mr. Ballon managed the Santander Mine in
Peru from 1985 to 1993 before revamping the project and vending it to Trevali
Mining Corporation. More recently he was VP South America for Corriente
Resources Ltd., a director of Thiess South America (Australia's largest contract
miner) where he managed major engineering works at Tintaya and Yanacocha in Peru
and a Manager South America for Cardero Resource Corp. Mr. Ballon is a director
of Stonehouse Construction, a private international multi-discipline project
delivery company and a director of Kazax Minerals Inc., a public company listed
on the TSX.V.

Rowland Perkins was the former President & CEO of
ebackup Inc. (2001-2014) an internet service provider specializing in Offsite
Data Backup. Mr. Perkins is also a Director of several other publicly traded
companies including Oculus Visiontech since January 2005, Strikepoint Gold since
2011, Corvus Gold Inc. since 2010 and was a former Director of International
Tower Hill Mines from 2005 to 2010. He is a graduate of the University of
Manitoba (Economics).

Robert Baxter brings over 30 years of experience,
principally in Latin America, in the mining industry. Mr. Baxter is the General
Manager of Baxter Consultants Engineering, a consulting company located in Peru.
From May 2000 to September 2000, he held the position of Business Development
Coordinator Americas for North Limited, a senior Australian mining company
acquired by Rio Tinto, PLC in October 2000. Also at North Limited, Mr. Baxter
held the posts of Regional Geologist, Americas from June 1999 to May 2000 and
Regional Manager (Chile/Argentina) from November 1996 to June 1999. Mr. Baxter
was previously a director of Petaquilla Minerals Ltd. and was also a director of
Chariot Resources Ltd. which was sold to China Sci Tech, a Hong Kong listed
company. Mr. Baxter was the Chairman of the Board of Marcobre S.A.C., a 100%
fully owned subsidiary of China Sci Tech, until September 2010. He was
President, director and Chief Operating Officer of Norsemont Mining Inc. until
March 2011 when the company was acquired by Hudbay Minerals. Mr. Baxter is also
a director of Pan Global Resources Inc, Indico Resources Limited and Prism
Resources Inc. Mr. Baxter has a Bachelor of Applied Science (Honours) degree
from the University of New South Wales and is a Fellow of the Australian
Institute of Mining and Metallurgy (FAusIMM).

33

---

Brian Kerznerhas over 27 years of experience as a
successful entrepreneur in retailing and real estate. Mr. Kerzner is the Founder
and President of Rocky Mountain Chocolate Factory Canada Inc., which operates
retail chocolate stores from coast to coast in Canada. He has been extensively
involved in providing seed capital for many successful public and private
companies in the resources, environmental and technology sectors. He is a member
of the BC childrens Hospital Circle of Care and is actively involved in many
other charitable organizations. Mr. Kerzner is an Honours graduate of the
University of Toronto Bachelor of Commerce (B.Com) program. He is also a
director of Pan Global Resources Inc. and Prism Resources Inc. and was a
director of Norsemont Mining Inc.

All of the Companys directors are also directors, officers or
shareholders of other companies that are engaged in the business of acquiring,
developing and exploiting natural resource properties including properties in
countries where we are conducting our operations. Such associations may give
rise to conflicts of interest from time to time. Such a conflict poses the risk
that we may enter into a transaction on terms which place us in a worse position
than if no conflict existed. Our directors are required by law to act honestly
and in good faith with a view to our best interests and to disclose any interest
which they may have in any project or opportunity of the company. However, each
director has a similar obligation to other companies for which such director
serves as an officer or director.

The following table identifies, as of May 27, 2016, the name of
each officer and director and any company (i) which employs such officer or
director, (ii) for which such officer or director currently serves as an officer
or director, or (iii) which is affiliated with such officer or director:

|Name of Director        | Name of Company                     | Description of Business | Position                 
|----------------------- | ----------------------------------- | ----------------------- | -------------------------
|Anton J.
      Drescher | Oculus VisionTech Inc.              | Video-on-Demand         | CFO, Secretary & Director
|                        | International Tower Hill Mines Ltd. | Natural resource        | Director                 
|                        | Trevali Mining Corporation          | Natural resource        | Director                 
|                        | Ravencrest Resources Inc.           | Natural resource        | CEO & Director           
|                        | Corvus Gold Inc.                    | Natural resource        | Director                 
|                        | River Wild Exploration Inc.         | Natural resource        | Director                 
|Carlos Ballon           | N/A                                 |                         |                          
|Rowland
      Perkins   | Corvus Gold Inc.                    | Natural resource        | Chairman & Director      
|                        | Oculus VisionTech Inc.              | Video-on-Demand         | President, CEO & Director
|                        | Strikepoint Gold Inc.               | Natural resource        | Director                 
|                        | River Wild Exploration Inc.         | Natural resource        | CFO & Director           
|Robert
      Baxter     | Pan Global Resources Inc.           | Natural resource        | Director                 
|                        | Prism Resources Inc.                | Natural resource        | President, CEO & Director
|                        | Indico Resources Ltd.               | Natural resource        | President, CEO & Director
|Brian
      Kerzner     | Pan Global Resources Inc.           | Natural resource        | Director                 
|                        | Prism Resources Inc.                | Natural resource        | Director                 
|                        | Indico Resources Ltd.               | Natural resource        | Director                 

|6. **B** | Compensation
|-------- | ------------

Executive Compensation

For the fiscal year ending January 31, 2016, the Company paid
or accrued an aggregate of $157,870 in cash compensation to directors and senior
management as a group.

Under applicable Canadian securities laws, the Company is
required to disclose the compensation paid to its Chief Executive Officer
(CEO) and Chief Financial Officer (CFO) and each
of the three most highly compensated executive officers, or individuals acting
in a similar capacity, as of the end of the Companys most recently completed
financial year, whose total compensation exceeded Cdn $150,000. In the case of
the Company, only the compensation of the individuals serving as CEO and CFO as
of the end of the Companys most recently completed financial year is
required to be disclosed (collectively, the CEO and CFO are referred to as the
NEOs). The following table sets out the compensation paid to the
NEOs for the fiscal years ended January 31, 2016, January 31, 2015 and January
31, 2014.

34

---

Name and principal
     position
    Fiscal
     YearEnded
    Salary
     (Cdn$)
    Share-
     basedawards(Cdn$)
    Option-
     basedawards(Cdn$)
    Non-equity incentive
     plan compensation(Cdn$)
    Pension
     value(Cdn$)
    All other
     compen-sation(Cdn$)
    Total
   compen-sation(Cdn$)Annualincentive
     plans
    Long-termincentive
   plans(1)Carlos Ballon(4)Current CEO and
      President
    2016
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    Nil
    NilRowland Perkins(2)Former
      Interim CEO andPresident
    201620152014
    NilNilNil
    NilNilNil
    NilNilNil
    NilNilNil
    NilNilNil
    NilNilNil
    NilNilNil
    NilNilNilAnton Drescher(3)CFO, Former InterimCEO and President
    201620152014
    42,00042,00042,000
    NilNilNil
    NilNilNil
    NilNilNil
    NilNilNil
    NilNilNil
    NilNilNil
    42,00042,00042,000


|(1) | "LTIP" or "long term incentive plan" means any plan that provides
      compensation intended to motivate performance to occur over a period
      greater than one fiscal year, but does not include option or share-based
      awards. The Company does not have any such plans.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Rowland Perkins was appointed as Interim CEO and President on March
      2, 2012 and resigned on August 24, 2015.                                                                                                                                                                 
|(3) | Anton Drescher was appointed Interim President and Chief Executive
      Officer of the Company on October 31, 2011 and resigned as on March 2,
      2012 and was concurrently appointed as CFO.                                                                                  
|(4) | Carlos Ballon was appointed as CEO and President on August 24,
      2015.                                                                                                                                                                                                         

During the fiscal year ended January 31, 2016, no incentive stock options
were granted to the Named Executive Officers.

The Company had no stock option exercises during the fiscal
year ended January 31, 2016 by the NEOs and there are currently no outstanding
stock options in the Company.

The Company does not provide retirement benefits for directors
or senior management.

Director Compensation

Except as noted below, the Company had no arrangements,
standard or otherwise, pursuant to which directors were compensated by the
Company for their services in their capacity as directors, or for committee
participation, involvement in special assignments or for services as a
consultant or expert during the fiscal year ended January 31, 2016.

On December 1, 2008, the Board approved the payment of an
annual retainer and meeting fees to the directors who are not also executive
officers of the Company, in recognition of the fact that service as a director
in an active resource exploration company such as the Company requires a
significant commitment of time and effort, as well as the assumption of
increasing liability. Directors who were not executive officers and did not
receive any consulting fees from the Company received a monthly retainer fee of
$2,000 ($24,000 per annum), plus an additional fee of $500 per Board or
committee meeting attended in person or by conference telephone, with no
additional compensation paid with respect to committee membership. Commencing
July 2011, in effort to reduce costs of the Company the directors fees were
reduced to $Nil until further notice.

Directors who are not also executive officers are also eligible
to receive incentive stock options. No incentive stock options were granted
during the financial year ended January 31, 2016 to the directors of the Company
who were not executive officers.

35

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|6. **C** | Board Practices
|-------- | ---------------

The Board is elected at each annual general meeting of the
shareholders. Each director elected will hold office until the next annual
meeting or until his successor is duly elected or appointed, unless his office
is earlier vacated in accordance with the BCBCA. See Item 6.A  Directors and
Senior Management - for dates directors were first elected to the Board. No
director has a service contract with the Company or any of its subsidiaries
providing for benefits upon termination of employment.

Audit Committee

The following directors are on the Audit Committee:

Anton J. DrescherRobert
BaxterBrian Kerzner

At the Board of Directors meeting following each annual general
meeting, the directors must elect an audit committee to hold office until the
next annual general meeting consisting of no fewer than three directors, of whom
a majority must not be officers or employees or a control person, of the
Company or of any affiliate or associate of the Company. A control person
means any person that holds or is one of a combination of persons that holds a
sufficient number of securities of the Company so as to affect materially the
control of the Company or that holds 20% or more of the voting securities of the
Company.

The primary duties and responsibilities of the Audit Committee
are to:

| |  | Serve as an independent and objective party to monitor
      the financial reporting process and the system of internal controls of the
      Company.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                       
| |  | Monitor the independence and performance of the auditor
      of the Company (the Auditor) and the internal audit
      function of the Company.    
| |   |                                                                                                                                                       
| |  | Provide an open avenue of communication among the
      Auditor, financial and senior management and the Board of Directors.                          

Before a financial statement that is to be submitted to an
annual general meeting is considered by the directors, it must be submitted to
the Audit Committee for review, and the report of the Audit Committee on the
financial statements must be submitted to the directors thereafter.

The Company has no compensation or remuneration committee.

|6. **D** | Employees
|-------- | ---------

As at January 31, 2016, the Company had no employees. The
Company retains consultants to perform administrative and financial
accounting/bookkeeping services. The Company did not employ temporary employees
during the fiscal year.

36

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|6. **E** | Share Ownership
|-------- | ---------------

The following table sets out the beneficial ownership of Common
Shares by the Companys directors and NEOs listed in Item 6.B as of May 27,
2016.

Name
    Common Shares Beneficially Owned(1)
    Percentage of Class(2)Anton J. Drescher
    65,872
    1.47%Carlos Ballon
    (3)515,892
    11.49%Rowland Perkins
    600
    0.01%Robert Baxter
    Nil
    N/ABrian Kerzner
    Nil
    N/AAll Executive Officers and Directors as a
      Group
    600,725
13.37%


|(1) | The Company currently has no outstanding stock options.                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Percentages are based on 4,491,518 Common Shares outstanding as of
      May 27, 2016.                                                                                                                                                                                       
|(3) | Of the shares held by Mr. Ballon, 265,080 are held directly and
      250,812 are held indirectly through Sudamerica de Metals Peru S.A. (as to
      112,500 shares), Minera Pampa de Oro (as go 112,500 shares), and Minera
      Koripampa del Peru (as to 25,812 shares).

Incentive Stock Option Plan

At the annual general meeting held on July 30, 2008, the
shareholders approved the 2008 Stock Option Plan of the Company (the
Plan).

The purpose of the Plan is to recognize contributions made by
directors, officers, consultants and employees of the Company and to provide for
an incentive for their continuing relationship with the Company.

Pursuant to the policies of the TSX.V, we must seek shareholder
approval for the Plan at each annual meeting as the Plan is considered a
rolling plan. The Plan was ratified by shareholders at the annual meeting held
on September 27, 2013.

The material terms of the Plan are as follows:

|1. | Options may be granted to directors, officers, employees and
      consultants of, and to the employees of companies providing management
      services to, the Company and its affiliates.                                                                                      
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                   
|2. | The aggregate number of shares which may be issued pursuant to options
      granted under the Plan, unless otherwise approved by shareholders, may not
      exceed that number which is equal to 10% of the Common Shares issued and
      outstanding at the time of the grant.
|   |                                                                                                                                                                                                                                                                                   
|3. | The number of Common Shares subject to each option will be determined
      by the Board, or a duly appointed committee of the Board, provided that
      the aggregate number of shares reserved for issuance pursuant to options
      granted to:                              

| | (a) | any one person in any twelve month period may not exceed 5% of the
      issued Common Shares;                             
| | --- | ---------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                            
| | (b) | insiders (directors or officers) during any 12 month period may not
      exceed 10% of the Companys issued Common Shares;

37

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| | (c) | issued to any one insider and his or her associates within any 12
      month period may not exceed 5% of the Companys issued Common Shares;                                                                                                                                                                                    
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (d) | any one individual during any 12 month period may not exceed 5% of the
      Companys issued Common Shares;                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (e) | any one consultant during any 12 month period may not exceed 2% of the
      Companys issued Common Shares; and                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                  
| | (f) | all persons employed to provide investor relations activities (as a
      group) may not exceed 2% of the Companys issued Common Shares during any
      12 month period; in each case calculated as at the date of grant of the
      option, including all other Common Shares under option to such person at
      that time.

|4. | The exercise price of an option may not be set at less than the
      minimum price permitted by the TSX.V (currently the closing price of the
      Common Shares on the TSX.V on the day prior to an option grant less the
      maximum discount permitted by the TSX.V).                                                                                                                                                                                   
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|5. | Options may be exercisable for a period of up to five years from the
      date of grant.                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6. | The options are non-assignable and non-transferable. The options can
      only be exercised by the optionee as long as the optionee remains an
      eligible optionee pursuant to the Plan or within a period of not more than
      90 days after ceasing to be an eligible optionee (30 days in the case of a
      person engaged in investor relations activities) or, if the optionee dies,
      within one year from the date of the optionees death.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7. | Options granted to consultants engaged to perform investor relations
      activities must be subject to a vesting requirement, whereby such options
      will vest over a period of not less than 12 months, with a maximum of 25%
      vesting in any 3 month period.                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|8. | On the occurrence of a takeover bid, issuer bid or going private
      transaction, the Board will have the right to accelerate the date on which
      any option becomes exercisable.                                                                                                                                                                                                                                                                        

As of May 27, 2016, there were no stock options outstanding;
however, the Company may in the future grant options to eligible participants in
accordance with the Plan. Based on the outstanding Common Shares, as at May 27,
2016, options with respect to 449,151 Common Shares are available for grant
under the Plan.

There are currently no stock options held by our NEOs and
directors listed in Item 6.B as of May 27, 2016.

|ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY
      TRANSACTIONS
|------- | -------------------------------------------------------

|7. **A** | Major Shareholders
|-------- | ------------------

As at May 27, 2016, to the knowledge of management, the
following shareholders are the only persons who beneficially own 5% or more of
the issued and outstanding Common Shares:

Identity of Person or Group
    No. of Shares
     Beneficially
    Percent of Class(1)Carlos Ballon
    515,892
11.49%


| | (1) | Percentages are based on 4,491,518 Common Shares outstanding as of
      May 27, 2016.
| | --- | --------------------------------------------------------------------------------------

38

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| | (2) | Of the shares held by Mr. Ballon, 265,080 are held directly and
      250,812 are held indirectly through Sudamerica de Metals Peru S.A. (as to
      112,500 shares), Minera Pampa de Oro (as go 112,500 shares), and Minera
      Koripampa del Peru (as to 25,812 shares).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

None of the shareholders disclosed above have any voting rights
with respect to their respective Common Shares that are different from any other
holder of Common Shares. All of the Common Shares, both issued and unissued, are
shares of the same class and rank equally as to dividends, voting powers and
participation of powers. Accordingly, there are no special voting powers held by
the Companys major shareholders.

As of May 27, 2016, there were 4,491,518 Common Shares issued
and outstanding. The Companys shareholder list as provided by Computershare
Investor Services, Inc., the Companys registrar and transfer agent, indicates
that the Company had 23 registered shareholders owning Common Shares, of which
15 of these registered shareholders, holding approximately 1,253,073 (27.90%)
Common Shares are residents of the United States and 8 of these registered
shareholders, holding approximately 3,238,445 (72.10%) Common Shares, are
residents of Canada.

Control by Foreign Government or Other Persons

To the best of our knowledge, the Company is not directly or
indirectly owned or controlled by another corporation, any foreign government,
or any other natural or legal person, severally or jointly.

Change of Control

As of the date of this Annual Report, there are no arrangements
known to us which may at a subsequent date result in a change of control.

|7. **B** | Related Party Transactions
|-------- | --------------------------

Except as noted below, there have been no transactions or loans
since February 1, 2011 which are material to the Company or a related party, or
are unusual in their nature or conditions, and have been entered into, or are
proposed to be entered into, between the Company and (a) enterprises that
directly or indirectly through one or more intermediaries, control or are
controlled by, or are under common control with, the Company; (b) associates;
(c) individuals owning, directly or indirectly, an interest in the voting power
of the Company that gives them significant influence over the Company, and close
members of any such individuals family; (d) key management personnel, that is,
those persons having authority and responsibility for planning, directing and
controlling the activities of the Company, including directors and senior
management of the Company and close members of such individuals families; and
(e) enterprises in which a substantial interest in the voting power is owned,
directly or indirectly, by any person described in (c) or (d) or over which such
a person is able to exercise significant influence. This includes enterprises
owned by directors or major shareholders of the Company and enterprises that
have a member of key management in common with the Company. Close members of an
individuals family are those that may be expected to influence, or be
influenced by, that person in their dealings with the Company. An associate is
an unconsolidated enterprise in which the Company has a significant influence or
which has significant influence over the Company. Significant influence over an
enterprise is the power to participate in the financial and operating policy
decisions of the enterprise but is less than control over those policies.
Shareholders beneficially owning a 10% interest in the voting power of the
Company are presumed to have a significant influence on the company.

|1. | Pursuant to an oral agreement, effective as and from December 1, 2008,
      the Company retained Acuitas Consulting Ltd. Inc.
      (Acuitas), a company controlled by Keith Henderson, the
      former President and Chief Executive Officer and former director of the
      Company, to provide management services to the Company comprised of all
      duties and responsibilities performed by Mr. Henderson as President and
      Chief Executive Officer of the Company, at a fee of $12,000 per
  month. This fee was increased to $16,600 effective March 1,
2009. The arrangement terminated effective October 31, 2011.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

39

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|2. | Pursuant to an oral agreement, effective as and from August 1, 2008,
      the Company retained Winslow Associates Management & Communications
      Inc. (Winslow), a company controlled by Michael W. Kinley,
      the former Chief Financial Officer of the Company from July 30, 2008 to
      July 12, 2011, to provide financial services to the Company comprised of
      all duties and responsibilities performed by Mr. Kinley as Chief Financial
      Officer of the Company, at a fee of $5,000 per month. The arrangement
      terminated effective August 1, 2011.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | Pursuant to an oral agreement, effective as and from July 12, 2011,
      the Company retained Anna Ladd, the former Chief Financial Officer of the
      Company from July 12, 2011, to provide financial services to the Company
      comprised of all duties and responsibilities performed by Ms. Ladd as
      Chief Financial Officer of the Company, at a fee of $2,500 per month. The
      arrangement terminated effective March 2, 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4. | Pursuant to an oral agreement, effective as of and from October 1,
      2008, the Company leased office space and received administrative services
      from Cardero Resource Corp. (Cardero), a company with a
      former officer (Marla Ritchie) in common with the Company. Under the
      lease, the Company was obligated to pay $4,306 per month in rent (plus
      utilities). The term of the lease commenced April 1, 2011 and was
      terminable by either party with 30 days notice. The lease was terminated
      as of October 1, 2013. Other administrative services were provided upon
      request, and invoiced at cost. During the financial year ended January 31,
      2014, office and miscellaneous expenses of $20,331 (2013 - $56,049, 2012 -
      $139,390), professional fees of $Nil (2013 - $28,080, 2012  $21,840),
      regulatory expenses of $Nil (2013  $3,950, 2012 - $3,950), consulting
      fees of $Nil (2013 - $2,857, 2012 - $3,000), travel and promotion expenses
      of $2,791 (2013 - $27,190, 2012 - $69,112) pursuant to the terms of this
      agreement.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|5. | Pursuant to an oral agreement, effective as and from July 20, 2010,
      the Company retained Carlos Ballon, who is a director of the Company, to
      provide consulting services to the Company at a fee of US$15,000 (reduced
      to US$7,500 on July 1, 2011) per month. Pursuant to the agreement, Mr.
      Ballon serves as the general manager of the Companys Peruvian operations.
      The arrangement is without a fixed term, and terminable by either party on
      30 days notice. During the financial year ended January 31, 2016, the
      Company paid or accrued to Mr. Ballon an aggregate of $115,870 (2015 -
      $100,459, 2014 - $93,384).                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6. | Pursuant to an oral agreement, effective as and from November 1, 2011,
      the Company retained Anton Drescher, the former Interim President and
      Chief Executive Officer, and current Chief Financial Officer and a
      director of the Company, to provide management services to the Company
      comprised of all duties and responsibilities performed by Mr. Drescher as
      President and Chief Executive Officer of the Company, at a fee of $8,300
      per month. The arrangement terminated effective March 2, 2012.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|7. | Pursuant to an oral agreement, effective as and from March 2, 2012,
      the Company retained Anton Drescher, Chief Financial Officer and a
      director of the Company, to provide management services to the Company
      comprised of all duties and responsibilities performed by Mr. Drescher as
      Chief Financial Officer of the Company, at a fee of $3,500 per month. The
      arrangement is without a fixed term, and is terminable by either party on
      30 days notice. During the financial year ended January 31, 2016, the
      Company paid or accrued to Mr. Drescher an aggregate of $42,000 (2015 -
      $42,000, 2014 - $30,000).                                                                                                                                                                                                                                                                                                                                                                                                                                                          

40

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|8. | During the financial year ended January 31, 2016, a total of $Nil was
      paid and/or accrued to John Drobe, the Companys former VP of
      Exploration, for consulting fees for geological consulting services (2015
      - $Nil, 2014 - $14,500).                                                                                                       
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                
|9. | During the financial year ended January 31, 2016, a total of $Nil was
      paid to Wiklow Corporate Services Inc., a company owned by Donna M.
      Moroney, the former Corporate Secretary of the Company for consulting fees
      related to corporate secretarial and accounting services provided to the
      Company (2015 - $18,000, 2014 - $14,100).

|7. **C** | Interests of Experts and Counsel
|-------- | --------------------------------

Not applicable.

|ITEM 8. | FINANCIAL INFORMATION
|------- | ---------------------

|8. **A** | Consolidated Statements and Other Financial Information
|-------- | -------------------------------------------------------

See the Companys audited consolidated financial statements as
of January 31, 2016 and 2015 and for the fiscal years ended January 31, 2016,
2015 and 2014, together with the notes thereto, attached to this annual report.

The Company is not aware of any current or pending material
legal or arbitration proceeding to which we are or are likely to be a party or
of which any of our properties are or are likely to be the subject.

The Company is not aware of any material proceeding in which
any director, senior manager or affiliate is either a party adverse to us or our
subsidiaries or has a material interest adverse to us.

The Company has not declared or paid any cash dividends on our
capital stock. The Company does not currently expect to pay cash dividends in
the foreseeable future.

|8. **B** | Significant Changes
|-------- | -------------------

On October 23, 2013, the Company completed an alteration of its
share capital by consolidating its issued common share capital on the basis of
one new share for every twenty hold shares, thereby reducing the Companys
issued and outstanding Common Shares from 89,830,376 to 4,491,518 Common Shares.

|ITEM 9. | THE OFFER AND LISTING
|------- | ---------------------

|9. **A** | Offer and Listing Details
|-------- | -------------------------

The following table discloses the annual high and low sales
prices in Canadian dollars for our Common Shares for the five (5) most recent
financial years as traded on the TSX Venture Exchange (TSX.V):

Year
    High$
    Low$2016 (1)
    0.10
    0.032015 (1)
    0.10
    0.042014 (1)
    0.15
    0.0052013 (1)
    0.095
    0.012012
    1.19
0.06


41

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| | (1) | Effective October 23, 2013, the Company consolidated its issued
      common share capital on the basis of one new share for every twenty old
      shares.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

The following table discloses the high and low sales prices in
Canadian dollars for our Common Shares for each quarterly period within the two
most recent fiscal years and any subsequent quarterly period as traded on the
TSX.V:

Quarter Ended
    High$
    Low$April 30, 2016 (1)
    0.04
    0.04January 31, 2016 (1)
    0.03
    0.03October 31, 2015 (1)
    0.05
    0.05July 31, 2015 (1)
    0.07
    0.07April 30, 2015 (1)
    0.08
    0.03January 31, 2015 (1)
    0.06
    0.03October 31, 2014 (1)
    0.06
    0.05July 31, 2014 (1)
    0.08
    0.06April 30, 2014 (1)
    0.15
0.06


| | (1) | Effective October 23, 2013, the Company consolidated its issued
      common share capital on the basis of one new share for every twenty old
      shares.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

The following table discloses the monthly high and low sales
prices in Canadian dollars for our Common Shares for the most recent six months
as traded on the TSX.V:

Month
    High$
    Low$May 2016
    0.04
    0.04April 2016
    0.04
    0.04March 2016
    0.05
    0.04February 2016
    0.05
    0.03January 2016
    0.03
    0.03December 2016
    0.05
0.03


|9. **B** | Plan of Distribution
|-------- | --------------------

Not applicable.

|9. **C** | Markets
|-------- | -------

The Companys Common Shares are listed on the TSX.V, under the
trading symbol XIA. There are currently no restrictions on the
transferability of these shares under Canadian securities laws. We are also
quoted on the Berlin Stock Exchange  Unofficial Regulated Market and the
Frankfurt Stock Exchange under the symbol DO5.

|9. **D** | Selling Shareholders
|-------- | --------------------

Not applicable.

42

---

|9.E | Dilution
|--- | --------

Not applicable.

|9.F | Expenses of the Issue
|--- | ---------------------

Not applicable.

|ITEM 10. | ADDITIONAL INFORMATION
|-------- | ----------------------

|10.A | Share Capital
|---- | -------------

Not applicable.

|10.B | Memorandum and Articles of
Association
|---- | --------------------------------------

Effective August 21, 2006, we continued our jurisdiction of
incorporation into British Columbia from Wyoming. Our new form of Articles, as
approved by our shareholders at our annual meeting held on August 9, 2006
(adjourned from July 17, 2006), were adopted on the date of continuation.

Under the BCBCA we are permitted to conduct any lawful business
that we are not restricted from conducting by our Articles, which does not
contain any restriction on the business we may conduct.

A director who, in any way, directly or indirectly, is
interested in a proposed contract or transaction with us must disclose in
writing the nature and extent of the director's interest at a meeting of
directors and abstain from voting on approval of the matter. Our Articles permit
an interested director to be counted in the quorum and the BCBCA provides that a
director of a company is not deemed to be interested in a proposed contract or
transaction merely because the proposed contract or transaction relates, among
other things, to an indemnity, liability insurance or the remuneration of a
director in that capacity. Hence, directors can vote compensation to themselves
or any of their members. The board of directors has the power to borrow, issue
debt obligations and to charge our assets on the terms and conditions they
consider appropriate, provided only that such power is exercised bona fide and
in our best interests. There is no mandatory retirement age for directors. A
director is not required to have any share qualification.

The Company has only one class of Common Shares, without any
special rights or restrictions. The dividend entitlement of a shareholder of
record is fixed at the time of declaration by the board of directors. A vested
dividend entitlement does not lapse, but unclaimed dividends are subject to a
statutory six year contract debts limitation. Each common share is entitled to
one vote on the election of each director. There are no cumulative voting
rights, in consequence of which a simple majority of votes at the annual meeting
can elect all of our directors. Each common share carries with it the right to
share equally with every other common share in dividends declared and in any
distribution of our surplus assets after payment to creditors on any winding up,
liquidation or dissolution. There are no sinking fund provisions. All Common
Shares must be fully paid prior to issue and are thereafter subject to no
further capital calls by us. There exists no discriminatory provision affecting
any existing or prospective holder of Common Shares as a result of such
shareholder owning a substantial number of shares.

Under the BCBCA, the rights of shareholders may be changed only
by the shareholders passing a special resolution approved by 2/3 of the votes
cast at a special meeting of shareholders, the notice of which is accompanied by
an information circular describing the proposed action and its effect on the
shareholders.

The Board of Directors must call an annual general meeting once
in each calendar year and not later than 15 months after the last such meeting.
The Board may call an extraordinary general meeting at any time.

43

---

Notice of such meetings must be accompanied by an information
circular describing the proposed business to be dealt with and making
disclosures as prescribed by statute. A shareholder or shareholders having in
the aggregate 5% of our issued shares may requisition a meeting and the Board is
required to hold such meeting within four months of such requisition. Admission
to such meetings is open to registered shareholders and their duly appointed
proxies. Others may be admitted subject to the pleasure of the meeting.

The Companys Notice of Articles and Articles contain no
limitations on the rights of non-resident or foreign shareholders to hold or
exercise rights on our shares. Except for the Investment Canada Act,
which requires certain transactions to be approved by the Minister of Industry
and/or the Minister of Canadian Heritage as being of net benefit to Canada
before they may proceed, there is no limitation at law upon the right of a
non-resident to hold shares in a Canadian company.

There are no provisions in our Articles that would have an
effect of delaying, deferring or preventing a change in control and that would
operate only with respect to a merger, acquisition or corporate restructuring
involving us or any of our subsidiaries.

There is no provision in our Articles setting a threshold or
requiring or governing disclosure of shareholder ownership above any level.
Securities Acts, regulations and the policies and rules thereunder in the
Provinces of Alberta and British Columbia and in the United States, where we are
a reporting company, require any person holding or having beneficial ownership
or control or direction of more than 10% of our issued shares to file insider
and other reports disclosing such share holdings.

|10.**C** | Material Contracts
|-------- | ------------------

Each of the following material contracts to which the Company
has been a party for the two years immediately preceding the publication of this
annual report is listed as an exhibit to this annual report and is summarized
elsewhere herein:

|1. | Royalty Purchase Agreement between the Company and
      Franco-Nevada Corporation dated July 18, 2008, as amended March 30,
      2009.                                                                                                                                                                                                                                                                                  
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                           
|2. | Royalty Purchase Agreement between the Company and
      Franco-Nevada Corporation dated June 22, 2012.                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                           
|3. | Option Agreement dated September 16, 2011 with Sociedad
      Minera de Responsabilidad Limitada La Luminose de Cajamarca (Luminosa),
      whereby the Company was granted an option to acquire a 100% interest in
      the Deborah Gold property, Cajamarca, Peru. The Company can acquire a 100%
      interest in the property in exchange for cumulative payments of
      US$6,000,000 over a minimum of 5 years.

|10.D | Exchange Controls
|---- | -----------------

There are no governmental laws, decrees or regulations in
Canada relating to restrictions on the export or import of capital, or affecting
the remittance of interest, dividends or other payments to non-resident holders
of our common stock. See Taxation below.

|10.E | Taxation
|---- | --------

Material Canadian Federal Income Tax
Considerations

The following is a summary of the material anticipated tax
consequences of an investment by an investor not resident or deemed resident in
Canada, under Canadian tax laws and any applicable bilateral income treaty. This summary does not apply to an investor that carries
on, or is deemed to carry on, an insurance business in Canada or elsewhere or an
authorized foreign bank as defined in the Income Tax Act (Canada).

44

---

The discussion of Canadian federal income considerations is not
exhaustive of all possible Canadian federal income tax considerations and does
not take into account provincial, territorial or foreign tax considerations. It
is not intended to be, nor should it be construed to be, legal or tax advice to
any particular holder of Common Shares. Prospective purchasers of our Common
Shares, including nonresident insurers carrying on business in Canada, are
advised to consult with their advisors about the income tax consequences to them
of an acquisition of Common Shares. The discussion of Canadian federal income
considerations assumes that holders of Common Shares hold their Common Shares as
capital property, deal at arm's length and are not affiliated with us, are not
"financial institutions" or

"specified financial institutions" as defined in the
Income Tax Act, an interest in which would be a "tax shelter
investment" as defined in the Income Tax Act, has not made an
election under the Income Tax Actto determine their Canadian tax results
in a foreign currency and do not use or hold their Common Shares in, or in the
course of, carrying on a business in Canada and has not acquired them in one or
more transactions considered to be an adventure in the nature of trade. The
discussion of Canadian federal income considerations is based on the current
provisions of the Income Tax Act and the regulations under the Income
Tax Act, all proposed amendments to the Income Tax Act and the
Act regulations announced by the Minister of Finance (Canada) as at the
date hereof, the current administrative policies and assessing practices of the
Canada Revenue Agency, and the current provisions of the published
Canada-United States Tax Convention (1980). It has been assumed that any
proposed amendments to the Income Tax Act and the regulations thereto
will be enacted in substantially their present form. This discussion does not
take into account or anticipate any change in law, administrative policy or
assessing practice, whether by legislature, regulatory, administrative,
governmental or judicial decision or action, nor does it take into account the
tax laws of any province or territory in Canada or of any jurisdiction outside
of Canada, which may differ significantly from the Canadian Federal income tax
considerations discussed therein.

The anticipated tax consequences may change, and any change may
be retroactively effective. If so, this summary may be affected. Further, any
variation or difference from the facts or representations recited here, for any
reason, might affect the following discussion, perhaps in an adverse manner, and
make this summary inapplicable.

Dividends on our Common Shares

Under the Income Tax Act, amounts paid or credited on
account or in lieu of payment of, or in satisfaction of, dividends, including
stock dividends, to holders of our Common Shares that are resident in a country
other than Canada will be subject to Canadian withholding tax of 25% of the
amount of the dividend. The rate of withholding tax may be reduced in accordance
with the terms of a bilateral income tax treaty between Canada and the country
in which a holder of Common Shares is resident.

Under the Canada-United States Tax Convention (1980),
when the recipient of a dividend on the Common Shares is the beneficial owner of
the dividend, does not have a "permanent establishment" in Canada, and is
considered to be a resident of the United States and a "qualifying person" under
the Canada-United States Tax Convention (1980), the rate of Canadian
withholding tax on the dividends will generally be reduced to 15% of the gross
amount of the dividends or, if the recipient is a corporation which owns at
least 10% of our voting stock, to 5% of the gross amount of the dividends.
Dividends paid or credited to a holder that is a United States tax-exempt
organization, as described in Article XXI of the Canada-United States Tax
Convention (1980), will not have to pay the Canadian withholding tax.

45

---

Disposition of Common Shares

A holder of Common Shares will not be required to pay tax for a
capital gain on the disposition of a common share unless the common share is
"taxable Canadian property" of the holder as defined by the

Income Tax Act, and no relief is afforded under the
Canada-United States Tax Convention (1980). A common share will generally
be taxable Canadian property to a holder if the common share is listed on a
designated stock exchange within the meaning of the Income Tax Act (which
includes the TSX.V) and at any particular time during the 60-month period that
ends at that time (i) the holder, or persons with whom the holder did not deal
at arm's length (within the meaning of the Income Tax Act), or any
combination of these parties, owned 25% or more of the issued shares of any
class of our shares, and (ii) more than 50% of the fair market value of the
shares was derived directly or indirectly from one or any combination of real or
immovable property situated in Canada, Canadian resource properties, timber
resource properties (each as defined in the Income Tax Act and options
in respect of or interests in, or for civil law rights in any such properties.
Where a common share is taxable Canadian property to a U.S. resident holder who
is a "qualifying person" for purposes of the Canada-United States Tax
Convention (1980) it will generally exempt such holder from tax on the
disposition of the common share provided its value is not, at the time of the
disposition, derived principally from real property situated in Canada. This
relief under the Canada-United States Tax Convention (1980) may not be
available to a U.S. resident holder who had a "permanent establishment"
available in Canada during the 12 months immediately preceding the disposition
of the common share where the common share constitutes business property and
where any gain on the disposition of the share is attributable to such permanent
establishment.

Under the Income Tax Act, the disposition of a common
share by a holder may occur in a number of circumstances including on a sale or
gift of the share or upon the death of the holder. There are no Canadian federal
estate or gift taxes on the purchase or ownership of the Common Shares.

Repurchase of Common Shares

If we repurchase our Common Shares from a holder of our Common
Shares (other than a purchase of Common Shares on the open market in a manner in
which shares would be purchased by any member of the public in the open market),
the amount paid by us that exceeds the "paid-up capital" of the shares
purchased will be deemed by the Income Tax Act to be a dividend paid by
us to the holder of our Common Shares. The paid-up capital of our Common Shares
may be less than the holder's cost of its Common Shares. The tax treatment of
any dividend received by a holder of our Common Shares has been described above
under "Dividends on our Common Shares."

A holder of our Common Shares will also be considered to have
disposed of its Common Shares purchased by us for proceeds of disposition equal
to the amount received or receivable by the holder on the purchase, less the
amount of any dividend as described above. As a result, the holder of our Common
Shares will generally realize a capital gain (or capital loss) equal to the
amount by which the proceeds of disposition, net of any costs of disposition and
adjusted for any deemed dividends, exceed (or are exceeded by) the adjusted cost
base of these shares. The tax treatment of any capital gain or capital loss has
been described above under "Disposition of Common Shares."

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary of certain U.S. federal
income tax considerations applicable to a U.S. Holder (as defined below) arising
from and relating to the acquisition, ownership, and disposition of Common
Shares.

This summary is for general information purposes only and does
not purport to be a complete analysis or listing of all potential U.S. federal
income tax considerations that may apply to a U.S. Holder arising from and
relating to the acquisition, ownership, and disposition of Common Shares. In
addition, this summary does not take into account the individual facts and
circumstances of any particular U.S. Holder that may affect the U.S. federal
income tax consequences to such U.S. Holder, including specific tax consequences
to a U.S. Holder under an applicable tax treaty. Accordingly,
this summary is not intended to be, and should not be construed as, legal or
U.S. federal income tax advice with respect to any U.S. Holder. Each U.S. Holder
should consult its own tax advisor regarding the U.S. federal, U.S. federal
alternative minimum, U.S. federal estate and gift, U.S. state and local, and
foreign tax consequences relating to the acquisition, ownership and disposition
of Common Shares.

46

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No legal opinion from U.S. legal counsel or ruling from the
Internal Revenue Service (the IRS) has been requested, or will be obtained,
regarding the U.S. federal income tax consequences of the acquisition,
ownership, and disposition of Common Shares. This summary is not binding on the
IRS, and the IRS is not precluded from taking a position that is different from,
and contrary to, the positions taken in this summary. In addition, because the
authorities on which this summary is based are subject to various
interpretations, the IRS and the U.S. courts could disagree with one or more of
the positions taken in this summary.

Scope of this Summary

Authorities

This summary is based on the Internal Revenue Code of 1986, as
amended (the Code), Treasury Regulations (whether final, temporary, or
proposed), published rulings of the IRS, published administrative positions of
the IRS, the Convention Between Canada and the United States of America with
Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended
(the Canada-U.S. Tax Convention), and U.S. court decisions that are applicable
and, in each case, as in effect and available, as of the date of this document.
Any of the authorities on which this summary is based could be changed in a
material and adverse manner at any time, and any such change could be applied on
a retroactive or prospective basis which could affect the U.S. federal income
tax considerations described in this summary. This summary does not discuss the
potential effects, whether adverse or beneficial, of any proposed legislation
that, if enacted, could be applied on a retroactive or prospective basis.

U.S. Holders

For purposes of this summary, the term "U.S. Holder" means a
beneficial owner of Common Shares that is for U.S. federal income tax purposes:

| |  | an individual who is a citizen or resident of the U.S.;                                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                          
| |  | a corporation (or other entity taxable as a corporation
      for U.S. federal income tax purposes) organized under the laws of the
      U.S., any state thereof or the District of Columbia;                                                                                           
| |   |                                                                                                                                                                                                                                                                                          
| |  | an estate whose income is subject to U.S. federal income
      taxation regardless of its source; or                                                                                                                                                                                     
| |   |                                                                                                                                                                                                                                                                                          
| |  | a trust that (a) is subject to the primary supervision of
      a court within the U.S. and the control of one or more U.S. persons for
      all substantial decisions or (b) has a valid election in effect under
      applicable Treasury Regulations to be treated as a U.S. person.

Non-U.S. Holders

For purposes of this summary, a non-U.S. Holder is a
beneficial owner of Common Shares that is not a U.S. Holder. This summary does
not address the U.S. federal income tax consequences to non-U.S. Holders arising
from and relating to the acquisition, ownership, and disposition of Common
Shares. Accordingly, a non-U.S. Holder should consult its own tax advisor
regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal
estate and gift, U.S. state and local, and foreign tax consequences (including the potential application of and
operation of any income tax treaties) relating to the acquisition, ownership,
and disposition of Common Shares.

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U.S. Holders Subject to Special U.S. Federal Income Tax
Rules Not Addressed

This summary does not address the U.S. federal income tax
considerations applicable to U.S. Holders that are subject to special provisions
under the Code, including the following U.S. Holders: (a) U.S. Holders that are
tax-exempt organizations, qualified retirement plans, individual retirement
accounts, or other tax-deferred accounts; (b) U.S. Holders that are financial
institutions, underwriters, insurance companies, real estate investment trusts,
or regulated investment companies; (c) U.S. Holders that are broker-dealers,
dealers, or traders in securities or currencies that elect to apply a
mark-to-market accounting method; (d) U.S. Holders that have a functional
currency other than the U.S. dollar; (e) U.S. Holders that own Common Shares as
part of a straddle, hedging transaction, conversion transaction, constructive
sale, or other arrangement involving more than one position; (f) U.S. Holders
that acquired Common Shares in connection with the exercise of employee stock
options or otherwise as compensation for services; (g) U.S. Holders that hold
Common Shares other than as a capital asset within the meaning of Section 1221
of the Code (generally, property held for investment purposes); (h) partnerships
and other pass-through entities (and investors in such partnerships and
entities); or (i) U.S. Holders that own or have owned (directly, indirectly, or
by attribution) 10% or more of the total combined voting power of the
outstanding shares of the Company. This summary also does not address the U.S.
federal income tax considerations applicable to U.S. Holders who are: (a) U.S.
expatriates or former long-term residents of the U.S.; (b) persons that have
been, are, or will be a resident or deemed to be a resident in Canada for
purposes of the Income Tax Act; (c) persons that use or hold, will use or hold,
or that are or will be deemed to use or hold Common Shares in connection with
carrying on a business in Canada; (d) persons whose Common Shares constitute
taxable Canadian property under the Income Tax Act; or (e) persons that have a
permanent establishment in Canada for the purposes of the Canada-U.S. Tax
Convention. U.S. Holders that are subject to special provisions under the Code,
including U.S. Holders described immediately above, should consult their own tax
advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S.
federal estate and gift, U.S. state and local, and foreign tax consequences
relating to the acquisition, ownership and disposition of Common Shares.

If an entity that is classified as a partnership (or
pass-through entity) for U.S. federal income tax purposes holds Common Shares,
the U.S. federal income tax consequences to such partnership and the partners of
such partnership generally will depend on the activities of the partnership and
the status of such partners (or owners). This summary does not address the tax
consequences to any such partner. Partners of entities that are classified as
partnerships for U.S. federal income tax purposes should consult their own tax
advisor regarding the U.S. federal income tax consequences arising from and
relating to the acquisition, ownership, and disposition of Common Shares.

Tax Consequences Not Addressed

This summary does not address the, U.S. federal alternative
minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax
consequences to U.S. Holders of the acquisition, ownership, and disposition of
Common Shares. Each U.S. Holder should consult its own tax advisor regarding the
U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and
local, and foreign tax consequences of the acquisition, ownership, and
disposition of Common Shares.

Tax Status of the Company

On August 21, 2006, the Company continued from its
incorporation in the State of Wyoming to being a British Columbia, Canada
corporation. Section 7874 of the Code was enacted in 2004 to address
transactions whereby U.S. corporations migrate to a foreign jurisdiction to
avoid U.S. federal income tax. Section 7874(b) provides generally that a
corporation that migrates from the U.S. will nonetheless be considered a U.S. corporation and remain subject to U.S. tax on
its worldwide income unless the migrating entity has substantial business
activities in the foreign country to which it is migrating when compared to its
total business activities. The Company has taken the position that at the time
of its continuance to Canada, it had substantial business activities in Canada
when compared to its total business activities, and that Section 7874(b) of the
Code does not apply to cause the Company to be treated as a U.S. corporation and
be subject to U.S. income tax on its worldwide income. The position taken by the
Company may be challenged by U.S. tax authorities with the result that the
Company may be treated as a U.S. corporation and remain subject to U.S. federal
income tax on its worldwide income. In addition to U.S. income taxes, were
Section 7874(b) of the Code to apply to the Company, the Company could be
subject to penalties for failure to file U.S. tax returns, late fees, and
interest on past due taxes. The remainder of this summary assumes that Section
7874(b) of the Code does not apply to the Company.

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Passive Foreign Investment Company Rules

If the Company were to constitute a passive foreign investment
company under the meaning of Section 1297 of the Code (a PFIC, as defined
below) for any year during a U.S. Holders holding period, then certain
different and potentially adverse rules will affect the U.S. federal income tax
consequences to a U.S. Holder resulting from the acquisition, ownership and
disposition of Common Shares. In addition, in any year in which the Company
constitutes a PFIC, such holder would be required to file an annual report with
the IRS containing such information as Treasury Regulations and/or other IRS
guidelines may require U.S. Holders should consult their own tax advisors
regarding the requirements of filing such information returns under these rules,
including the requirement to file a IRS Form 8621.

PFIC Status of the Company

The Company generally will be a PFIC if, for a tax year, (a)
75% or more of the gross income of the Company for such tax year is passive
income (the income test) or (b) 50% or more of the value of the Companys
assets either produce passive income or are held for the production of passive
income, based on the quarterly average of the fair market value of such assets
(the asset test). Gross income generally includes all sales revenues less
the cost of goods sold, plus income from investments and from incidental or
outside operations or sources, and passive income generally includes, for
example, dividends, interest, certain rents and royalties, certain gains from
the sale of stock and securities, and certain gains from commodities
transactions.

Active business gains arising from the sale of commodities
generally are excluded from passive income if substantially all (85% or more) of
a foreign corporations commodities are stock in trade of such foreign
corporation or other property of a kind which would properly be included in
inventory of such foreign corporation, or property held by such foreign
corporation primarily for sale to customers in the ordinary course of business,
if such gains constitute more than 85% of the corporations total receipts and
certain other requirements are satisfied.

For purposes of the PFIC income test and asset test described
above, if the Company owns, directly or indirectly, 25% or more of the total
value of the outstanding shares of another corporation, the Company will be
treated as if it (a) held a proportionate share of the assets of such other
corporation and (b) received directly a proportionate share of the income of
such other corporation. In addition, for purposes of the PFIC income test and
asset test described above, passive income does not include any interest,
dividends, rents, or royalties that are received or accrued by the Company from
a related person (as defined in Section 954(d)(3) of the Code), to the extent
such items are properly allocable to the income of such related person that is
not passive income.

In addition, under certain attribution rules, if the Company is
a PFIC, U.S. Holders will be deemed to own their proportionate share of the
stock of any subsidiary of the Company which is also a PFIC (a Subsidiary
PFIC), and will be subject to U.S. federal income tax on their proportionate
share of (a) a distribution on the stock of a Subsidiary PFIC and (b) a
disposition or deemed disposition of the stock of a Subsidiary PFIC, both as if
such U.S. Holders directly held the stock of such Subsidiary PFIC.

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The Company believes that it constituted a PFIC during the tax
year ended January 31, 2013, and may be a PFIC in the current and future tax
years. The determination of whether any corporation was, or will be, a PFIC for
a tax year depends, in part, on the application of complex U.S. federal income
tax rules, which are subject to differing interpretations. In addition, whether
any corporation will be a PFIC for any tax year depends on the assets and income
of such corporation over the course of each such tax year and, as a result,
cannot be predicted with certainty as of the date of this document. Accordingly,
there can be no assurance that the IRS will not challenge any determination made
by the Company (or a Subsidiary PFIC) concerning its PFIC status or that the
Company (and each Subsidiary PFIC) was not, or will not be, a PFIC for any tax
year. Each U.S. Holder should consult its own tax advisor regarding the PFIC
status of the Company and each Subsidiary PFIC.

Default PFIC Rules Under Section 1291 of the Code

If the Company is a PFIC, the U.S. federal income tax
consequences to a U.S. Holder of the acquisition, ownership, and disposition of
Common Shares will depend on whether such U.S. Holder makes an election to treat
the Company and each Subsidiary PFIC as a qualified electing fund or QEF
under Section 1295 of the Code (a QEF Election) or a mark-to-market election
under Section 1296 of the Code (a Mark-to-Market Election). A U.S. Holder that
does not make either a QEF Election or a Mark-to-Market Election will be
referred to in this summary as a Non-Electing U.S. Holder.

A Non-Electing U.S. Holder will be subject to the rules of
Section 1291 of the Code with respect to (a) any gain recognized on the sale or
other taxable disposition of Common Shares and (b) any excess distribution
received on the Common Shares. A distribution generally will be an excess
distribution to the extent that such distribution (together with all other
distributions received in the current tax year) exceeds 125% of the average
distributions received during the three preceding tax years (or during a U.S.
Holders holding period for the Common Shares, if shorter).

Under Section 1291 of the Code, any gain recognized on the sale
or other taxable disposition of Common Shares, and any excess distribution
received on Common Shares, must be ratably allocated to each day in a
Non-Electing U.S. Holders holding period for the respective Common Shares. The
amount of any such gain or excess distribution allocated to the tax year of
disposition or distribution of the excess distribution and to years before the
entity became a PFIC, if any, would be taxed as ordinary income. The amounts
allocated to any other tax year would be subject to U.S. federal income tax at
the highest tax applicable to ordinary income in each such year, and an interest
charge would be imposed on the tax liability for each such year, calculated as
if such tax liability had been due in each such year. A Non-Electing U.S. Holder
that is not a corporation must treat any such interest paid as personal
interest, which is not deductible.

If the Company is a PFIC for any tax year during which a
Non-Electing U.S. Holder holds Common Shares, the Company will continue to be
treated as a PFIC with respect to such Non-Electing U.S. Holder, regardless of
whether the Company ceases to be a PFIC in one or more subsequent tax years. A
Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to
recognize gain (which will be taxed under the rules of Section 1291 of the Code
discussed above) as if such Common Shares were sold on the last day of the last
tax year for which the Company was a PFIC.

QEF Election

A U.S. Holder that makes a QEF Election for the first tax year
in which its holding period of its Common Shares begins, generally, will not be
subject to the rules of Section 1291 of the Code discussed above with respect to
its Common Shares. However, a U.S. Holder that makes a QEF Election will be
subject to U.S. federal income tax on such U.S. Holders pro rata share of
(a) the net capital gain of the Company, which will be taxed as long-term
capital gain to such U.S. Holder, and (b) the ordinary earnings of the Company,
which will be taxed as ordinary income to such U.S. Holder. Generally, net
capital gain is the excess of (a) net long-term capital gain over (b) net
short-term capital loss, and ordinary earnings are the excess of (a) earnings
and profits over (b) net capital gain. A U.S. Holder that makes a QEF Election
will be subject to U.S. federal income tax on such amounts for each tax year in
which the Company is a PFIC, regardless of whether such amounts are actually
distributed to such U.S. Holder by the Company. However, for any tax year in
which the Company is a PFIC and has no net income or gain, U.S. Holders that
have made a QEF Election would not have any income inclusions as a result of the
QEF Election. If a U.S. Holder that made a QEF Election has an income inclusion,
such a U.S. Holder may, subject to certain limitations, elect to defer payment
of current U.S. federal income tax on such amounts, subject to an interest
charge. If such U.S. Holder is not a corporation, any such interest paid will be
treated as personal interest, which is not deductible.

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A U.S. Holder that makes a QEF Election generally (a) may
receive a tax-free distribution from the Company to the extent that such
distribution represents earnings and profits of the Company that were
previously included in income by the U.S. Holder because of such QEF Election
and (b) will adjust such U.S. Holders tax basis in the Common Shares to reflect
the amount included in income or allowed as a tax-free distribution because of
such QEF Election. In addition, a U.S. Holder that makes a QEF Election
generally will recognize capital gain or loss on the sale or other taxable
disposition of Common Shares.

The procedure for making a QEF Election, and the
  U.S. federal income tax consequences of making a QEF Election, will depend on
  whether such QEF Election is timely. A QEF Election will be treated as timely
  if such QEF Election is made for the first year in the U.S. Holders holding
  period for the Common Shares in which the Company was a PFIC. A U.S. Holder may
  make a timely QEF Election by filing the appropriate QEF Election documents at
  the time such U.S. Holder files a U.S. federal income tax return for such year.

A QEF Election will apply to the tax year for which such QEF
Election is made and to all subsequent tax years, unless such QEF Election is
invalidated or terminated or the IRS consents to revocation of such QEF
Election. If a U.S. Holder makes a QEF Election and, in a subsequent tax year,
the Company ceases to be a PFIC, the QEF Election will remain in effect
(although it will not be applicable) during those tax years in which the Company
is not a PFIC. Accordingly, if the Company becomes a PFIC in another subsequent
tax year, the QEF Election will be effective and the U.S. Holder will be subject
to the QEF rules described above during any subsequent tax year in which the
Company qualifies as a PFIC.

U.S. Holders should be aware that there can be no assurances
that the Company will satisfy the record keeping requirements that apply to a
QEF, or that the Company will supply U.S. Holders with information that such
U.S. Holders require to report under the QEF rules, in the event that the
Company is a PFIC and a U.S. Holder wishes to make a QEF Election. Thus, U.S.
Holders may not be able to make a QEF Election with respect to their Common
Shares. Each U.S. Holder should consult its own tax advisor regarding the
availability of, and procedure for making, a QEF Election.

Mark-to-Market Election

A U.S. Holder may make a Mark-to-Market Election only if the
Common Shares are marketable stock. The Common Shares generally will be
marketable stock if the Common Shares are regularly traded on (a) a national
securities exchange that is registered with the Securities and Exchange
Commission, (b) the national market system established pursuant to section 11A
of the Securities and Exchange Act of 1934, or (c) a foreign securities exchange
that is regulated or supervised by a governmental authority of the country in
which the market is located, provided that (i) such foreign exchange has trading
volume, listing, financial disclosure, and other requirements and the laws of
the country in which such foreign exchange is located, together with the rules
of such foreign exchange, ensure that such requirements are actually enforced
and (ii) the rules of such foreign exchange ensure active trading of listed
stocks. If such stock is traded on such a qualified exchange or other market,
such stock generally will be regularly traded for any calendar year during
which such stock is traded, other than in de minimis quantities, on at
least 15 days during each calendar quarter.

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A U.S. Holder that makes a Mark-to-Market Election with respect
to its Common Shares generally will not be subject to the rules of Section 1291
of the Code discussed above with respect to such Common Shares. However, if a
U.S. Holder does not make a Mark-to-Market Election beginning in the first tax
year of such U.S. Holders holding period for the Common Shares or such U.S.
Holder has not made a timely QEF Election, the rules of Section 1291 of the Code
discussed above will apply to certain dispositions of, and distributions on, the
Common Shares.

A U.S. Holder that makes a Mark-to-Market Election will include
in ordinary income, for each tax year in which the Company is a PFIC, an amount
equal to the excess, if any, of (a) the fair market value of the Common Shares,
as of the close of such tax year over (b) such U.S. Holders tax basis in such
Common Shares. A U.S. Holder that makes a Mark-to-Market Election will be
allowed a deduction in an amount equal to the excess, if any, of (a) such U.S.
Holders adjusted tax basis in the Common Shares, over (b) the fair market value
of such Common Shares (but only to the extent of the net amount of previously
included income as a result of the Mark-to-Market Election for prior tax years).

A U.S. Holder that makes a Mark-to-Market Election generally
also will adjust such U.S. Holders tax basis in the Common Shares to reflect
the amount included in gross income or allowed as a deduction because of such
Mark-to-Market Election. In addition, upon a sale or other taxable disposition
of Common Shares, a U.S. Holder that makes a Mark-to-Market Election will
recognize ordinary income or ordinary loss (not to exceed the excess, if any, of
(a) the amount included in ordinary income because of such Mark-to-Market
Election for prior tax years over (b) the amount allowed as a deduction because
of such Mark-to-Market Election for prior tax years).

A Mark-to-Market Election applies to the tax year in which such
Mark-to-Market Election is made and to each subsequent tax year, unless the
Common Shares cease to be marketable stock or the IRS consents to revocation
of such election. Each U.S. Holder should consult its own tax advisor regarding
the availability of, and procedure for making, a Mark-to-Market Election.

Although a U.S. Holder may be eligible to make a Mark-to-Market
Election with respect to the Common Shares, no such election may be made with
respect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as
owning, because such stock is not marketable. Hence, the Mark-to-Market Election
will not be effective to eliminate the interest charge described above with
respect to deemed dispositions of Subsidiary PFIC stock or distributions from a
Subsidiary PFIC.

Other PFIC Rules

Under Section 1291(f) of the Code, the IRS has issued proposed
Treasury Regulations that, subject to certain exceptions, would cause a U.S.
Holder that had not made a timely QEF Election to recognize gain (but not loss)
upon certain transfers of Common Shares that would otherwise be tax-deferred
(e.g., gifts and exchanges pursuant to corporate reorganizations). However, the
specific U.S. federal income tax consequences to a U.S. Holder may vary based on
the manner in which Common Shares are transferred.

Certain additional adverse
  rules will apply with respect to a U.S. Holder if the Company is a PFIC,
  regardless of whether such U.S. Holder makes a QEF Election. For example under
  Section 1298(b)(6) of the Code, a U.S. Holder that uses Common Shares as
  security for a loan will, except as may be provided in Treasury Regulations, be
  treated as having made a taxable disposition of such Common Shares.

Special
  rules also apply to the amount of foreign tax credit that a U.S. Holder may
  claim on a distribution from a PFIC. Subject to such special rules, foreign
  taxes paid with respect to any distribution in respect of stock in a PFIC are
  generally eligible for the foreign tax credit. The rules relating to
  distributions by a PFIC and their eligibility for the foreign tax credit are
  complicated, and a U.S. Holder should consult with their own tax advisor
  regarding the availability of the foreign tax credit with respect to
  distributions by a PFIC.

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The PFIC rules are complex, and each U.S. Holder should consult
its own tax advisor regarding the PFIC rules and how the PFIC rules may affect
the U.S. federal income tax consequences of the acquisition, ownership, and
disposition of Common Shares.

U.S. Federal Income Tax Consequences of the Acquisition,
Ownership, and Disposition of Common Shares

The following discussion is subject to the rules described
above under the heading Passive Foreign Investment Company Rules.

Distributions on Common Shares

Subject to the PFIC rules discussed above, a U.S. Holder that
receives a distribution, including a constructive distribution, with respect to
a Common Share will be required to include the amount of such distribution in
gross income as a dividend (without reduction for any Canadian income tax
withheld from such distribution) to the extent of the current or accumulated
earnings and profits of the Company, as computed for U.S. federal income tax
purposes. A dividend generally will be taxed to a U.S. Holder at ordinary income
tax rates. To the extent that a distribution exceeds the current and accumulated
earnings and profits of the Company, such distribution will be treated first
as a tax-free return of capital to the extent of a U.S. Holder's tax basis in
the Common Shares and thereafter as gain from the sale or exchange of such
Common Shares. (See Sale or Other Taxable Disposition of Common Shares below).
However, the Company may not maintain the calculations of earnings and profits
in accordance with U.S. federal income tax principles, and each U.S. Holder
should therefore assume that any distribution by the Company with respect to the
Common Shares will constitute ordinary dividend income. Dividends received on
Common Shares generally will not be eligible for the dividends received
deduction. In addition, the Company does not anticipate that its distributions
will be eligible for the preferential tax rates applicable to long-term capital
gains. The dividend rules are complex, and each U.S. Holder should consult its
own tax advisor regarding the application of such rules.

Sale or Other Taxable Disposition of Common Shares

Subject to the PFIC rules discussed above, upon the sale or
other taxable disposition of Common Shares, a U.S. Holder generally will
recognize capital gain or loss in an amount equal to the difference between the
amount of cash plus the fair market value of any property received and such U.S.
Holder's tax basis in such Common Shares sold or otherwise disposed of. Subject
to the PFIC rules discussed above, gain or loss recognized on such sale or other
disposition generally will be long-term capital gain or loss if, at the time of
the sale or other disposition, the Common Shares have been held for more than
one year.

Preferential tax rates apply to long-term capital gain of a
U.S. Holder that is an individual, estate, or trust. There are currently no
preferential tax rates for long-term capital gain of a U.S. Holder that is a
corporation. Deductions for capital losses are subject to significant
limitations under the Code.

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Additional Considerations

Additional Tax on Passive Income

Certain U.S. Holders who are individuals, estates or trusts
will be required to pay up to an additional 3.8% tax on, among other things,
dividends and capital gains for tax years beginning after December 31, 2012.
U.S. Holders should consult their own tax advisors regarding the effect, if any,
of this tax on their ownership and disposition of Common Shares.

Receipt of Foreign Currency

The amount of any distribution paid to a U.S. Holder in foreign
currency, or on the sale, exchange or other taxable disposition of Common
Shares, generally will be equal to the U.S. dollar value of such foreign
currency based on the exchange rate applicable on the date of receipt
(regardless of whether such foreign currency is converted into U.S. dollars at
that time). If the foreign currency received is not converted into U.S. dollars
on the date of receipt, a U.S. Holder will have a basis in the foreign currency
equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who
receives payment in foreign currency and engages in a subsequent conversion or
other disposition of the foreign currency may have a foreign currency exchange
gain or loss that would be treated as ordinary income or loss, and generally
will be U.S. source income or loss for foreign tax credit purposes. Each U.S.
Holder should consult its own U.S. tax advisor regarding the U.S. federal income
tax consequences of receiving, owning, and disposing of foreign currency.

Foreign Tax Credit

Subject to the PFIC rules discussed above, a U.S. Holder that
pays (whether directly or through withholding) Canadian income tax with respect
to dividends paid on the Common Shares generally will be entitled, at the
election of such U.S. Holder, to receive either a deduction or a credit for such
Canadian income tax paid. Generally, a credit will reduce a U.S. Holders U.S.
federal income tax liability on a dollar-for-dollar basis, whereas a deduction
will reduce a U.S. Holders income subject to U.S. federal income tax. This
election is made on a year-by-year basis and applies to all foreign taxes paid
(whether directly or through withholding) by a U.S. Holder during a year.

Complex limitations apply to the foreign tax credit, including
the general limitation that the credit cannot exceed the proportionate share of
a U.S. Holders U.S. federal income tax liability that such U.S. Holders
foreign source taxable income bears to such U.S. Holders worldwide taxable
income. In applying this limitation, a U.S. Holders various items of income and
deduction must be classified, under complex rules, as either foreign source or
U.S. source. Generally, dividends paid by a foreign corporation should be
treated as foreign source for this purpose, and gains recognized on the sale of
stock of a foreign corporation by a U.S. Holder should be treated as U.S. source
for this purpose, except as otherwise provided in an applicable income tax
treaty, and if an election is properly made under the Code. However, the amount
of a distribution with respect to the Common Shares that is treated as a
dividend may be lower for U.S. federal income tax purposes than it is for
Canadian federal income tax purposes, resulting in a reduced foreign tax credit
allowance to a U.S. Holder. In addition, this limitation is calculated
separately with respect to specific categories of income. The foreign tax credit
rules are complex, and each U.S. Holder should consult its own U.S. tax advisor
regarding the foreign tax credit rules.

Backup Withholding and Information Reporting

Under U.S. federal income tax law and Treasury Regulations,
certain categories of U.S. Holders must file information returns with respect to
their investment in, or involvement in, a foreign corporation. For example, new
U.S. return disclosure obligations (and related penalties) are imposed on U.S.
Holders that hold certain specified foreign financial assets in excess of
US$50,000. The definition of specified foreign financial assets includes not
only financial accounts maintained in foreign financial institutions, but also,
unless held in accounts maintained by a financial institution, any stock or
security issued by a non-U.S. person, any financial instrument or contract held
for investment that has an issuer or counterparty other than a U.S. person and
any interest in a foreign entity. U.S. Holders may be subject to these reporting
requirements unless their Common Shares are held in an account at a domestic
financial institution. Penalties for failure to file certain of these
information returns are substantial. U.S. Holders should consult with their own
tax advisors regarding the requirements of filing information returns, including
the requirement to file an IRS Form 8938.

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Payments made within the U.S. or by a U.S. payor or U.S.
middleman, of dividends on, and proceeds arising from the sale or other taxable
disposition of, Common Shares generally may be subject to information reporting
and backup withholding tax, at the rate of 28% (and increasing to 31% for
payments made after December 31, 2012), if a U.S. Holder (a) fails to furnish
such U.S. Holders correct U.S. taxpayer identification number (generally on
Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c)
is notified by the IRS that such U.S. Holder has previously failed to properly
report items subject to backup withholding tax, or (d) fails to certify, under
penalty of perjury, that such U.S. Holder has furnished its correct U.S.
taxpayer identification number and that the IRS has not notified such U.S.
Holder that it is subject to backup withholding tax. However, certain exempt
persons, such as corporations, generally are excluded from these information
reporting and backup withholding rules. Any amounts withheld under the U.S.
backup withholding tax rules will be allowed as a credit against a U.S. Holders
U.S. federal income tax liability, if any, or will be refunded, if such U.S.
Holder furnishes required information to the IRS in a timely manner. Each U.S.
Holder should consult its own tax advisor regarding the information reporting
and backup withholding rules.

|10.F | Dividends and Paying Agents
|---- | ---------------------------

Not applicable.

|10.G | Statement by Experts
|---- | --------------------

Not applicable.

|10.H | Documents on Display
|---- | --------------------

Material contracts and publicly available corporate records may
be viewed at our head office located at Suite 507  837 West Hastings Street,
Vancouver, British Columbia, V6C 3N7.

The Companys reports and other information, including this
annual report and the exhibits thereto, as filed with the Securities and
Exchange Commission in accordance with the Exchange Act, may be inspected and
copied at the public reference facilities maintained by the Securities and
Exchange Commission at Judiciary Plaza, 100 F Street NE, Washington, D.C. 20549.
Copies of such material may also be obtained from the Public Reference Section
of the Securities and Exchange Commission at 100 F Street NE, Washington, D.C.
20549, at prescribed rates. Information may be obtained regarding the Washington
D.C. Public Reference Room by calling the Securities and Exchange Commission at
1-800-SEC-0330 or by contacting the Securities and Exchange Commission over the
Internet at its website at http://www.sec.gov.

|10.I | Subsidiary Information
|---- | ----------------------

Not applicable.

55

---

|ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK
|-------- | ----------------------------------------------------------------

The Company manages its capital structure and makes adjustments
to it, based on the funds available to the Company, in order to support future
business opportunities. The Company defines its capital as shareholders equity.
The Board does not establish quantitative return on capital criteria for
management, but rather relies on the expertise of the Companys management to
sustain future development of the business.

The Company currently has no source of revenues; as such the
Company is dependent upon external financings or the sale of assets (or an
interest therein) to fund activities. In order to carry future projects and pay
for administrative costs, the Company will spend its existing working capital
and raise additional funds as needed. Management reviews its capital management
approach on an ongoing basis and believes that this approach, given the relative
size of the Company, is reasonable. There were no changes in the Companys
approach to capital management during the year ended January 31, 2016. The
Company is not subject to externally imposed capital requirements.

The Company classifies its cash as financial assets at fair
value through profit or loss; accounts receivable as loans and receivables;
accounts payable and accrued liabilities and due to related parties as other
financial liabilities.

The carrying values of accounts payable and accrued liabilities
and amounts due to related parties approximate their fair values due to the
expected maturity of these consolidated financial instruments.

The Companys risk exposure and the impact on the Companys
financial instruments are summarized below:

|(a) | Credit risk
|--- | -----------

In respect to accounts receivable, the
Company is not exposed to significant credit risk as the majority are due from
governmental agencies.

Concentration of credit risk exists
with respect to the Companys cash as all amounts are held at a single major
Canadian financial institution. The Companys concentration of credit risk and
maximum exposure thereto in Canada follows.

| | Cash and equivalents                                 |   | January 31, 2016 |  |   | January 31, 2015 | 
| | ---------------------------------------------------- | - | ---------------- |  | - | ---------------- | 
| | Held at a major Canadian
      financial institution | $ | 29               |  | $ | 1,011            | 
| | Peruvian financial institution                       |   | Nil              |  |   | Nil              | 
| |                                                      | $ | 29               |  | $ | 1,011            | 

The credit risk associated with cash
and cash equivalents is minimized substantially by ensuring that these financial
assets are placed with major Canadian financial institutions with strong
investment-grade ratings by a primary ratings agency.

|(b) | Liquidity risk
|--- | --------------

Liquidity risk is the risk that the
Company will encounter difficulty in satisfying financial obligations as they
fall due. The Companys approach to managing liquidity risk is to provide
reasonable assurance that it will have sufficient funds to meet liabilities when
due. The Company manages its liquidity risk by forecasting cash flows required
by operations and anticipated investing and financing activities. At January 31,
2016, the cash balance of $29 is insufficient to meet the needs for the coming year. Therefore, the Company will be required to raise
additional capital in order to fund its operations in fiscal 2017.

56

---

Liabilities as at January 31, 2016 are
as follows:

| | Due in                                         |   | 0 to 3 months |  |  | 3 to 6 months |  |  | 6 to 12
      months |  |   | Total     | 
| | ---------------------------------------------- | - | ------------- |  |  | ------------- |  |  | -------------------- |  | - | --------- | 
| |                                                |   |               |  |  |               |  |  |                      |  |   |           | 
| | Accounts payable and accrued
      liabilities | $ | 614,975       |  |  | -             |  |  | -                    |  | $ | 614,975   | 
| | Due to related parties                         |   | 1,227,599     |  |  | -             |  |  | -                    |  |   | 1,227,599 | 
| |                                                | $ | 1,842,574     |  |  | -             |  |  | -                    |  | $ | 1,842,574 | 

Liabilities as at January 31, 2014 are
as follows:

| | Due in                                         |   | 0 to 3 months |  |  | 3 to 6months |  |  | 6 to 12
      months |  |   | Total     | 
| | ---------------------------------------------- | - | ------------- |  |  | ------------ |  |  | -------------------- |  | - | --------- | 
| |                                                |   |               |  |  |              |  |  |                      |  |   |           | 
| | Accounts payable and accrued
      liabilities | $ | 686,157       |  |  | -            |  |  | -                    |  | $ | 686,157   | 
| | Due to related parties                         |   | 1,089,783     |  |  | -            |  |  | -                    |  |   | 1,089,783 | 
| |                                                | $ | 1,775,940     |  |  | -            |  |  | -                    |  | $ | 1,775,940 | 

|(c) | Market risk
|--- | -----------

Market risk is the risk that the fair
value or future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprises three types of risk: interest
rate risk, foreign currency risk and other price risk.

| | (i)   | Interest rate risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       | Interest rate risk consists of the risk that the fair
      value or future cash flows of a financial instrument will fluctuate due to
      changes in market interest rates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       | The Company manages interest rate risk by maintaining an
      investment policy that focuses primarily on preservation of capital and
      liquidity. The interest income earned on cash is minimal; therefore, the
      Company is not subject to interest rate risk.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (ii)  | Foreign currency risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       | The Company is exposed to foreign currency risk to the
      extent expenditures incurred or funds received and balances maintained by
      the Company are denominated in currencies other than the Canadian dollar
      (primarily United States dollars (USD) and Peruvian soles (soles)).
      The Company has an insignificant amount of cash denominated in USD and net
      monetary liabilities of $238,604 (2015 - $371,644) denominated in soles.
      For the year ended January 31, 2016, the Companys sensitivity analysis
      suggests that a change in the absolute rate of exchange in soles by 7%
      will increase or decrease net loss by $16,702 (2015 - $26,015). The
      Company has not entered into any foreign currency contracts to mitigate
      this risk.
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (iii) | Other price risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |       | Other price risk is the risk that the fair or future cash
      flows of a financial instrument will fluctuate because of changes in
      market prices, other than those arising from interest rate risk or foreign
      currency risk. The Company is not exposed to any other price
  risk.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

57

---

The Companys operations are not yet exposed to risks
associated with commodity prices, interest rates and credit. Commodity price
risk is defined as the potential loss that the Company may incur as a result of
changes in the fair value of gold, silver, iron, copper or other metals that may
be produced by the Company. Industry wide risks can, however, affect the
Companys general ability to finance exploration, and development of exploitable
resources; however, such effects are not predictable or quantifiable.

|ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY
      SECURITIES
|-------- | ------------------------------------------------------------

Not applicable.

PART II

|ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND
      DELINQUENCIES
|-------- | -----------------------------------------------------

Not applicable.

|ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
      HOLDERS AND USE OF PROCEEDS
|-------- | ----------------------------------------------------------------------------------

Material Modifications to the Rights of Security Holders

There have been no material modifications to the rights of
security holders since the adoption of new Articles in 2006.

Use of Proceeds

Not applicable.

|ITEM 15. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Evaluation of disclosure controls and
procedures

Under the supervision and with the participation of the
Companys management, including its Chief Executive Officer and Chief Financial
Officer, the Company evaluated the effectiveness of the design and operation of
its disclosure controls and procedures (as defined in Rule 13a-15(e) or
15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that, as of the end of
the period covered by this report, the Companys disclosure controls and
procedures were adequately designed and are effective to ensure that information
required to be disclosed by the Company in the reports it files or submits under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in applicable rules and forms.

In addition, the Companys Chief Executive Officer and Chief
Financial Officer have determined that the disclosure controls and procedures
are effective to ensure that information required to be disclosed in the reports
that are filed under the Exchange Act is accumulated and communicated to
management, including the Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.

Managements annual report on internal control over
financial reporting

The Company's management is responsible for establishing and
maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Companys management
has employed a framework consistent with Exchange Act Rule 13a-15(c), to
evaluate the Companys internal control over financial reporting described
below. The Companys internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation and fair presentation of financial statements for external
purposes in accordance with generally accepted accounting principles.

58

---

Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. 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.

Management conducted an evaluation of the design and operation
of the Companys internal control over financial reporting as of January 31,
2016 based on the criteria set forth in Internal ControlIntegrated Framework
(COSO Framework) published by The Committee of Sponsoring Organizations (COSO
2013).. This evaluation included review of the documentation of controls,
evaluation of the design effectiveness of controls, testing of the operating
effectiveness of controls and a conclusion on this evaluation. Based on this
evaluation, management has concluded that the Companys internal control over
financial reporting was effective as of January 31, 2016.

Changes in Internal Control over Financial reporting

During the period covered by this Annual Report, no changes
occurred in the Companys internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, the
Companys internal control over financial reporting.

|ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT
|--------- | --------------------------------

The Board has determined that Anton Drescher is an audit
committee financial expert (as defined in Item 16A of Form 20-F). Mr. Drescher
is not independent under the independence standards of NYSE MKT applicable to
audit committee members because he is the Chief Financial Officer of the
Company.

|ITEM 16B. | CODE OF ETHICS
|--------- | --------------

The Company adopted a Code of Ethics effective April 2004. Any
person may obtain without charge, upon written request, a copy of such Code of
Ethics by contacting our Corporate Secretary at #507 - 837 West Hastings Street,
Vancouver, British Columbia, V6C 3N7

|ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|--------- | --------------------------------------

The following table presents fees for the professional audit
services rendered by Smythe LLP, Chartered Professional Accountants for the
fiscal years ended January 31, 2016 and 2015.

Year ended
      January 31
    
    2016
    
    
    2015Audit fees
    $
    15,500
    
    $
    15,500Audit-Related fees
    
    -
    
    
    -Tax fees (1)
    
    2,000
    
    
    2,000All Other Fees
    
    -
    
    
    -Total
    $
    17,500
    
    $
    17,500


|(1) | Tax fees relate to the preparation of corporate income
      tax returns.
|--- | -------------------------------------------------------------------------

Pre-approval policies and procedures

The Audit Committee nominates and engages the independent
auditors to audit the financial statements, and approves all audit, audit
related services, tax services and other services provided by independent auditors. Any services provided by the independent auditors
that are not specifically included within the scope of the audit must be
pre-approved by the Audit Committee prior to any engagement. All such services
provided by the independent auditors during the last two fiscal years were
pre-approved in this manner. The Audit Committee is permitted to approve certain
fees for audit-related services, tax services and other services pursuant to a
de minimus exception before the completion of the engagement.

59

---

|ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
  COMMITTEES
|--------- | ------------------------------------------------------------

Not applicable.

|ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
  AFFILIATED PURCHASERS
|--------- | ------------------------------------------------------------------------

Not applicable.

|ITEM 16F. | CHANGE IN REGISTRANTS CERTIFYING
ACCOUNTANT
|--------- | --------------------------------------------

Not applicable.

|ITEM 16G. | CORPORATE GOVERNANCE
|--------- | --------------------

Not applicable.

PART III

|ITEM 17. | FINANCIAL STATEMENTS
|-------- | --------------------

We are filing with this annual report the following:

| |  | Auditors Report dated May 27, 2016.                                                                                                                   
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                        
| |  | Consolidated Statements of Financial Position at January
      31, 2016 and January 31, 2015.                                                          
| |   |                                                                                                                                                        
| |  | Consolidated Statements of Operations and Comprehensive
      Loss for the years ended January 31, 2016, January 31, 2015 and January
      31, 2014.  
| |   |                                                                                                                                                        
| |  | Consolidated Statements of Changes in Shareholders
      Deficiency for the years ended January 31, 2016, January 31, 2015 and
      January 31, 2014.
| |   |                                                                                                                                                        
| |  | Consolidated Statements of Cash Flows for the years ended
      January 31, 2016, January 31, 2015 and January 31, 2014.                               
| |   |                                                                                                                                                        
| |  | Notes to the Consolidated Financial Statements for the
      years ended January 31, 2016, January 31, 2015 and January 31, 2014.                      

60

---

XIANA MINING INC.

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

Years Ended January 31, 2016 and 2015

Corporate Head Office

507-837 West Hastings StreetVancouver, BCCanada
V6C 3N6Tel: 604-685-1017

---



INDEPENDENT AUDITORS REPORT

TO THE SHAREHOLDERS OF XIANA MINING INC.

We have audited the accompanying consolidated financial
statements of Xiana Mining Inc., which comprise the consolidated statements of
financial position as at January 31, 2016 and 2015, and the consolidated
statements of loss and comprehensive loss, changes in shareholders deficiency
and cash flows for the years ended January 31, 2016, 2015 and 2014, and a
summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Consolidated Financial
Statements

Management is responsible for the preparation and fair
presentation of these consolidated financial statements in accordance with
International Financial Reporting Standards, as issued by the International
Accounting Standards Board, and for such internal control as management
determines is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or
error.

Auditors Responsibility

Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. We conducted our audits
in accordance with Canadian generally accepted auditing standards and the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit
evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditors judgment, including
the assessment of the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity's
preparation and fair presentation of the consolidated financial statements in
order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
entity's internal control. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimates made
by management, as well as evaluating the overall presentation of the
consolidated financial statements.

We believe that the audit evidence we have obtained in our
audits is sufficient and appropriate to provide a basis for our audit
opinion.

Opinion

In our opinion, the consolidated financial statements present
fairly, in all material respects, the financial position of Xiana Mining Inc. as
at January 31, 2016 and 2015, and its financial performance and its cash flows
for the years ended January 31, 2016, 2015 and 2014 in accordance with
International Financial Reporting Standards, as issued by the International
Accounting Standards Board.

Emphasis of Matter

Without qualifying our opinion, we draw attention to Note 1 in
the consolidated financial statements, which describes matters and conditions
that indicate the existence of material uncertainties that may cast substantial
doubt about the Companys ability to continue as a going concern.

Smythe LLP (signed)

Chartered Professional Accountants

Vancouver, CanadaMay 27, 2016

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      responsibility or liability for the   |  |                         
|actions or inactions on the part of any
      other individual member firm or firms.  |  | smythecpa.com           

---

XIANA MINING INC.(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION(Expressed in Canadian
Dollars)AS AT JANUARY 31,

|                                               |   | 2016        |   |   | 2015        |  
|---------------------------------------------- | - | ----------- | - | - | ----------- | -
|ASSETS                                         |   |             |   |   |             |  
|Current                                        |   |             |   |   |             |  
|Cash                                           | $ | 29          |   | $ | 1,011       |  
|Accounts receivable                            |   | 594         |   |   | 7,050       |  
|                                               | $ | 623         |   | $ | 101,895     |  
|LIABILITIES AND SHAREHOLDERS DEFICIENCY       |   |             |   |   |             |  
|Current                                        |   |             |   |   |             |  
|Accounts payable and accrued
      liabilities | $ | 614,975     |   | $ | 686,157     |  
|Due to related parties (Note
      11)         |   | 1,227,599   |   |   | 1,089,783   |  
|                                               |   | 1,842,574   |   |   | 1,775,940   |  
|Shareholders deficiency                       |   |             |   |   |             |  
|Capital stock (Note 9)                         |   | 56,461,592  |   |   | 56,461,592  |  
|Share-based
      payment reserve (Note 10)    |   | 5,871,554   |   |   | 5,871,554   |  
|Deficit                                        |   | (64,175,097 | ) |   | (64,101,025 | )
|                                               |   | (1,841,951  | ) |   | (1,372,657  | )
|                                               | $ | 623         |   | $ | 101,895     |  

On behalf of the Board:

|Carlos Ballon (signed) | Anton Drescher (signed)   
|------------------------ | ----------------------------
|Mr. Carlos Ballon, CEO   | Mr. Anton Drescher, Director

The accompanying notes are an integral part of these
consolidated financial statements

2

---

XIANA MINING INC.(An Exploration Stage Company)CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in Canadian Dollars)YEARS ENDED JANUARY 31,

|                                                              |   | 2016      |   |   | 2015      |   |   | 2014      |   
|------------------------------------------------------------- | - | --------- | - | - | --------- | - | - | --------- | --
|                                                              |   |           |   |   |           |   |   |           |   
|EXPENSES                                                      |   |           |   |   |           |   |   |           |   
|Consulting fees (Note 11)                                     | $ | 157,870   |   | $ | 217,578   |   | $ | 179,985   |   
|Depreciation                                                  |   | -         |   |   | 11,493    |   |   | 14,516    |   
|Exploration and evaluation costs
      (Notes 11 and 12)      |   | 12,263    |   |   | 10,029    |   |   | 2,342     |   
|Gain on
      forgiveness of accounts payable                 |   | (15,485   | ) |   | -         |   |   | -         |   
|Investor relations (Note 11)                                  |   | 1,444     |   |   | 1,343     |   |   | 3,714     |   
|Loss (gain) on
      foreign exchange                         |   | (110,077  | ) |   | 23,217    |   |   | 69,071    |   
|Loss on sale of investment (Note
      6)                     |   | -         |   |   | 34,745    |   |   | 49,205    |   
|Office and
      miscellaneous (Note 11)                      |   | 22,010    |   |   | 11,304    |   |   | 38,239    |   
|Professional fees (Note 11)                                   |   | 14,550    |   |   | 52,615    |   |   | 20,951    |   
|Regulatory (Note
      11)                                    |   | 19,868    |   |   | 10,381    |   |   | 26,270    |   
|Travel and promotion (Note 11)                                |   | 1,727     |   |   | -         |   |   | 2,879     |   
|Wages and
      benefits (Note 11)                            |   | -         |   |   | 101       |   |   | 637       |   
|Write-off of accounts payable                                 |   | (30,098   | ) |   | -         |   |   | -         |   
|Write-off of
      exploration and evaluation assets (Note 8) |   | -         |   |   | -         |   |   | 500,000   |   
|Write-off of property and equipment                           |   | -         |   |   | 30,541    |   |   | -         |   
|                                                              |   |           |   |   |           |   |   |           |   
|Net loss for the year                                         |   | (74,072   | ) |   | (403,347  | ) |   | (907,809  | ) 
|                                                              |   |           |   |   |           |   |   |           |   
|Items that will be reclassified to net loss                   |   |           |   |   |           |   |   |           |   
|Fair value loss
      on available-for-sale investment        |   | -         |   |   | -         |   |   | (2,709    | ) 
|Transfer on sale of available-for-sale investment             |   | -         |   |   | 8,125     |   |   | 8,220     |   
|                                                              |   |           |   |   |           |   |   |           |   
|Comprehensive loss for the year                               | $ | (74,072   | ) | $ | (395,222  | ) | $ | (902,298  | ))
|                                                              |   |           |   |   |           |   |   |           |   
|Basic and fully diluted loss per share                        | $ | (0.02     | ) | $ | (0.09     | ) | $ | (0.20     | ) 
|                                                              |   |           |   |   |           |   |   |           |   
|Weighted average number of common shares outstanding          |   | 4,491,518 |   |   | 4,491,518 |   |   | 4,491,518 |   

The accompanying notes are an integral part of these
consolidated financial statements

3

---

XIANAMININGINC.(An
Exploration Stage Company)CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS DEFICIENCY(Expressed in Canadian Dollars)

Share-based
    
    
    Available-
    
    
    
    
    
    TotalNumber of
    
    
    Issued
    
    
    Payment
    
    
    for-Sale
    
    
    
    
    
    ShareholdersShares
    
    
    Capital Stock
    
    
    Reserve
    
    
    Investment
    
    
    Deficit
    
    
    Deficiency**Balance,
      January 31, 2013**
    
    4,491,518
    
    $
    56,461,592
    
    $
    5,871,554
    
    $
    (13,636
    )
    $
    (62,789,869
    )
    $
    (470,359
    )Unrealized loss on available-for-sale investment
    
    -
    
    
    -
    
    
    -
    
    
    (2,709
    )
    
    -
    
    
    (2,709
    )Reclassification to net loss
    
    -
    
    
    -
    
    
    -
    
    
    8,220
    
    
    -
    
    
    8,220Net loss for the
      year
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (907,809
    )
    
    (907,809
    )Balance, January 31, 2014
    
    4,491,518
    
    
    56,461,592
    
    
    5,871,554
    
    
    (8,125
    )
    
    (63,697,678
    )
    
    (1,372,657
    )Reclassification to net loss
    
    -
    
    
    -
    
    
    -
    
    
    8,125
    
    
    -
    
    
    8,125Net loss for the year
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (403,347
    )
    
    (403,347
    )**Balance,
      January 31, 2015**
    
    4,491,518
    
    
    56,461,592
    
    
    5,871,554
    
    
    -
    
    
    (64,101,025
    )
    
    (1,767,879
    )Net loss for the year
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (74,072
    )
    
    (74,072
    )**Balance,
      January 31, 2016**
    
    4,491,518
    
    $
    56,461,592
    
    $
    5,871,554
    
    $
    -
    
    $
    (64,175,097
    )
    $
    (1,841,951
    )


The accompanying notes are an integral part of these
consolidated financial statements

4

---

XIANA MINING INC.(An Exploration Stage Company)CONSOLIDATED STATEMENTS OF CASH FLOWS(Expressed in Canadian
Dollars)YEARS ENDED JANUARY 31,

|                                                          |   | 2015     |   |   | 2014     |   |   | 2013     |  
|--------------------------------------------------------- | - | -------- | - | - | -------- | - | - | -------- | -
|                                                          |   |          |   |   |          |   |   |          |  
|Operating activities                                      |   |          |   |   |          |   |   |          |  
|Net loss for the year                                     | $ | (74,072  | ) | $ | (403,347 | ) | $ | (907,809 | )
|Add items not affecting
      cash                        |   |          |   |   |          |   |   |          |  
|Depreciation                                              |   | -        |   |   | 11,493   |   |   | 14,516   |  
|Gain on forgiveness of accounts payable                   |   | (15,485  | ) |   | -        |   |   | -        |  
|Unrealized loss
      (gain) on foreign exchange          |   | (110,077 | ) |   | 23,217   |   |   | 9,082    |  
|Loss on sale of investment                                |   | -        |   |   | 34,745   |   |   | 49,205   |  
|Write-off of
      accounts payable                       |   | (30,098  | ) |   | -        |   |   | -        |  
|Write-off of exploration and evaluation assets            |   | -        |   |   | -        |   |   | 500,000  |  
|Write-off of
      property and equipment                 |   | -        |   |   | 30,538   |   |   | -        |  
|Changes in non-cash
      working capital                 |   |          |   |   |          |   |   |          |  
|Accounts
      receivable                                 |   | 6,456    |   |   | (5,982   | ) |   | 4,565    |  
|Prepaid expenses                                          |   | -        |   |   | 3,672    |   |   | 13,104   |  
|Accounts payable
      and accrued liabilities            |   | 84,478   |   |   | 34,832   |   |   | 86,524   |  
|Due to related
      parties                              |   | 137,816  |   |   | 243,339  |   |   | 154,673  |  
|Cash used in
      operating activities                   |   | (982     | ) |   | (27,493  | ) |   | (76,140  | )
|                                                          |   |          |   |   |          |   |   |          |  
|Investing activities                                      |   |          |   |   |          |   |   |          |  
|Proceeds from sale of available for sale
      investment |   | -        |   |   | 24,835   |   |   | 41,215   |  
|Cash provided
      by investing activities               |   | -        |   |   | 24,835   |   |   | 41,215   |  
|                                                          |   |          |   |   |          |   |   |          |  
|Financing activities                                      |   |          |   |   |          |   |   |          |  
|Issuance of capital stock                                 |   | -        |   |   | -        |   |   | -        |  
|Share
      issuance costs                                |   | -        |   |   | -        |   |   | -        |  
|Cash provided by financing activities                     |   | -        |   |   | -        |   |   | -        |  
|                                                          |   |          |   |   |          |   |   |          |  
|                                                          |   |          |   |   |          |   |   |          |  
|Effect of
      foreign exchange on cash                  |   | -        |   |   | -        |   |   | 513      |  
|                                                          |   |          |   |   |          |   |   |          |  
|Change in cash                                            |   | (982     | ) |   | (2,658   | ) |   | (34,412  | )
|Cash, beginning of the year                               |   | 1,011    |   |   | 3,669    |   |   | 38,081   |  
|                                                          |   |          |   |   |          |   |   |          |  
|Cash, end of the year                                     | $ | 29       |   | $ | 1,011    |   | $ | 3,669    |  
|                                                          |   |          |   |   |          |   |   |          |  
|Supplemental cash flow information                        |   |          |   |   |          |   |   |          |  
|Interest received                                         | $ | -        |   | $ | -        |   | $ | -        |  
|Income taxes paid                                         | $ | -        |   | $ | -        |   | $ | -        |  
|Non-cash transactions                                     |   |          |   |   |          |   |   |          |  
|Foreign exchange on liability
      balances              | $ | (110,077 | ) | $ | 23,217   |   | $ | 9,082    |  

The accompanying notes are an integral part of these
consolidated financial statements

5

---

|XIANA MINING INC.                             
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|YEARS ENDED
      JANUARY 31, 2016 AND 2015   

|1. | NATURE OF OPERATIONS AND GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Xiana Mining Inc. (the Company) is incorporated under
      the laws of British Columbia, Canada. The Company is engaged in the
      acquisition, exploration and development of mineral properties. The
      Company is an exploration stage company. The address of its head office is
      507 - 837 West Hastings Street, Vancouver, British Columbia, Canada, V6C
      3N7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Effective October 23, 2013, the Company changed its name
      from Dorato Resources Inc. to Xiana Mining Inc. and commenced trading
      under the new trading symbol XIA. All other entities and related
      companies names remained the same. The Company is a publically-traded
      company listed on the TSX Venture Exchange, on the OTCQX market in the
      United States under the symbol DRIFF and on the Frankfurt Stock Exchange
      under the symbol DO51.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | These consolidated financial statements have been
      prepared on the basis of accounting principles applicable to a going
      concern, which assumes that the Company will be able to continue in
      operation for the foreseeable future, and will be able to realize its
      assets and discharge its liabilities and commitments in the normal course
      of business. The Company has not generated revenue from operations;
      additional financing will be required in the foreseeable future to fund
      the Companys established business plan. These circumstances comprise
      material uncertainties which cast substantial doubt as to the ability of
      the Company to meet its obligations as they fall due, and accordingly, the
      ability of the Company to continue as a going concern.                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | For the year ended January 31, 2016, the Company incurred
      a net loss of $74,072 (2015 - $403,347; 2014 - $907,809), and as at
      January 31, 2016 has working capital deficiency of $1,841,951 (2015 -
      $1,767,879), an accumulated deficit of $64,175,097 (2015 - $64,101,025),
      limited resources, no source of operating cash flow and no assurances that
      sufficient funding will be available to conduct further exploration and
      development of its mineral property interests.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company will require additional financing to carry
      out its near-term plans, and to meet its obligations. The Company does not
      generate cash flow from operations to fund its activities and has
      therefore relied principally upon the issuance of securities for
      financing. Future capital requirements will depend on many factors
      including the Companys ability to execute its business plan. The Company
      intends to continue relying upon the issuance of securities to finance its
      future activities, but there can be no assurance that such financing will
      be available on a timely basis under terms acceptable to the Company,
      particularly in view of current market conditions. Although these
      consolidated financial statements do not include any adjustments that may
      result from the inability to secure future financing, such a situation
      would have a material adverse effect on the Companys recoverability of
      assets, classification of assets and liabilities, and results of
      operations should the Company be unable to continue as a going
    concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The business of mining and exploration involves a high
      degree of risk and there can be no assurance that current exploration
      programs will result in profitable mining operations. The Company has no
      source of revenue, and has significant cash requirements to meet its
      administrative overhead and maintain its interest in exploration
      properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

6

---

|XIANA MINING INC.                             
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|YEARS ENDED
      JANUARY 31, 2016 AND 2015   

|2. | BASIS OF PREPARATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Statement of compliance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | These consolidated financial statements, including
      comparatives, have been prepared using accounting policies consistent with
      International Financial Reporting Standards (IFRS), as issued by the
      International Accounting Standards Board (IASB).                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | These consolidated financial statements have been
      prepared on a historical cost basis, except for certain financial
      instruments that have been measured at fair value. The consolidated
      financial statements are presented in Canadian dollars, which is the
      functional currency of the Company and its subsidiaries. In addition,
      these consolidated financial statements have been prepared using the
      accrual basis of accounting except for cash flow information.                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Approval of the financial statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The consolidated financial statements of Xiana Mining
      Inc. for the year ended January 31, 2016 were approved and authorized for
      issue by the Board of Directors on May 27, 2016.                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Items included in the financial statements for the
      Company and its subsidiaries are measured using the currency of the
      primary economic environment in which the entity operates (the functional
      currency). The consolidated financial statements are presented in
      Canadian dollars, the Companys functional currency. The financial
      statements of the subsidiaries have the same functional currency as that
      of the Company. Amounts recorded in foreign currencies are translated into
      Canadian dollars as follows:
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Gains and losses arising from this translation of foreign
      currency are included in the determination of net loss for the
  year.                                                                                                                                                                                                                                                                                                                                                                                                                             

7

---

|XIANA MINING INC.                             
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|YEARS ENDED
      JANUARY 31, 2016 AND 2015   

|2. | BASIS OF PREPARATION(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Use of judgments and estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The preparation of consolidated financial statements in
      accordance with IFRS 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 revenues and expenses during the
      year. Actual outcomes could differ from these estimates. These
      consolidated financial statements include estimates which, by their
      nature, are uncertain. The impacts of such estimates are pervasive
      throughout the consolidated financial statements, and may require
      accounting adjustments based on future occurrences. Revisions to
      accounting estimates are recognized in the period in which the estimate is
      revised and future years if the revision affects both current and future
      years. These estimates are based on historical experience, current and
      future economic conditions and other factors, including expectations of
      future events that are believed to be reasonable under the
      circumstances.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Critical accounting estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Significant assumptions about the future and other
      sources of estimation uncertainty that management has made at the end of
      the reporting period, that could result in a material adjustment to the
      carrying amounts of assets and liabilities, in the event that actual
      results differ from assumptions made, relate to, but are not limited to
      the following significant areas:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Recoverable value of property and equipment and
      exploration and evaluation assets and impairment assessment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Assets or cash-generating units (CGU) are evaluated at
      each reporting date to determine whether there are any indications of
      impairment. The Company considers both internal and external sources of
      information when making the assessment of whether there are indications of
      impairment. External sources of information considered are observable
      indications that the assets value had declined significantly more than
      what would be expected as a result of the passage of time or normal use,
      changes in the Companys economic, legal and regulatory environment that
      it does not control but affect the recoverability of its assets. Internal
      sources of information the Company considers include obsolescence, the
      manner in which assets are being used or are expected to be used and
      indications of economic performance of the assets.                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | Each reporting period, assets or CGU are evaluated to
      determine whether there are any indications of impairment. If any such
      indication exists, which is often judgmental, an impairment test is
      performed and, if indicated, an impairment loss is recognized to the
      extent that the carrying amount exceeds the recoverable amount. The
      recoverable amount of an asset or cash-generating group of assets is
      measured at the higher of fair value less costs to sell or value in
      use.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

8

---

|XIANA MINING INC.                             
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|YEARS ENDED
      JANUARY 31, 2016 AND 2015   

|2. | BASIS OF PREPARATION(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Use of judgments and estimates(contd...)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Deferred income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The determination of the Companys tax expense or
      recovery for the period and deferred tax liabilities involves significant
      estimation and judgment by management. In determining these amounts,
      management interprets tax legislation in a variety of jurisdictions and
      makes estimates of the expected timing of the reversal of deferred tax
      assets and liabilities. Management also makes estimates of future earnings
      that affect the extent to which potential future tax benefits may be used.
      Estimates of future taxable income are based on forecasted cash flows from
      future operations and the application of existing tax laws in each
      jurisdiction. To the extent that future cash flows from operations and
      taxable income differ significantly from estimates, the ability of the
      Company to realize any net deferred income tax assets recorded on the
      statement of financial position could be impacted. The Company is also
      subject to assessments by various taxation authorities, which may
      interpret legislation differently. These differences may affect the final
      amount or the timing of the payment of taxes. The Company provides for
      such differences where known based on managements best estimate of the
      probable outcome of these matters.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Critical accounting judgments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The determination of categories of financial assets and
      financial liabilities has been identified as an accounting policy that
      involves judgments or assessments made by management. The following is an
      accounting item that involves judgment:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Functional currency                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The functional currency of the Company and each of its
      subsidiaries is the Canadian dollar (CAD), which is the primary economic
      environment in which the entity operates. Determination of functional
      currency may involve certain judgments to determine the primary economic
      environment and this is re-evaluated for each new entity or if conditions
      change.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Going concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | The assessment of the companys ability to continue as a
      going concern and to raise sufficient funds to pay its ongoing operating
      expenditures, meet it liabilities for the ensuing year, and to fund
      planned and contractual exploration programs, involves significant
      judgment based on historical experience and other factors including
      expectation of future events that are believed to be reasonable under the
      circumstances.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

|3. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Basis of consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | These consolidated financial statements include the
      accounts of the Company and its wholly- owned subsidiaries. Subsidiaries
      are entities over which the Company has the power to govern the financial
      and operating policies through share ownership and the existence of voting
      rights currently or potentially exercisable. Subsidiaries are fully
      consolidated from the date on which control is transferred. All
      significant intercompany balances and transactions were eliminated upon
      consolidation.

9

---

|XIANA MINING INC.                             
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|YEARS
      ENDED JANUARY 31, 2016 AND 2015   

|3. | SIGNIFICANT ACCOUNTING POLICIES(contd)
|-- | ----------------------------------------

Basis of consolidation(contd...)

The significant subsidiaries of the
Company are:

| |                                          |               |                 | Xianas effective
| | ---------------------------------------- | ------------- | --------------- | -----------------
| |                                          |               |                 | interest for     
| |                                          | Country of    | Principal       | January 31,      
| |                                          | Incorporation | Activity        | 2016 and 2015    
| |                                          |               |                 |                  
| | Dorato Peru S.A.C.                       | Peru          | Mining company  | 100%             
| | Compania
      Minera la Luminosa S.A.C. | Peru          | Holding company | 99%              

Interests in exploration properties

All of the Companys projects are
currently in the exploration and evaluation phase.

| | (i) | Pre-exploration costs
| | --- | ---------------------

Pre-exploration costs are expensed in
the period in which they are incurred.

| | (ii) | Exploration and evaluation expenditures
| | ---- | ---------------------------------------

Once the legal right to explore a
property has been acquired, costs directly related to the acquisition of
interests in exploration properties are capitalized, on an area-of-interest
basis. Subsequently, the mineral property rights are carried at cost, less any
impairment, until such time as the assets are substantially ready for their
intended use or sale, being commercial production at operating levels intended
by management.

Exploration expenditures incurred
during the exploration and evaluation phase are expensed as incurred and
included in profit or loss.

The Company assesses interests in
exploration properties for impairment when facts and circumstances suggest that
the carrying amount of an asset may exceed its recoverable amount. Once the
technical feasibility and commercial viability of extracting the mineral
resource has been determined, the property is considered to be a mine under
development and is classified as mine development costs. Interests in
exploration properties are also tested for impairment before the assets are
transferred to development properties.

As the Company currently has no
operational income, any incidental revenues earned in connection with
exploration activities are applied as a reduction to property carrying values.
Interest in exploration properties are classified as intangible assets.

10

---

|XIANA MINING INC.                             
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|YEARS
      ENDED JANUARY 31, 2016 AND 2015   

|3. | SIGNIFICANT ACCOUNTING POLICIES(contd)
|-- | ----------------------------------------

Property and equipment

| | (i) | Recognition and measurement
| | --- | ---------------------------

On initial recognition, property and
equipment are valued at cost, being the purchase price and directly attributable
costs of acquisition or construction required to bring the asset to the location
and condition necessary to be capable of operating in the manner intended by the
Company, including appropriate borrowing costs and the estimated present value
of any future unavoidable costs of dismantling and removing items. The
corresponding liability is recognized within provisions.

Property and equipment are subsequently
measured at cost less accumulated depreciation, and accumulated impairment
losses, with the exception of land, which is not depreciated.

When parts of an item of property and
equipment have different useful lives, they are accounted for as separate items
(major components) of property and equipment.

| | (ii) | Subsequent costs
| | ---- | ----------------

The cost of replacing part of an item
of property and equipment is recognized in the carrying amount of the item if it
is probable that the future economic benefits embodied within the part will flow
to the Company and its cost can be measured reliably. The carrying amount of the
replaced part is derecognized. The costs of the day-to-day servicing of property
and equipment are recognized in profit or loss as incurred.

| | (iii) | Major maintenance and repairs
| | ----- | -----------------------------

Subsequent costs are included in the
assets carrying amount or recognized as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will
flow to the Company and the cost of the item can be measured reliably. All other
repairs and maintenance are charged to profit or loss during the financial
period in which they are incurred.

| | (iv) | Gains and losses
| | ---- | ----------------

Gains and losses on disposal of an item
of property and equipment are determined by comparing the proceeds from disposal
with the carrying amount, and are recognized in profit or loss.

| | (v) | Depreciation
| | --- | ------------

Depreciation is recognized in profit or
loss at the following annual rates:

| | Computer equipment     | - | 25% - 30% declining-balance      
| | ---------------------- | - | ---------------------------------
| | Office equipment       | - | 10% - 25% declining-balance      
| | Leasehold improvements | - | straight-line over the lease term

Additions during the year are
depreciated at one-half the annual rates.

Depreciation methods, useful lives and
residual values are reviewed at each financial year-end and adjusted if
appropriate.

11

---

|XIANA MINING INC.                             
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|YEARS
      ENDED JANUARY 31, 2016 AND 2015   

|3. | SIGNIFICANT ACCOUNTING POLICIES(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Impairment of long-lived assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Non-current assets are evaluated at least annually by management for
      indicators that the carrying value is impaired and may not be recoverable.
      When indicators of impairment are present the recoverable amount of an
      asset is evaluated at the level of a CGU, the smallest identifiable group
      of assets that generates cash inflows that are largely independent of the
      cash inflows from other assets or groups of assets, where the recoverable
      amount of a CGU is the greater of the CGUs fair value less costs to sell
      and its value in use. An impairment loss is recognized in profit or loss
      to the extent the carrying amount exceeds the recoverable amount.                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company uses its best efforts to fully understand all of the
      aforementioned to make an informed decision based upon historical and
      current facts surrounding the projects. Discounted cash flow techniques
      often require management to make estimates and assumptions concerning
      reserves and expected future production revenues and expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Reversal of impairment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | An impairment loss is reversed if there is an indication that there
      has been a change in the estimates used to determine the recoverable
      amount. An impairment loss is reversed only to the extent that the assets
      carrying amount does not exceed the carrying amount that would have been
      determined, net of depreciation or amortization, if no impairment loss had
      been recognized. An impairment loss with respect to goodwill is never
      reversed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Provisions for environmental rehabilitation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company records a liability based on the best estimate of costs
      for site closure and reclamation activities that the Company is legally or
      constructively required to remediate. The liability is recognized at the
      time environmental disturbance occurs and the resulting costs are
      capitalized to the corresponding asset. The provision for closure and
      reclamation liabilities is estimated using expected cash flows based on
      engineering and environmental reports prepared by third-party industry
      specialists and discounted at a pre-tax rate specific to the liability.
      The capitalized amount is depreciated on the same basis as the related
      asset. The liability is adjusted for the accretion of the discounted
      obligation and any changes in the amount or timing of the underlying
      future cash flows. Significant judgments and estimates are involved in
      forming expectations of the amounts and timing of future closure and
      reclamation cash flows.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Additional disturbances and changes in closure and reclamation
      estimates are accounted for as incurred with a change in the corresponding
      capitalized cost. Costs of rehabilitation projects for which a provision
      has been recorded are recorded directly against the provision as incurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

12

---

|XIANA MINING INC.                             
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|YEARS
      ENDED JANUARY 31, 2016 AND 2015   

|3. | SIGNIFICANT ACCOUNTING POLICIES(contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company uses the financial position method of accounting for
      income taxes. Under this method, deferred tax assets and liabilities are
      recognized for the future tax consequences attributable to differences
      between the financial statement carrying amounts of existing assets and
      liabilities and their respective tax basis. Deferred tax assets and
      liabilities are measured using substantively enacted tax rates expected to
      apply to taxable income in the years in which those temporary differences
      are expected to be recovered or settled. Deferred tax assets also result
      from unused loss carry-forwards, resource related pools and other
      deductions. A deferred tax asset is recognized for unused tax losses, tax
      credits and deductible temporary differences to the extent that it is
      probable that future taxable profits will be available against which they
      can be utilized. Deferred tax assets are reviewed at each reporting date
      and are reduced to the extent that it is no longer probable that the
      related tax benefit will be realized.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Capital stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The proceeds from the exercise of stock options and warrants are
      recorded as capital stock in the amount for which the option and warrant
      enabled the holder to purchase a share in the Company. Commissions paid to
      underwriters, and other related share issue costs, such as legal, auditing
      and printing, on the issue of the Companys shares are charged directly to
      capital stock. Common shares issued for consideration other than cash are
      valued based on their market value at the date the agreement to issue
      shares were concluded.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Valuation of equity units issued in private placements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company has adopted the residual value method with respect to the
      measurement of shares and warrants issued as private placement units. The
      residual value method first allocates value to the more readily
      determinable component based on fair value, usually the common shares, and
      then the residual value to the remaining component.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | Share-based payments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The Company has a stock option plan that is described in Note 10.
      Share-based payments to employees are measured at the fair value of the
      instruments issued and amortized over the vesting periods. Share-based
      payments to non-employees are measured at the fair value of the goods or
      services received or the fair value of the equity instruments issued if it
      is determined the fair value of the goods or services cannot be reliably
      measured, and are recorded at the date the goods or services are received.
      The amount recognized as an expense is adjusted to reflect the number of
      awards expected to vest. The offset to the recorded cost is to share-based
      payments reserve. Consideration received on the exercise of stock options
      is recorded as capital stock and the related share-based payments reserve
      is transferred to capital stock.                                                                                                                                                                                                                           

13

---

|XIANA MINING INC.                             
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|YEARS
      ENDED JANUARY 31, 2016 AND 2015   

|3. | SIGNIFICANT ACCOUNTING POLICIES(contd)
|-- | ----------------------------------------

Loss per share

Basic loss per share is calculated
using the weighted average number of common shares outstanding during the year.
The Company uses the treasury stock method to compute the dilutive effect of
options, warrants and similar instruments. Under this method, the dilutive
effect on earnings per share is calculated presuming the exercise of outstanding
options, warrants and similar instruments. It assumes that the proceeds of such
exercise would be used to repurchase common shares at the average market price
during the period. However, the calculation of diluted loss per share excludes
the effects of various conversions and exercise of options and warrants that
would be anti-dilutive.

Financial instruments

Financial assets and liabilities are
initially recognized at fair value on settlement date and are subsequently
measured based on their classification. Transaction costs are expensed when
incurred. Regular purchases and sales of financial instruments are recognized at
trade date.

| | (i) | Financial assets
| | --- | ----------------

The Company classifies its financial
assets in the following categories: at fair value through profit or loss, loans
and receivables, held-to-maturity investments or available-for-sale (AFS)
financial assets. The classification depends on the purpose for which the
financial assets were acquired. Management determines the classification of
financial assets at recognition.

Fair value through profit or
loss

Financial assets at fair value through
profit or loss are initially recognized at fair value with changes in fair value
recorded through profit or loss. Cash is included in this category of financial
assets.

Loans and receivables

Loans and receivables are
non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. They are classified as current assets or non-current
assets based on their maturity date. Loans and receivables are initially
recognized at fair value and subsequently carried at amortized cost using the
effective interest method, less any impairment.

Held-to-maturity investments

Held-to-maturity investments are
measured at amortized cost using the effective interest rate method. Transaction
costs are added and amortized to the statements of operations and comprehensive
loss over the life of the financial instrument on an effective yield basis.

14

---

|XIANA MINING INC.                             
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|YEARS
      ENDED JANUARY 31, 2016 AND 2015   

|3. | SIGNIFICANT ACCOUNTING POLICIES(contd)
|-- | ----------------------------------------

Financial instruments(contd)

Available-for-sale financial
assets

AFS financial assets are
non-derivatives that are either designated as available for sale or not
classified in any of the other financial asset categories. Changes in the fair
value of AFS financial assets other than impairment losses are recognized as
other comprehensive income (loss) and classified as a component of equity.
Investment is included in this category of financial assets.

Management assesses the carrying value
of AFS financial assets for objective evidence that impairment exists each
reporting period and any impairment charges are recognized in profit or loss.
Significant or prolonged decline in its fair value below cost is objective
evidence of impairment. When financial assets classified as AFS are sold, the
accumulated fair value adjustments recognized in accumulated other comprehensive
income (loss) are included in profit or loss.

| | (ii) | Financial liabilities
| | ---- | ---------------------

Other financial liabilities

Other financial liabilities are
non-derivatives and are recognized initially at fair value, net of transaction
costs incurred, and are subsequently stated at amortized cost. Any difference
between the amounts originally received, net of transaction costs, and the
redemption value is recognized in profit or loss over the period to maturity
using the effective interest method.

Other financial liabilities are
classified as current or non-current based on their maturity date. Accounts
payable and accrued liabilities and due to related parties are included in this
category of financial liabilities.

|4. | CHANGES IN ACCOUNTING STANDARDS                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                         
|   | Future accounting pronouncements                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                         
|   | At the date of authorization of these consolidated financial
      statements, the IASB has issued the following new and revised standard and
      interpretation, which is not yet effective for the relevant reporting
      periods.

15

---

|XIANA MINING INC.                             
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|YEARS
      ENDED JANUARY 31, 2016 AND 2015   

|4. | CHANGES IN ACCOUNTING STANDARDS(contd)
|-- | ----------------------------------------

Future accounting pronouncements(contd)

IFRS 9 Financial Instruments(2014)

This is a finalized version of IFRS 9,
which contains accounting requirements for financial instruments, replacing IAS
39 Financial Instruments: Recognition and Measurement. The standard
contains requirements in the following areas:

| |  | Classification and measurement. Financial assets are
      classified by reference to the business model within which they are held
      and their contractual cash flow characteristics. The 2014 version of IFRS
      9 introduces a fair value through other comprehensive income category
      for certain debt instruments. Financial liabilities are classified in a
      similar manner to under IAS 39; however, there are differences in the
      requirements applying to the measurement of an entity's own credit risk.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Impairment. The 2014 version of IFRS 9 introduces an
      expected credit loss model for the measurement of the impairment of
      financial assets, so it is no longer necessary for a credit event to have
      occurred before a credit loss is recognized.                                                                                                                                                                                                                                                                       
| |  | Hedge accounting. Introduces a new hedge accounting model
      that is designed to be more closely aligned with how entities undertake
      risk management activities when hedging financial and non-financial risk
      exposures.                                                                                                                                                                                                                                                                                                   
| |  | Derecognition. The requirements for the derecognition of
      financial assets and liabilities are carried forward from IAS 39.                                                                                                                                                                                                                                                                                                                                                                                                          

Applicable to the Companys annual
period beginning on February 1, 2018.

|5. | RISK MANAGEMENT AND FINANCIAL INSTRUMENTS
|-- | -----------------------------------------

The carrying values of accounts payable
and accrued liabilities, and amounts due to related parties approximate their
fair values due to the short-term maturity of these financial instruments. Fair
value estimates are made at specific points in time, based on relevant market
information and information about the financial instrument.

IFRS 7 Financial instruments:
Disclosuresestablishes a fair value hierarchy that prioritizes the inputs
to valuation techniques used to measure fair value as follows:

Level 1  quoted prices (unadjusted)
in active markets for identical assets or liabilities;

Level 2  inputs other than quoted
prices included in Level 1 that are observable for the asset or liability,
either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3  inputs for the asset or
liability that are not based on observable market data (unobservable
inputs).

The fair value hierarchy requires the
use of observable market inputs whenever such input exists. A financial
instrument is classified to the lowest level of the hierarchy for which a
significant input has been considered in measuring fair value.

16

---

|XIANA MINING INC.                             
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|YEARS
      ENDED JANUARY 31, 2016 AND 2015   

|5. | RISK MANAGEMENT AND FINANCIAL INSTRUMENTS(contd...)                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                 
|   | The following tables set forth the Companys significant financial
      assets measured at fair value by level within the fair value hierarchy.

| | January 31, 2016 |   | Level 1 |  |   | Level 2 |  |  | Level 3 |  |  | Total | 
| | ---------------- | - | ------- |  | - | ------- |  |  | ------- |  |  | ----- | 
| | Cash             | $ | 29      |  | $ | - $     |  |  | - $     |  |  | 29    | 

| | January 31, 2015 |   | Level 1 |  |   | Level 2 |  |   | Level 3 |  |  | Total | 
| | ---------------- | - | ------- |  | - | ------- |  | - | ------- |  |  | ----- | 
| | Cash             | $ | 1,011   |  | $ | -       |  | $ | - $     |  |  | 1,011 | 

The Companys risk exposure and the
impact on the Companys financial instruments are summarized below.

| | a) | Credit risk                                                                                                                                                                                                                                                                                                                                                                                                      
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | In respect to accounts receivable, the Company is not exposed to
      significant credit risk, as the majority are due from governmental
      agencies.                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    | Concentration of credit risk exists with respect to the Companys
      cash, as all amounts are held at a single major Canadian financial
      institution. The credit risk associated with cash is minimized
      substantially by ensuring that these financial assets are placed with a
      major Canadian financial institution with a strong investment-grade rating
      by a primary ratings agency.

| | b) | Liquidity risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | Liquidity risk is the risk that the Company will encounter difficulty
      in satisfying financial obligations as they are due. The Companys
      approach to managing liquidity risk is to provide reasonable assurance
      that it will have sufficient funds to meet liabilities when due. The
      Company manages its liquidity risk by forecasting cash flows required by
      operations and anticipated investing and financing activities. At January
      31, 2016, the cash balance of $29 (2015 - $1,011) is insufficient to meet
      the Companys needs for the coming year. Therefore, the Company will be
      required to raise additional capital in order to fund its operations in
      fiscal 2017.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    | Liabilities as at January 31, 2016 were as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

| |                                                |   | 0 to 3    |  |   | 3 to 6 |  |   | 6 to 12 |  |   |           | 
| | ---------------------------------------------- | - | --------- |  | - | ------ |  | - | ------- |  | - | --------- | 
| |                                                |   | months    |  |   | months |  |   | months  |  |   | Total     | 
| |                                                |   |           |  |   |        |  |   |         |  |   |           | 
| | Accounts payable and
      accrued liabilities | $ | 614,975   |  | $ | -      |  | $ | -       |  | $ | 614,975   | 
| | Due to related parties                         |   | 1,227,599 |  |   | -      |  |   | -       |  |   | 1,227,599 | 
| |                                                | $ | 1,842,574 |  | $ | -      |  | $ | -       |  | $ | 1,842,874 | 

17

---

|XIANA MINING INC.                             
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|YEARS
      ENDED JANUARY 31, 2016 AND 2015   

|5. | RISK MANAGEMENT AND FINANCIAL INSTRUMENTS(contd...)
|-- | ----------------------------------------------------

Liabilities as at January 31, 2015 were
as follows:

| |                                                |   | 0 to 3    |  |   | 3 to 6 |  |   | 6 to 12 |  |   |           | 
| | ---------------------------------------------- | - | --------- |  | - | ------ |  | - | ------- |  | - | --------- | 
| |                                                |   | months    |  |   | months |  |   | months  |  |   | Total     | 
| |                                                |   |           |  |   |        |  |   |         |  |   |           | 
| | Accounts payable and
      accrued liabilities | $ | 686,157   |  | $ | -      |  | $ | -       |  | $ | 686,157   | 
| | Due to related parties                         |   | 1,089,783 |  |   | -      |  |   | -       |  |   | 1,089,783 | 
| |                                                | $ | 1,775,940 |  | $ | -      |  | $ | -       |  | $ | 1,775,940 | 

| | c) | Market risk
| | -- | -----------

Market risk is the risk that the fair
value or future cash flows of a financial instrument will fluctuate due to
changes in market prices. Market risk comprises three types of risk: interest
rate risk, foreign currency risk and other price risk.

| | i. | Interest rate risk
| | -- | ------------------

Interest rate risk consists of the risk
that the fair value or future cash flows of a financial instrument will
fluctuate due to changes in market interest rates.

The Company manages interest rate risk
  by maintaining an investment policy that focuses primarily on preservation of
  capital and liquidity. The interest income earned on cash is minimal; therefore,
  the Company is not subject to significant interest rate risk.

| | ii. | Foreign currency risk
| | --- | ---------------------

The Company is exposed to foreign
currency risk to the extent expenditures incurred or funds received and balances
maintained by the Company are denominated in currencies other than the CAD
(primarily Peruvian soles (soles)). The Company has net monetary liabilities
of $238,604 (2015 - $371,644) denominated in United States dollar. For the year
ended January 31, 2016, the Companys sensitivity analysis suggests that a
change in the absolute rate of exchange in soles by 7% will increase or decrease
net loss and comprehensive loss by $16,702 (2015 - $26,015). The Company has not
entered into any foreign currency contracts to mitigate this risk.

| | iii. | Other price risk
| | ---- | ----------------

Other price risk is the risk that the
fair value or future cash flows of a financial instrument will fluctuate due to
changes in market prices, other than those arising from interest rate risk or
foreign currency risk. The Company is not exposed to any other price risk.

18

---

|XIANA MINING INC.                             
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|YEARS
      ENDED JANUARY 31, 2016 AND 2015   

|6. | INVESTMENT
|-- | ----------

All investments in shares are
classified as AFS under the financial instruments classification.

During the year ended January 31, 2013,
the Company acquired 681,818 common shares of Indico Resources Ltd. (Indico)
for a total cost of $150,000. The company sold 411,000 common shares of Indico
during the year ended January 31, 2014 for net proceeds of $41,215 resulting to
a realized loss on investment of $49,205 and a reclassification of $8,220 from
other comprehensive loss to net loss.

During the year ended January 31, 2015,
the Company sold all remaining 270,818 common shares of Indico, which had a cost
of $59,580, for net proceeds of $24,835, which resulted in a realized loss on
investment of $34,745, which resulted in the reclassification of $8,125 from
other comprehensive loss to net loss.

|7. | PROPERTY AND EQUIPMENT
|-- | ----------------------

| |                                            |   | Computer  |   |   | Office    |   |   |          |  
| | ------------------------------------------ | - | --------- | - | - | --------- | - | - | -------- | -
| |                                            |   | equipment |   |   | equipment |   |   | Total    |  
| | Cost                                       |   |           |   |   |           |   |   |          |  
| | Balance at January 31,
      2014          | $ | 41,213    |   | $ | 104,376   |   | $ | 145,589  |  
| | Disposal                                   |   | -         |   |   | (104,376  | ) |   | (104,376 | )
| | Balance at January 31, 2015 and2016        | $ | 41,213    |   | $ | -         |   | $ | 41,213   |  
| | Depreciation                               |   |           |   |   |           |   |   |          |  
| | Balance at January 31,
      2014          | $ | (33,697   | ) | $ | (69,861   | ) | $ | (103,558 | )
| | Depreciation for the year                  |   | (7,516    | ) |   | (3,977    | ) |   | (11,493  | )
| | Disposal                                   |   | -         |   |   | 73,838    |   |   | 73,838   |  
| | Balance at January 31, 2015 and
      2016 | $ | (41,213   | ) | $ | -         |   | $ | (41,213  | )
| | Carrying amounts                           |   |           |   |   |           |   |   |          |  
| | At January 31, 2015                        | $ | -         |   | $ | -         |   | $ | -        |  
| | At January 31, 2016                        | $ | -         |   | $ | -         |   | $ | -        |  

During the year ended January 31, 2015,
office equipment with a net book value of $30,538 was abandoned.

19

---

|XIANA MINING INC.                             
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|YEARS
      ENDED JANUARY 31, 2016 AND 2015   

|8. | INTEREST IN EXPLORATION PROPERTIES                                                                                                                                                                                                                                                                                                                                                       
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Companys exploration activities focused on mineral claim blocks
      grouped into the Central Zone, North Zone and South Zone. Individual
      option agreements can relate to mineral claims in more than one area.                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   | Deborah Gold Property                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   | On September 16, 2011, the Company signed an option agreement with
      Sociedad Minera de Responsabilidad Limitada La Luminose de Cajamarca to
      acquire the Deborah Gold Property. In order to earn a 100% interest, the
      Company is required to make cumulative cash payments of USD6,000,000 over
      a minimum of five years. The claims are included in the South Zone.
|   |                                                                                                                                                                                                                                                                                                                                                                                          
|   | The material terms are as follows:                                                                                                                                                                                                                                                                                                                                                       

| |                                                  |  | Cash Payments |  |  |           |       
| | ------------------------------------------------ |  | ------------- |  |  | --------- | ------
| |                                                  |  |               |  |  |           |       
| | September 16
      (effective date)              |  | USD           |  |  | 50,000    | (paid)
| | On commencing drill testing (drill
      date) |  | USD           |  |  | 200,000   |       
| | One year anniversary
      of drill date         |  | USD           |  |  | 400,000   |       
| | Two year anniversary of drill date               |  | USD           |  |  | 600,000   |       
| | Three year anniversary
      of drill date       |  | USD           |  |  | 900,000   |       
| | Four year anniversary of drill date              |  | USD           |  |  | 1,200,000 |       
| | Five year anniversary of drill date              |  | USD           |  |  | 2,650,000 |       
| |                                                  |  | USD           |  |  | 6,000,000 |       

In addition, a royalty of USD4.00 per
ounce of gold produced is payable to the underlying vendors up to a maximum of
USD2,000,000. There was no finders fee paid by the Company in connection with
the option agreement. The option to acquire the property continues to be
available to the Company.

The Company has fully written-off the
carrying value of its exploration properties during the prior years due to the
Company not having sufficient funds to perform further work on the Deborah Gold
property and forfeiting the mineral leases on the other properties under option
agreements.

Acquisitions

The acquisition of title to exploration
properties is a detailed and time-consuming process. The Company has taken
steps, in accordance with industry standards, to verify title to exploration
properties in which it has an interest. Although the Company has taken every
reasonable precaution to ensure that legal title to its properties is properly
recorded in the name of the Company, there can be no assurance that such title
will ultimately be secured.

20

---

|XIANA MINING INC.                             
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|YEARS
      ENDED JANUARY 31, 2016 AND 2015   

|8. | INTEREST IN EXPLORATION PROPERTIES(contd...)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Environmental expenditures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The operations of the Company may in the future be affected from time
      to time in varying degrees by changes in environmental regulations,
      including those for future removal and site restoration costs. Both the
      likelihood of new regulations and their overall effect upon the Company
      vary greatly and are not predictable. The Companys policy is to meet or,
      if possible, surpass standards set by relevant legislation by application
      of technically proven and economically feasible measures.                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Environmental expenditures that relate to ongoing environmental and
      reclamation programs are charged against earnings as incurred or
      capitalized and amortized depending on their future economic benefits.
      Estimated future removal and site restoration costs, when the ultimate
      liability is reasonably determinable, are charged against profit or loss
      over the estimated remaining life of the related business operation, net
      of expected recoveries. The Company is not aware of any asset retirement
      obligations as of January 31, 2016 and 2015.

|9. | CAPITAL STOCK Authorized                                                                  
|-- | ------------------------------------------------------------------------------------------
|   |                                                                                           
|   | An unlimited number of common shares without par value.                                   
|   |                                                                                           
|   | Share issuances                                                                           
|   |                                                                                           
|   | During the years ended January 31, 2016, 2015 and 2014, there were no
      shares issued.

|10. | SHARE-BASED PAYMENT RESERVE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Stock options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The Company has a stock option plan (the Plan) in place under which
      it is authorized to grant options to executive officers, directors,
      employees and consultants enabling them to acquire up to 10% of the issued
      and outstanding common shares of the Company. Under the Plan, the exercise
      price of each option equals the approximate market price of the Company's
      stock as calculated on the date of grant. The options can be granted for a
      maximum term of five years, and periods of vesting are determined by the
      Board of Directors.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The Company did not have any outstanding options as at January 31,
      2016, 2015 and 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | Warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | The Company did not have any outstanding warrants as at January 31,
      2016, 2015 and 2014.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

21

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|XIANA MINING INC.                             
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|YEARS
      ENDED JANUARY 31, 2016 AND 2015   

|11. | RELATED PARTY TRANSACTIONS AND BALANCES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Key management personnel include those persons having authority and
      responsibility for planning, directing and controlling the activities of
      the Company as a whole. The Company has determined that key management
      personnel consist of executive and non-executive members of the Companys
      Board of Directors and corporate officers.                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | During the year ended January 31, 2016, the Company entered into the
      following transactions with related parties:                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Management compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Paid or accrued consulting fees and wages of $157,870 (2015 -
      $217,578; 2014 - $179,985) to officers, directors, and a company owned by
      a former corporate secretary of the Company.                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Amounts due to related parties is comprised of $Nil (2015 - $73,449)
      owed to companies with a common officer or director for reimbursement of
      office expenses, regulatory expenses, professional fees, travel and
      promotion expenses, consulting fees, investor relations and exploration
      expenditures; and $1,227,599 (2015 - $1,056,413) to directors, of which
      $Nil (2015 - $40,079) is included in accounts payable and accrued
      liabilities. The amounts due to related parties are unsecured and without
      interest or stated terms of repayment.

|12. | EXPLORATION AND EVALUATION EXPENDITURES                                                            
|--- | ---------------------------------------------------------------------------------------------------
|    |                                                                                                    
|    | Exploration and evaluation costs incurred in the year ended January
      31, 2016 were as follows:

| |                                 |   |              |  |   | North |  |  | South  |  |   |        | 
| | ------------------------------- | - | ------------ |  | - | ----- |  |  | ------ |  | - | ------ | 
| |                                 |   | Central Zone |  |   | Zone  |  |  | Zone   |  |   | Total  | 
| | Land maintenance and tenure     | $ | -            |  | $ | - $   |  |  | 12,263 |  | $ | 12,263 | 
| | Total expenditures for the year | $ | -            |  | $ | - $   |  |  | 12,263 |  | $ | 12,263 | 

Exploration and evaluation costs
incurred in the year ended January 31, 2015 were as follows:

| |                                 |   |              |  |   | North |  |  | South  |  |   |        | 
| | ------------------------------- | - | ------------ |  | - | ----- |  |  | ------ |  | - | ------ | 
| |                                 |   | Central Zone |  |   | Zone  |  |  | Zone   |  |   | Total  | 
| | Land maintenance and tenure     | $ | -            |  | $ | - $   |  |  | 10,209 |  | $ | 10,029 | 
| | Total expenditures for the year | $ | -            |  | $ | - $   |  |  | 10,209 |  | $ | 10,029 | 

Exploration and evaluation costs
incurred in the year ended January 31, 2015 were as follows:

| |                                 |   |              |  |   | North |  |   | South |  |   |       | 
| | ------------------------------- | - | ------------ |  | - | ----- |  | - | ----- |  | - | ----- | 
| |                                 |   | Central Zone |  |   | Zone  |  |   | Zone  |  |   | Total | 
| | Land maintenance and tenure     | $ | 2,342        |  | $ | -     |  | $ | -     |  | $ | 2,342 | 
| | Total expenditures for the year | $ | 2,342        |  | $ | -     |  | $ | -     |  | $ | 2,342 | 

22

---

|XIANA MINING INC.                             
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|YEARS
      ENDED JANUARY 31, 2016 AND 2015   

|13. | SEGMENTED INFORMATION                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                        
|    | The business of the Company is the acquisition, exploration and
      development of exploration properties. At January 31, 2015, the Company
      had abandoned its interests in property and equipment in Peru of $30,538
      and has no other non-current assets.

|14. | CAPITAL MANAGEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The Company manages its capital structure, being its capital stock,
      and makes adjustments to it based on the funds available to the Company in
      order to support future business opportunities. The Board of Directors
      does not establish quantitative return on capital criteria for management,
      but rather relies on the expertise of the Companys management to sustain
      future development of the business.                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The Company currently has no source of revenues; as such the Company
      is dependent upon external financings to fund activities. In order to
      carry future projects and pay for administrative costs, the Company will
      spend its existing working capital and needs to raise additional funds.
      Management reviews its capital management approach on an ongoing basis and
      believes that this approach, given the relative size of the Company, is
      reasonable.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | There were no changes to the Companys approach to capital management
      during the year ended January 31, 2016. The Company is not subject to
      externally imposed capital requirements.                                                                                                                                                                                                                                                                                              

|15. | INCOME TAXES                                                                                                                                                                           
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                        
|    | A reconciliation of income taxes at Canadian statutory rates of 26.00%
      (2015 - 26.00%; 2014 - 26.00%) with the reported taxes is as follows for
      the years ended January 31:

| |                                                                                  |   | 2016      |   |   | 2015      |   |   | 2014     |  
| | -------------------------------------------------------------------------------- | - | --------- | - | - | --------- | - | - | -------- | -
| |                                                                                  |   |           |   |   |           |   |   |          |  
| | Loss before income tax                                                           | $ | (74,072   | ) | $ | (403,347  | ) | $ | (907,809 | )
| | Canadian statutory rate                                                          |   | 26.00%    |   |   | 26.00%    |   |   | 26.00%   |  
| |                                                                                  |   |           |   |   |           |   |   |          |  
| | Expected income tax recovery                                                     |   | (19,259   | ) |   | (104,870  | ) |   | (236,030 | )
| | Difference in foreign
      tax rates                                            |   | (815,029  | ) |   | (815,251  | ) |   | (791     | )
| | Other temporary differences                                                      |   | (698,114  | ) |   | (692,001  | ) |   | 16,374   |  
| | Share issue costs                                                                |   | -         |   |   | -         |   |   | -        |  
| | Reduction in deferred income taxes resulting
      from statutory rate reduction |   | -         |   |   | -         |   |   | (179     | )
| | Tax effect of foreign
      exchange on assets and liabilities                   |   | (215,644  | ) |   | (241,407  | ) |   | (3,604   | )
| | Adjustment to tax losses provided from prior
      years                         |   | 1,238,817 |   |   | 1,238,817 |   |   | -        |  
| | Unused tax losses and tax offsets not recognized as
      deferred tax asset     |   | 509,229   |   |   | 614,712   |   |   | 224,230  |  
| |                                                                                  | $ | -         |   | $ | -         |   | $ | -        |  

23

---

|XIANA MINING INC.                             
|----------------------------------------------
|(An Exploration Stage Company)                
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
|(Expressed in Canadian dollars)               
|YEARS
      ENDED JANUARY 31, 2016 AND 2015   

|15. | INCOME TAXES(contd)                                                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                
|    | The Company recognizes tax benefits on losses or other deductible
      amounts generated in countries where probable the Company will generate
      taxable income to recognize deferred tax assets. The balance of tax assets
      resulting from the Companys unrecognized deductible temporary differences
      and unused tax losses consist of the following amounts:

| |                                                                                       |   | 2016       |  |   | 2015       | 
| | ------------------------------------------------------------------------------------- | - | ---------- |  | - | ---------- | 
| | Carrying value less than
      income tax basis of interest in exploration properties | $ | 6,630,000  |  | $ | 6,630,000  | 
| | Carrying value less than income tax
      basis of fixed assets                       |   | 53,000     |  |   | 53,000     | 
| | Non-capital losses
      carried forward                                              |   | 74,082,000 |  |   | 40,490,000 | 
| | Capital losses carried forward                                                        |   | 67,000     |  |   | 42,000     | 
| | Share issuance costs                                                                  |   | 3,000      |  |   | 2,000      | 
| |                                                                                       | $ | 80,835,000 |  | $ | 47,217,000 | 

The deductible temporary differences do
not expire and the tax losses expire as follows:

| | Available to |   | Canada    |  |   | Foreign    |  |   | Total      | 
| | ------------ | - | --------- |  | - | ---------- |  | - | ---------- | 
| |              |   |           |  |   |            |  |   |            | 
| | 2027         | $ | 50,000    |  | $ | -          |  | $ | 50,000     | 
| | 2028         |   | 150,000   |  |   | -          |  |   | 150,000    | 
| | 2029         |   | 871,000   |  |   | -          |  |   | 871,000    | 
| | 2030         |   | 1,899,000 |  |   | -          |  |   | 1,899,000  | 
| | 2031         |   | 2,229,000 |  |   | -          |  |   | 2,229,000  | 
| | 2032         |   | 1,843,000 |  |   | -          |  |   | 1,843,000  | 
| | 2033         |   | 704,000   |  |   | -          |  |   | 704,000    | 
| | 2034         |   | 486,000   |  |   | -          |  |   | 486,000    | 
| | 2035         |   | 310,000   |  |   | -          |  |   | 310,000    | 
| | 2036         |   | 237,000   |  |   | -          |  |   | 237,000    | 
| | No expiry    |   | -         |  |   | 65,303,000 |  |   | 65,303,000 | 
| |              | $ | 8,779,000 |  | $ | 65,303,000 |  | $ | 74,082,000 | 

|16. | SUBSEQUENT EVENTS                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                             
|    | Subsequent to January 31, 2016, the Company entered into a Share
      Purchase Agreement to sell a wholly owned subsidiary in Peru, Dorato Peru
      S.A.C. (the Subsidiary) for cash consideration of USD30,000.                       
|    |                                                                                                                                                                                                                                             
|    | Assets held by the Subsidiary have been written down, and total
      liabilities of USD170,800 and any contingent liabilities will be assumed
      by the buyer, resulting in a gain on disposition of the Subsidiary of
      USD200,800.

24

---

|ITEM 18. | FINANCIAL STATEMENTS
|-------- | --------------------

Not applicable.

|ITEM 19. | EXHIBITS
|-------- | --------

|1.1(1)  | Articles effective August 21, 2006.                                                                                                                                                                         
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                             
|4.7(2)  | Royalty Option Agreement between the Company and
      Franco-Nevada Corporation dated July 18, 2008, as amended on March 30,
      2009.                                                                   
|        |                                                                                                                                                                                                             
|4.9(2)  | Stock Option Plan.                                                                                                                                                                                          
|        |                                                                                                                                                                                                             
|4.10(3) | Option Agreement with Sociedad Minera de Responsabilidad
      Limitada La Luminose de Cajamarca (Luminosa) dated September 16, 2011.                                                                     
|        |                                                                                                                                                                                                             
|4.11    | Royalty Purchase Agreement with Franco-Nevada Corporation
      dated June 22, 2012.                                                                                                                        
|        |                                                                                                                                                                                                             
|8.1     | List of Subsidiaries (incorporated by reference to Item
      4.C  Organizational Structure)                                                                                                               
|        |                                                                                                                                                                                                             
|11.1(1) | Code of Ethics.                                                                                                                                                                                             
|        |                                                                                                                                                                                                             
|12.1    | Certification of the Chief Executive Officer Pursuant To
      Rule 13a-14 Or 15d-14 of the Securities Exchange Act Of
      1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.
|        |                                                                                                                                                                                                             
|12.2    | Certification of the Chief Financial Officer Pursuant To
      Rule 13a-14 Or 15d-14 of the Securities Exchange Act of
      1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
    of 2002.
|        |                                                                                                                                                                                                             
|13.1    | Certification of the Chief Executive Officer pursuant to
      18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.                                             
|        |                                                                                                                                                                                                             
|13.2    | Certification of the Chief Financial Officer pursuant to
      18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002.                                             
|        |                                                                                                                                                                                                             
|(1)     | Incorporated by reference from our Annual Report on
      Form 20-F filed on May 24, 2007 with the Securities and Exchange
      Commission.                                                                
|        |                                                                                                                                                                                                             
|(2)     | Incorporated by reference from our Annual Report on
      Form 20-F filed on August 24, 2009 .with the Securities and
      Exchange Commission.                                                            
|        |                                                                                                                                                                                                             
|(3)     | Incorporated by reference from our Annual Report on
      Form 20-F filed on June 13, 2012 with the Securities and Exchange
      Commission.                                                               

62

---

|SIGNATURES
|----------

The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.

XIANA MINING INC.

/s/
    Carlos BallonBy:
    Carlos Ballon,President & CEO


Date:
    May 27, 2016


63

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