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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, 2017

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, 2017
|--------------------------- | -------------------------------
|Common Shares, no par value | 33,468,155                     

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
      issued By 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                                | 22  
|                                  | 4.D                                                         | Property,
      Plants and Equipment                          | 23  
|ITEM
      5.                     | OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS          | 27                                                           
|                                  | 5.A                                                         | Operating
      Results                                       | 27  
|                                  | 5.B                                                         | Liquidity
      and Capital Resources                         | 31  
|                                  | 5.C                                                         | Research
      and Development, Patents and Licenses, etc.    | 31  
|                                  | 5.D                                                         | Trend
      Information                                       | 31  
|                                  | 5.E                                                         | Off-Balance
      Sheet Arrangements                          | 31  
|                                  | 5.F                                                         | Tabular
      Disclosure of Contractual Obligations           | 31  
|ITEM
      6.                     | DIRECTORS,
      SENIOR MANAGEMENT AND EMPLOYEES            | 31                                                           
|                                  | 6.A                                                         | Directors
      and Senior Management                         | 31  
|                                  | 6.B                                                         | Compensation                                                  | 33  
|                                  | 6.C                                                         | Board
      Practices                                         | 35  
|                                  | 6.D                                                         | Employees                                                     | 35  
|                                  | 6.E                                                         | Share
      Ownership                                         | 36  
|ITEM
      7.                     | MAJOR
      SHAREHOLDERS AND RELATED PARTY TRANSACTIONS     | 37                                                           
|                                  | 7.A                                                         | Major
      Shareholders                                      | 37  
|                                  | 7.B                                                         | Related
      Party Transactions                              | 37  
|                                  | 7.C                                                         | Interests
      of Experts and Counsel                        | 37  
|ITEM
      8.                     | FINANCIAL
      INFORMATION                                 | 40                                                           
|                                  | 8.A                                                         | Consolidated
      Statements and Other Financial Information | 40  
|                                  | 8.B                                                         | Significant
      Changes                                     | 40  
|ITEM
      9.                     | THE
      OFFER AND LISTING                                 | 40                                                           
|                                  | 9.A                                                         | Offer
      and Listing Details                               | 40  
|                                  | 9.B                                                         | Plan
      of Distribution                                    | 41  
|                                  | 9.C                                                         | Markets                                                       | 41  
|                                  | 9.D                                                         | Selling
      Shareholders                                    | 41  
|                                  | 9.E                                                         | Dilution                                                      | 42  
|                                  | 9.F                                                         | Expenses
      of the Issue                                   | 42  
|ITEM
      10.                    | ADDITIONAL
      INFORMATION                                | 42                                                           
|                                  | 10.A                                                        | Share
      Capital                                           | 42  
|                                  | 10.B                                                        | Memorandum
      and Articles of Association                  | 42  
|                                  | 10.C                                                        | Material
      Contracts                                      | 42  
|                                  | 10.D                                                        | Exchange
      Controls                                       | 43  
|                                  | 10.E                                                        | Taxation                                                      | 43  
|                                  | 10.F                                                        | Dividends
      and Paying Agents                             | 54  
|                                  | 10.G                                                        | Statement
      by Experts                                    | 54  

3

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10.H
    Documents on
      Display
    5410.I
    Subsidiary
      Information
    54ITEM**11.**
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK
    55ITEM**12.**
    DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
    57PART II
    57ITEM**13.**
    DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
    57ITEM**14.**
    MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITYHOLDERS
      AND USE OF PROCEEDS
    57ITEM**15.**
    CONTROLS AND PROCEDURES
    57ITEM**16A.**
    AUDIT COMMITTEE FINANCIAL EXPERT
    58ITEM**16B.**
    CODE OF ETHICS
    58ITEM**16C.**
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    58ITEM**16D.**
    EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDITCOMMITTEES
    59ITEM**16E.**
    PURCHASES OF EQUITY SECURITIES BY THE ISSUER ANDAFFILIATED PURCHASERS
    59ITEM**16F.**
    CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT
    59ITEM**16G.**
    CORPORATE GOVERNANCE
    59PART III
    59ITEM17.
    FINANCIAL STATEMENTS
    59ITEM18.
    FINANCIAL STATEMENTS
    62ITEM19.
    EXHIBITS
    62SIGNATURES
    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                                                                                                                        

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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, 2017 and
2016 and for the years ended January 31, 2017, 2016 and 2015 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, 2017 and 2016 and for the three fiscal years ended January 31, 2017,
2016 and 2015. Such information is derived from our consolidated financial
statements which were examined by our independent auditors. The data for the
fiscal years ended January 31, 2014 and 2013 is derived from the Companys
audited consolidated financial statements, not includd herin, but filed with
previous Form 20-F Annual Reports and incorporated herein by reference. 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 31 IFRS2017
      Cdn$
    2016
      Cdn$
    2015
      Cdn$
    2014
      Cdn$
    2013
      Cdn$Revenue
    Nil
    Nil
    Nil
    Nil
    NilNet loss for the year
    (1,807,330)
    (74,072)
    (403,437)
    (907,809)
    (7,130,314)Comprehensive loss for the
      year
    (1,807,330)
    (74,072)
    (395,222)
    (902,298)
    (7,143,950)Basic and diluted loss per share,
      from operations
    (0.09)
    (0.04)
    (0.07)
    (0.20)
    (1.66)


Years
      Ended January 31 IFRS2017
      Cdn$
    2016
      Cdn$
    2015
      Cdn$
    2014
      Cdn$
    2013
      Cdn$Total Assets
    13,611
    623
    8,061
    101,895
    753,401Total Liabilities
    477,177
    1,842,574
    1,775,940
    1,474,552
    1,223,760Capital Stock
    59,647,307
    56,461,592
    56,461,592
    56,461,592
    56,461,592Shareholders Equity (Deficit)
    (463,566)
    (1,841,951)
    (1,767,879)
    (1,372,657)
    (470,359)


The weighted average outstanding shares used to calculate
income (loss) per share for the following fiscal periods are (on a post-share
consolidation basis): 23,389,296 for the year ended January 31, 2017, 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 and 4,284,292 for the year
ended January 31, 2013.

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, 2017, the cash balance of
$956 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 2018.

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 25, 2017, the noon exchange rate was USD 1.00 per CAD 1.3488. 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 2017
    1.3648
    1.3254March 2017
    1.3503
    1.3308February 2017
    1.3203
    1.3014January 2017
    1.3437
    1.3078December 2016
    1.3570
    1.3124November 2016
    1.3581
    1.3337


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 312017
    2016
    2015
    2014
    2013Average Rate during Year (1)
    1.3176
    1.2963
    1.1144
    1.0389
    0.9978Year End (1)
    1.3130
    1.4080
    1.2717
    1.1225
    0.9973High (2)
    1.4006
    1.4661
    1.2799
    1.1225
    1.0442Low (2)
    1.2544
    1.1925
    1.0620
    0.9952
    0.9642


|(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, 2017 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.

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

15

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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.

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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, 2017 and through May 24, 2017 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.

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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.

Private Placements

The Company did not issue any securities during the year ended
January 31, 2017. 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.

21

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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
      Incorporation | Principal Activity | Xianas interest for
      2017 | Xianas interest for
      2016
|-------------------------------------- | ------------------------------ | ------------------ | ------------------------------- | -------------------------------
|Dorato Peru S.A.C. (1)                 | Peru                           | Mining company     | Nil                             | 100%                           
|Compania Minera la Luminosa S.A.C. (2) | Peru                           | Holding company    | 99%                             | 99%                            

|(1) | Incorporated in Peru on April 25, 2007. The Company
      disposed of Dorato Peru S.A.C. during the year ended January 31,
      2017.
|--- | --------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                       
|(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.

22

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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.

23

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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.

24

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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.

25

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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.

26

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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, 2017 compared to the year ended
January 31, 2016

A net loss of $1,807,330 for the year ended January 31, 2017
was incurred, compared to a net loss of $74,072 in the same period last
year.

Consulting fees of $199,066 (2016 - $157,870) increased due to
an increase in fees during the current fiscal year compared to prior period due
to increased activities.

Gain on foreign exchange of $4,859 (2016  loss of $22,964)
decreased due primarily due to a change in foreign exchange on the Peruvian
accounts payable.

Investor relations expenses of $1,772 (2016 - $1,444) increased
due to higher marketing costs and activity.

Loss on settlement of debt $1,738,603 (2016 - $Nil). During the
year ended January 31, 2017, The Company issued 28,976,720 common shares at
$0.11 per share, to settle outstanding debt of $1,448,836, including $1,395,843
to related parties, and incurred $1,724 of share issuance costs relating to this
share issuance. The difference between the fair value of the shares and the debt
settled amounting to $1,738,603, was recognized as a loss on settlement of debt.

Office and miscellaneous expenses of $34,273 (2016 - $22,010)
increased primarily due to higher activity.

Professional fees of $28,240 (2016 - $14,550) increased
primarily due to higher legal fees and accounting fees incurred by the Company
in the current year due to an increase in activity.

27

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Property investigation of $30,392 (2016 - $Nil) was related to
the Companys efforts to find new exploration properties.

Regulatory fees of $13,985 (2016 - $19,868) decreased due to
lower filing activity in the current year compared to prior year.

Travel and promotion of $43,134 (2016 - $ 1,727) increased
primarily due to more trips taken during the current year.

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
a decrease in fees during the current fiscal year compared to prior period due
to increased activities.

Loss on foreign exchange of $22,964 (2015  gain of $324)
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 - $11,307)
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 due to increased activities.

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.

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.

28

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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.

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.

29

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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.

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 USD3.00 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 $956 as at January 31, 2017, compared to $29 as at
January 31, 2016. As at January 31, 2017, the Company had a working capital
deficiency of $325,140 compared to a working capital deficiency of $1,841,951 as
of January 31, 2016.

The Companys consolidated financial statements for the year
ended January 31, 2017 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.

30

---

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 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 2017, related parties provided the Company
short-term loans of $66,741 (2016: $38,131, 2015: $44,500). The loans were
non-interest bearing and were repaid in fiscal 2017.

|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.

31

---

Name
    Position
    Age
    Date of
      First Election or AppointmentRowland Perkins
    Director
    63
    October 31, 2011Carlos Ballon
    Director, CEO
    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).

32

---

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 24, 2017, 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, 2017, the Company paid
or accrued an aggregate of $160,360 in cash compensation to directors and senior
management as a group.

33

---

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, 2017, January 31, 2016 and January
31, 2015.

|Name and principal     | Fiscal | Salary  | Share | **Option-** | Non-equity
      incentive | Pension   | All other | Total  
|---------------------- | ------ | ------- | ----- | ----------- | -------------------------- | --------- | --------- | -------
|position               | Year   | (Cdn$)  | -     | based       | plan
      compensation    | value     | compen-   | compen-
|                       | Ended  |         | based | awards      | (Cdn$)                     | (Cdn$)    | sation    | sation 
|                       |        |         | awar  | (Cdn$)      | Annual                     | Long-term |           | (Cdn$) 
|                       |        |         | ds    |             | incentive                  | incentive |           |        
|                       |        |         | (Cdn  |             | plans                      | plans(1)  |           |        
|                       |        |         | $)    |             |                            |           |           |        
|Carlos Ballon(4)       | 2017   | 118,362 | Nil   | Nil         | Nil                        | Nil       | Nil       | Nil    
|Current CEO and        | 2016   | 115,870 | Nil   | Nil         | Nil                        | Nil       | Nil       | Nil    
|President              | 2015   | 100,459 | Nil   | Nil         | Nil                        | Nil       | Nil       | Nil    
|                       |        |         |       |             |                            |           |           |        
|Rowland Perkins(2)     | 2017   | Nil     | Nil   | Nil         | Nil                        | Nil       | Nil       | Nil    
|Former Interim CEO and | 2016   | Nil     | Nil   | Nil         | Nil                        | Nil       | Nil       | Nil    
|President              | 2015   | Nil     | Nil   | Nil         | Nil                        | Nil       | Nil       | Nil    
|                       |        |         |       |             |                            |           |           |        
|Anton Drescher(3)      | 2017   | 42,000  | Nil   | Nil         | Nil                        | Nil       | Nil       | Nil    
|CFO, Former Interim    | 2016   | 42,000  | Nil   | Nil         | Nil                        | Nil       | Nil       | Nil    
|CEO and President      | 2015   | 42,000  | Nil   | Nil         | Nil                        | Nil       | Nil       | Nil    

|(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, 2017, 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, 2017 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, 2017.

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, 2017 to the directors of the Company
who were not executive officers.

34

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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. Drescher Robert Baxter
Brian 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, 2017, 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.

35

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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 24,
2017.

Name
    Common Shares Beneficially Owned(1)
    Percentage of Class(2)Anton J. Drescher
    4,683,332
    13.99%Carlos Ballon
    (3)23,316,421
    69,.68%Rowland Perkins
    600
    0.00%Robert Baxter
    245,260
    0.01%Brian Kerzner
    Nil
    N/AAll Executive Officers and
    28,245,613
    83.681%Directors as a
      Group


|(1) | The Company currently has no outstanding stock
      options.                                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Percentages are based on 33,468,155 Common Shares
      outstanding as of May 31, 2017.                                                                                                                                                                                                                                                                                        
|(3) | Of the shares held by Mr. Ballon, 14,417,020 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). An additional
      8,899,400 shares are under indirect control direction of Mr.
      Ballon.

Incentive Stock Option Plan

At the annual general meeting held on July 15, 2015, the
shareholders approved the 2015 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 November 10, 2016.

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;

36

---

| | (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 31, 2017, 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 31,
2017, options with respect to 3,346,824 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 31, 2017.

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

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

As at May 31, 2017, 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)Anton J. Drescher
    4,686,132
    14.00%Carlos Ballon
    23,316,421
    69.68%


37

---

| | (1) | Percentages are based on 33,468,155 Common Shares
      outstanding as of May 31 2017.                                                                                                                                                                                                                                                                                                  
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Of the shares held by Mr. Ballon, 1,417,647 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). An additional
      8,899,400 shares are under the indirect control and directon of Carlos
      Ballon.

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 31, 2017, there were 33,468,238 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 (3.74%)
Common Shares are residents of the United States and 8 of these registered
shareholders, holding approximately 3,238,445 (9.68%) 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.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

38

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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, 2017, the Company paid or accrued to Mr. Ballon an
      aggregate of $118,360 (2016 - $115,870, 2015 - $100,459).                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|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, 2017, the Company paid or accrued to Mr. Drescher an aggregate of
      $42,000 (2016 - $42,000, 2015 - $42,000).                                                                                                                                                                                                                                                                                                                                                                                                                                                          

39

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|8. | During the financial year ended January 31, 2017, 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, 2015 - $Nil).                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                             
|9. | During the financial year ended January 31, 2017, 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 (2016 - $Nil, 2015 -
$18,000).

|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, 2017 and 2016 and for the fiscal years ended January 31, 2017,
2016 and 2015, 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
      $2017 (1)
    0.21
    0.0952016 (1)
    0.195
    0.0252015 (1)
    0.10
    0.042014 (1)
    0.15
    0.0052013 (1)
    0.095
    0.01


40

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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, 2017 (1)
    0.21
    0.12January 31, 2017 (1)
    0.21
    0.10October 31, 2016 (1)
    0.20
    0.09July 31, 2016 (1)
    0.13
    0.03April 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
    0.03


| | (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 2017
    0.12
    0.11April 2017
    0.14
    0.12March 2017
    0.20
    0.13February 2017
    0.21
    0.16January 2017
    0.21
    0.10December 2016
    0.13
    0.11


|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.

41

---

|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.

42

---

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).

43

---

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.

44

---

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.

45

---

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.

46

---

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.

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.

47

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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.

48

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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.

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.

49

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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.

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.

50

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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.

51

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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.

52

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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
USD50,000. 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.

53

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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.

54

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|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, 2017
    
    
    January 31, 2016Held at a major Canadian financial
      institution
    $
    956
    
    $
    29Peruvian financial institution
    
    Nil
    
    
    Nil$
    956
    
    $
    29


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,
2017, the cash balance of $956 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 2018.

55

---

Liabilities as at January 31, 2017 are
as follows:

Due in
    
    0 to 3 months
    
    
    3 to 6 months
    
    
    6 to 12 months
    
    
    TotalAccounts payable and accrued liabilities
    $
    338,751
    
    
    -
    
    
    -
    
    $
    338,751Due to related parties
    
    -
    
    
    -
    
    
    -
    
    
    -$
    338,751
    
    
    -
    
    
    -
    
    $
    338,751


Liabilities as at January 31, 2016 are
as follows:

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


|(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 $222,688 (2016 - $238,604) denominated in soles. For the
year ended January 31, 2017, 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 $15,588 (2016 - $16,702). 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.

56

---

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.

57

---

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,
2017 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, 2017.

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, 2017 and 2016.

Year ended January 31
    
    2017
    
    
    2016Audit 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.
|--- | -------------------------------------------------------------------------

58

---

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.

|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 31, 2017.                                                                                                                   
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                        
| |  | Consolidated Statements of Financial Position at January
      31, 2017 and January 31, 2016.                                                          
| |   |                                                                                                                                                        
| |  | Consolidated Statements of Operations and Comprehensive
      Loss for the years ended January 31, 2017, January 31, 2016 and January
      31, 2015.  
| |   |                                                                                                                                                        
| |  | Consolidated Statements of Changes in Shareholders
      Deficiency for the years ended January 31, 2017, January 31, 2016 and
      January 31, 2015.
| |   |                                                                                                                                                        
| |  | Consolidated Statements of Cash Flows for the years ended
      January 31, 2017, January 31, 2016 and January 31, 2015.                               
| |   |                                                                                                                                                        
| |  | Notes to the Consolidated Financial Statements for the
      years ended January 31, 2017, January 31, 2016 and January 31, 2015.                      

59

---

XIANA MINING INC.

(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

Years Ended January 31, 2017 and 2016

Corporate Head Office

507-837 West Hastings Street Vancouver, BC Canada
V6C 3N7 Tel: 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, 2017 and 2016 and the consolidated
statements of comprehensive loss, changes in shareholders deficiency and cash
flows for the years ended January 31, 2017, 2016 and 2015, 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, 2017 and 2016, and its financial performance and its cash flows
for the years ended January 31, 2017, 2016 and 2015 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 cast substantial
doubt about the Companys ability to continue as a going concern.

/Smythe LLP/

Chartered Professional Accountants

Vancouver, Canada May 31, 2017

1

---

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

|                                         |   | 2017        |   |   | 2016        |  
|---------------------------------------- | - | ----------- | - | - | ----------- | -
|ASSETS                                   |   |             |   |   |             |  
|                                         |   |             |   |   |             |  
|Current                                  |   |             |   |   |             |  
|Cash                                     | $ | 956         |   | $ | 29          |  
|Amounts receivable                       |   | 12,655      |   |   | 594         |  
|                                         | $ | 13,611      |   | $ | 623         |  
|LIABILITIES AND SHAREHOLDERS DEFICIENCY |   |             |   |   |             |  
|                                         |   |             |   |   |             |  
|Current                                  |   |             |   |   |             |  
|Accounts payable and accrued liabilities | $ | 338,751     |   | $ | 614,975     |  
|Due to related parties (Note 11)         |   | -           |   |   | 1,227,599   |  
|                                         |   | 338,751     |   |   | 1,842,574   |  
|Due
      to related parties (Note 11)   |   | 138,426     |   |   | -           |  
|                                         |   | 477,177     |   |   | 1,842,574   |  
|Shareholders deficiency                 |   |             |   |   |             |  
|                                         |   |             |   |   |             |  
|Capital stock
      (Note 9)             |   | 59,647,307  |   |   | 56,461,592  |  
|Share-based payment reserve (Note 10)    |   | 5,871,554   |   |   | 5,871,554   |  
|Deficit                                  |   | (65,982,427 | ) |   | (64,175,097 | )
|                                         |   | (463,566    | ) |   | (1,841,951  | )
|                                         | $ | 13,611      |   | $ | 623         |  

On behalf of the Board:

|Carlos Ballon (signed)         | Anton Drescher (signed)   
|-------------------------------- | ----------------------------
|Mr. Carlos Ballon, CEO, Director | 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 COMPREHENSIVE LOSS
|(Expressed in Canadian Dollars)              
|YEARS ENDED
      JANUARY 31,                

|                                                                        |   | 2017       |   |   | 2016      |   |   | 2015      |  
|----------------------------------------------------------------------- | - | ---------- | - | - | --------- | - | - | --------- | -
|                                                                        |   |            |   |   |           |   |   |           |  
|EXPENSES                                                                |   |            |   |   |           |   |   |           |  
|Consulting fees
      (Note 11)                                         | $ | 199,066    |   | $ | 157,870   |   | $ | 217,578   |  
|Depreciation                                                            |   | -          |   |   | -         |   |   | 9,028     |  
|Loss on sale of
      investment (Note 6)                               |   | -          |   |   | -         |   |   | 34,745    |  
|Loss on settlement of debt (Note
      8)                               |   | 1,738,603  |   |   | -         |   |   | -         |  
|Investor
      relations                                                |   | 1,772      |   |   | 1,444     |   |   | 1,343     |  
|Loss (gain) on foreign exchange                                         |   | (4,859     | ) |   | 22,964    |   |   | (324      | )
|Office and
      miscellaneous                                          |   | 34,273     |   |   | 22,010    |   |   | 11,307    |  
|Professional fees                                                       |   | 28,240     |   |   | 14,550    |   |   | 52,615    |  
|Regulatory                                                              |   | 13,985     |   |   | 19,868    |   |   | 10,381    |  
|Travel and promotion                                                    |   | 43,134     |   |   | 1,727     |   |   | -         |  
|Property
      investigation                                            |   | 30,392     |   |   | -         |   |   | -         |  
|Wages and benefits                                                      |   | -          |   |   | -         |   |   | 101       |  
|Write-off of accounts payable                                           |   | -          |   |   | (45,583   | ) |   | -         |  
|                                                                        |   |            |   |   |           |   |   |           |  
|Net loss from continuing
      operations                               |   | (2,084,606 | ) |   | (194,850  | ) |   | (336,774  | )
|                                                                        |   |            |   |   |           |   |   |           |  
|Net income (loss) from discontinued operations(Note 14)                 |   | 277,276    |   |   | 120,778   |   |   | (66,573   | )
|                                                                        |   |            |   |   |           |   |   |           |  
|Net loss for the year                                                   |   | (1,807,330 | ) |   | (74,072   | ) |   | (403,347  | )
|                                                                        |   |            |   |   |           |   |   |           |  
|Items that will be
      reclassified to net loss                       |   |            |   |   |           |   |   |           |  
|Transfer on sale of available-for-sale
      investment                 |   | -          |   |   | -         |   |   | 8,125     |  
|                                                                        |   |            |   |   |           |   |   |           |  
|Comprehensive loss for the year                                         | $ | (1,807,330 | ) | $ | (74,072   | ) | $ | (395,222  | )
|                                                                        |   |            |   |   |           |   |   |           |  
|Basic and fully diluted loss per share from
      continuing operations | $ | (0.09      | ) | $ | (0.04     | ) | $ | (0.07     | )
|                                                                        |   |            |   |   |           |   |   |           |  
|Earnings (loss) per share from
      discontinued operations            |   |            |   |   |           |   |   |           |  
|Basic
      earnings (loss) per share                                   | $ | 0.01       |   | $ | 0.03      |   | $ | (0.01     | )
|Diluted earnings (loss) per share*                                      | $ | 0.01       |   | $ | 0.03      |   | $ | (0.01     | )
|                                                                        |   |            |   |   |           |   |   |           |  
|Weighted average number of common shares outstanding                    |   | 23,389,296 |   |   | 4,491,518 |   |   | 4,491,518 |  

*The Company had no dilutive securities outstanding in any of
the years ended January 31, 2017, 2016 and 2015.

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

3

---

|XIANA MINING INC.                                                   
|--------------------------------------------------------------------
|(An Exploration Stage Company)                                      
|CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS
      DEFICIENCY
|(Expressed in
      Canadian Dollars)                               

Share-Issued
    
    
    based
    
    
    Available-
    
    
    
    
    
    TotalNumber of
    
    
    Capital
    
    
    Payment
    
    
    for-Sale
    
    
    
    
    
    ShareholdersShares
    
    
    Stock
    
    
    Reserve
    
    
    Investment
    
    
    Deficit
    
    
    DeficiencyBalance, January 31,
      2014
    
    4,491,435
    
    $
    56,461,592
    
    $
    5,871,554
    
    $
    (8,125
    )
    $
    (63,697,678
    )
    $
    (1,372,657
    )Transfer on sale of
      available- for-sale investment
    
    -
    
    
    -
    
    
    -
    
    
    8,125
    
    
    -
    
    
    8,125Net
      loss for the year
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (403,347
    )
    
    (403,347
    )Balance, January 31, 2015
    
    4,491,435
    
    
    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
    
    4,491,435
    
    
    56,461,592
    
    
    5,871,554
    
    
    -
    
    
    (64,175,097
    )
    
    (1,841,951
    )Shares issued for debt settlement
    
    28,976,720
    
    
    3,187,439
    
    
    -
    
    
    -
    
    
    -
    
    
    3,187,439Share issuance costs
    
    -
    
    
    (1,724
    )
    
    -
    
    
    -
    
    
    -
    
    
    (1,724
    )Net
      loss for the year
    
    -
    
    
    -
    
    
    -
    
    
    -
    
    
    (1,807,330
    )
    
    (1,807,330
    )Balance, January 31, 2017
    
    33,468,155
    
    $
    59,647,307
    
    $
    5,871,554
    
    $
    -
    
    $
    (65,982,427
    )
    $
    (463,566
    )


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,        

|                                                                  |   | 2017       |   |   | 2016     |   |   | 2015     |  
|----------------------------------------------------------------- | - | ---------- | - | - | -------- | - | - | -------- | -
|                                                                  |   |            |   |   |          |   |   |          |  
|Operating activities                                              |   |            |   |   |          |   |   |          |  
|Net loss
      for the year from continuing operations            | $ | (2,084,606 | ) | $ | (194,850 | ) | $ | (336,774 | )
|Add items not affecting
      cash                                |   |            |   |   |          |   |   |          |  
|Depreciation                                                      |   | -          |   |   | -        |   |   | 9,028    |  
|Loss on
      sale of investment                                  |   | -          |   |   | -        |   |   | 34,745   |  
|Unrealized loss (gain) on foreign exchange                        |   | (4,859     | ) |   | 22,964   |   |   | (324     | )
|Write-off of accounts payable                                     |   | -          |   |   | (45,583  | ) |   | -        |  
|Loss on settlement of debt                                        |   | 1,738,603  |   |   | -        |   |   | -        |  
|Changes in non-cash
      working capital                         |   |            |   |   |          |   |   |          |  
|Amounts receivable                                                |   | (7,202     | ) |   | 6,456    |   |   | (5,982   | )
|Prepaid expenses                                                  |   | -          |   |   | -        |   |   | 3,672    |  
|Accounts payable and accrued liabilities                          |   | 26,947     |   |   | 33,608   |   |   | (23,797  | )
|Due to related parties                                            |   | 306,670    |   |   | 137,816  |   |   | 243,339  |  
|                                                                  |   |            |   |   |          |   |   |          |  
|Operating cash flows from continuing
      operations             |   | (24,447    | ) |   | (39,589  | ) |   | (76,093  | )
|Operating cash flows from discontinued operations (Note
      14) |   | -          |   |   | 38,607   |   |   | 48,600   |  
|                                                                  |   |            |   |   |          |   |   |          |  
|Cash used in operating activities                                 |   | (24,447    | ) |   | (982     | ) |   | (27,493  | )
|                                                                  |   |            |   |   |          |   |   |          |  
|Investing activities                                              |   |            |   |   |          |   |   |          |  
|Cash from the sale of
      subsidiary                            |   | 27,098     |   |   | -        |   |   | -        |  
|Proceeds from sale of
      available-for-sale investment         |   | -          |   |   | -        |   |   | 24,835   |  
|Cash provided by investing activities                             |   | 27,098     |   |   | -        |   |   | 24,835   |  
|                                                                  |   |            |   |   |          |   |   |          |  
|Financing activities                                              |   |            |   |   |          |   |   |          |  
|Share issuance costs                                              |   | (1,724     | ) |   | -        |   |   | -        |  
|Cash used in financing activities                                 |   | (1,724     | ) |   | -        |   |   | -        |  
|                                                                  |   |            |   |   |          |   |   |          |  
|Change in cash during the year                                    |   | 927        |   |   | (982     | ) |   | (2,658   | )
|Cash, beginning of the year                                       |   | 29         |   |   | 1,011    |   |   | 3,669    |  
|                                                                  |   |            |   |   |          |   |   |          |  
|Cash, end of the year                                             | $ | 956        |   | $ | 29       |   |   | 1,011    |  
|                                                                  |   |            |   |   |          |   |   |          |  
|Non-cash transactions                                             |   |            |   |   |          |   |   |          |  
|Foreign exchange on
      liability balances                      | $ | (15,916    | ) | $ | (110,077 | ) | $ | 23,217   |  
|Foreign
      exchange on asset balances                          | $ | (4,859     | ) | $ | -        |   | $ | -        |  
|                                                                  |   |            |   |   |          |   |   |          |  
|Supplemental cash flow
      information                          |   |            |   |   |          |   |   |          |  
|Interest received                                                 | $ | -          |   | $ | -        |   | $ | -        |  
|Income
      taxes paid                                           | $ | -          |   | $ | -        |   | $ | -        |  

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 or
Xiana) 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 publicly 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 business plan.

For the year ended January 31, 2017,
the Company incurred a net loss of $1,807,330 (2016 - $74,072; 2015 - $403,347),
and as at January 31, 2017, has a working capital deficiency of $325,140 (2016 -
$1,841,951), an accumulated deficit of $65,982,427 (2016 - $64,175,097), 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. 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.

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 (CAD), which is the functional
currency of the Company and its subsidiary. 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, 2017 were approved and
authorized for issue by the Board of Directors on May 31, 2017.

Foreign currency translation

Items included in the financial
statements of each of the Companys entities 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 CAD, the
Companys functional currency. The financial statements of the subsidiary have
the same functional currency as that of the Company. Amounts recorded in foreign
currencies are translated into CAD as follows:

| | (i)   | Monetary assets and liabilities, at the rate of exchange
      in effect as at the statement of financial position date;                                                      
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                                                               
| | (ii)  | Non-monetary assets and liabilities, at the exchange
      rates prevailing at the time of the acquisition of the assets or
      assumption of the liabilities; and          
| |       |                                                                                                                                                                               
| | (iii) | Interest income and expenses (excluding depreciation,
      which is translated at the same rate as the related asset), at the rate of
      exchange on the transaction date.

Gains and losses arising from this
translation of foreign currency are included in the determination of net loss
for the year.

---

|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 consolidated 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:

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 consolidated 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.

---

|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...)

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
are accounting items that involve judgment:

Functional currency

The functional currency of the Company
and its subsidiary is the 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
reevaluated 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 both of its subsidiaries through July 8,
2016 (Note 14), and the accounts of the Company and Compania Minera la Luminosa
S.A.C. between July 9, 2016 and January 31, 2017. A subsidiary is an entity 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. The subsidiary is fully consolidated from the date on
which control is transferred. All significant intercompany balances and
transactions were eliminated upon consolidation.

The significant subsidiary of the
Company is:

Xianas effective
    Xianas effectiveCountry of
    Principal
    interest
    interestIncorporation
    Activity
    January 31, 2017
    January 31, 2016Dorato Peru
      S.A.C.
    Peru
    Mining company
    NIL
    100%Compania Minera la
    Peru
    Holding company
    99%
    99%Luminosa S.A.C.


---

|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
|-- | -------------------------------

Interests in exploration properties

| | (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.

Property and equipment

Property and equipment is held at cost
less accumulated depreciation. Depreciation is recognized in profit or loss at
the following annual rates:

Computer equipment
    -
    25% - 30%
      declining-balanceOffice equipment
    -
    10% - 25% declining-balanceLeasehold improvements
    -
    straight-line over the lease
      term


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

---

|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.

---

|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, 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.

---

|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)
|-- | ----------------------------------------

Earnings (loss) per share

Basic earnings (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.

Discontinued operations

A discontinued operation is a component
of the Companys business, the operations and cash flows of which can be clearly
distinguished from the rest of the Company, and which:

| | (i)   | Represent a separate major line of business or
      geographical area of operations;                                                
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------
| |       |                                                                                                                                      
| | (ii)  | Is part of a single coordinated plan to dispose of a
      separate major line of business or geographical area of operations;
    or
| |       |                                                                                                                                      
| | (iii) | Is a subsidiary acquired exclusively with a view to
      re-sell.                                                                   

Classification as a discontinued
operation occurs at the earlier of disposal or when the operation meets the
criteria to be classified as held-for-sale.

When an operation is classified as a
discontinued operation, the comparative statements of comprehensive loss is
restated as if the operation had been discontinued from the start of the
comparative years presented.

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

This category comprises derivatives, or
assets acquired or incurred principally for the purpose of selling or
repurchasing in the near terms. 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.

---

|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)

| | (i) | Financial assets (contd)
| | --- | --------------------------

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 consolidated statements of comprehensive
loss over the life of the financial instrument on an effective yield basis.

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.

Management assesses the carrying value
of AFS financial assets for objective evidence that impairment exists at 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.

| | (i) | 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.

---

|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
|-- | -------------------------------

Accounting standards and
interpretations adopted

During the year ended January 31, 2017,
the Company adopted certain new accounting standards, interpretations, and
amendments, none of which had material impact on the consolidated financial
statements.

Accounting Standards issued but not
yet applied

The following standards,
interpretations and amendments, which have not been applied in these
consolidated financial statements, will or may have an effect on the Companys
future consolidated financial statements. The Company is in the process of
evaluating these new standards.

IFRS 9 Financial Instruments,
Classification and Measurement

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

IFRS 16 Leases

IFRS 16 specifies how an IFRS reporter
will recognize, measure, present and disclose leases. The standard provides a
single lessee accounting model, requiring lessees to recognize assets and
liabilities for all leases unless the lease term is 12 months or less or the
underlying asset has a low value. Lessors continue to classify leases as
operating or finance, with IFRS 16s approach to lessor accounting substantially
unchanged from its predecessor, IAS 17 Leases. Applicable to annual
periods beginning on or after January 1, 2019.

Disclosure Initiative (Amendments to
IAS 7 Statement of Cash Flows)

The amendments require entities to
provide disclosures that enable users of financial statements to evaluate
changes in liabilities arising from financing activities. The amendment to IAS 7
is applicable to the annual periods beginning on or after January 1, 2017.

Recognition of Deferred Tax Assets
for Unrealized Losses (Amendments to IAS 12 Income Taxes)

The amendments clarify how to account
for deferred tax assets related to debt instruments measured at fair value. The
amendments to IAS 12 are applicable to the annual periods beginning on or after
January 1, 2017.

---

|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
|-- | -------------------------------------------

Cash is classified as fair value
through profit or loss, and accounts payable and accrued liabilities and due to
related parties are classified as other financial liabilities.

The carrying values of accounts payable
and accrued liabilities 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.

The following tables set forth the
Companys significant financial assets measured at fair value by level within
the fair value hierarchy.

January 31, 2017
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalCash
    $
    956
    
    $
    -
    
    $
    -
    
    $
    956


January 31, 2016
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalCash
    $
    29
    
    $
    -
    
    $
    -
    
    $
    29


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

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

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.

---

|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...)
|-- | ----------------------------------------------------

| | 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,
2017, the cash balance of $956 (2016 - $29) is insufficient to meet the
Companys financial needs for the coming year. Therefore, the Company will be
required to raise additional capital in order to fund its operations in fiscal
2018.

Liabilities as at January 31, 2017 were
as follows:

0 to 3
    
    
    3 to 12
    
    
    12 to 24months
    
    
    months
    
    
    months
    
    
    TotalAccounts payable and accrued liabilities
    $
    338,751
    
    $
    -
    
    $
    -
    
    $
    338,751Due to related
      parties
    
    -
    
    
    -
    
    
    138,426
    
    
    138,426$
    338,751
    
    $
    -
    
    $
    138,426
    
    $
    477,177


Liabilities as at January 31, 2016 were
as follows:

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


| | 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.

---

|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...)
|-- | ----------------------------------------------------

| | c) | Market risk(contd)
| | -- | --------------------

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

The Company is not exposed to any
significant foreign currency 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.

|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.

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 and a reclassification of $8,125 from other comprehensive
loss to net loss.

|7. | EQUIPMENT
|-- | ---------

Computer
    
    
    Officeequipment
    
    
    equipment
    
    
    TotalCostBalance at January 31, 2014
    $
    41,213
    
    $
    104,376
    
    $
    145,589Disposal
    
    -
    
    
    (104,376
    )
    
    (104,376
    )Balance at January 31, 2015, 2016 and 2017
    $
    41,213
    
    $
    -
    
    $
    41,213DepreciationBalance at January 31, 2014
    $
    (33,697
    )
    $
    (69,861
    )
    $
    (103,558
    )Depreciation for the year
    
    (7,516
    )
    
    (3,977
    )
    
    (11,493
    )Disposal
    
    -
    
    
    73,838
    
    
    73,838Balance
      at January 31, 2015, 2016 and 2017
    $
    (41,213
    )
    $
    -
    
    $
    (41,213
    )Carrying amountsAt
      January 31, 2015, 2016 and 2017
    $
    -
    
    $
    -
    
    $
    -


During the year ended January 31, 2015,
office equipment with a net book value of $30,538 was abandoned, and written-off
as part of the net income (loss) from discontinued operations (Note 14).
Depreciation for the year ended January 31, 2015 is allocated $9,028 to net
loss, and $2,465 to net income (loss) from discontinued operations (Note 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   

|8. | INTEREST IN EXPLORATION
  PROPERTIES
|-- | ------------------------------------

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 US
$6,000,000 over a minimum of five years. The claims are included in the South
Zone.

The material terms are as follows:

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


The option agreement required an
immediate payment of US $50,000 on receipt of TSX.V approval. This payment was
made and the Company commenced systematic surface exploration of the property in
early February 2012. A second payment of US $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 US $4.00 per ounce of gold produced
is payable to the underlying vendors up to a maximum of US $2,000,000. 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.

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. However,
the Company maintains the option to continue with the option agreement, as the
Drill Date has yet to occur and therefore no payments beyond the initial (paid)
US $50,000 are yet due.

|9. | CAPITAL STOCK
|-- | -------------

Authorized

An unlimited number of common shares
without par value.

Share issuances

During the year ended January 31, 2017,
The Company issued 28,976,720 common shares at $0.11 per share, to settle
outstanding debt of $1,448,836, including $1,395,843 to related parties, and
incurred $1,724 of share issuance costs relating to this share issuance. The
difference between the fair value of the shares and the debt settled amounting
to $1,738,603, was recognized as a loss on settlement of debt.

During the years ended January 31, 2016
and 2015, there were no shares issued.

---

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

|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, 2017 and 2016.

Warrants

The Company did not have any
outstanding warrants as at January 31, 2017 and 2016.

|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, 2017,
the Company entered into the following transactions with related parties:

Key management compensation

Paid or accrued consulting fees and
wages of $160,360 (2016 - $157,870; 2015 - $217,578) to officers and
directors.

Amounts due to related parties is
comprised of $138,426 (2016 - $1,227,599) to directors and an officer. The
amounts due to related parties are unsecured and without interest. On July 31,
2016, the Company entered into agreements with the related parties whereby the
related party payables will not be payable before July 31, 2018; at January 31,
2016, the amounts due to related parties were due on demand.

---

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

|12. | EXPLORATION AND EVALUATION
  EXPENDITURES
|--- | -----------------------------------------

The Company did not incur any
exploration and evaluation expenditures during the year ended January 31, 2017.

Exploration and evaluation costs
incurred in the year ended January 31, 2016 were as follows:

North
    
    
    SouthCentral Zone
    
    
    Zone
    
    
    Zone
    
    
    TotalLand maintenance and tenure
    $
    -
    
    $
    -
    
    $
    12,263
    
    $
    12,263Total
      expenditures for the year
    $
    -
    
    $
    -
    
    $
    12,263
    
    $
    12,263


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

North
    
    
    SouthCentral Zone
    
    
    Zone
    
    
    Zone
    
    
    TotalLand maintenance and tenure
    $
    -
    
    $
    -
    
    $
    10,029
    
    $
    10,029Total
      expenditures for the year
    $
    -
    
    $
    -
    
    $
    10,029
    
    $
    10,029


Exploration and evaluation costs
incurred in the years ended January 31, 2016 and 2015 are included in net income
(loss) from discontinued operations (Note 14).

|13. | 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, 2017. The
Company is not subject to externally imposed capital requirements.

---

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

|14. | SALE OF SUBSIDIARY
|--- | ------------------

During the year ended January 31, 2017,
the Company completed a sale of its 100% interest in Dorato Peru S.A.C. for
$38,668 (US $30,000). As a result of the sale, the Company recognized a gain on
sale of subsidiary of $277,276 comprised of the following:

| | i)  | expenses of $15,916 relating to a foreign exchange gain
      on accounts payable held in US dollars.                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                             
| | ii) | gain on sale of subsidiary $261,360, arising from the
      derecognition of net liabilities associated with Dorato Peru S.A.C. of
      $222,692, plus proceeds of $38,668.

As the cash flows related to the
operations of Dorato Peru S.A.C. are clearly distinguished, both operationally,
geographically and for financial reporting purposes from the rest of the entity,
the financial performance within these entities for the comparative periods has
been reclassified and presented separately as discontinued operations in the
consolidated statements of comprehensive loss and cash flows.

The reported net income (loss) from
discontinued operations is comprised of the following:

2017
    
    
    2016
    
    
    2015Depreciation (Note 7)
    $
    -
    
    $
    -
    
    $
    (2,465
    )Write-off of property and equipment (Note 7)
    
    -
    
    
    -
    
    
    (30,538
    )Exploration and evaluation costs (Note 12)
    
    -
    
    
    (12,263
    )
    
    (10,029
    )Foreign exchange gain (loss)
    
    15,916
    
    
    133,041
    
    
    (23,541
    )Gain on sale of subsidiary
    
    261,360
    
    
    -Net income (loss) for the year from discontinued
      operations
    $
    277,276
    
    $
    120,778
    
    $
    (66,573
    )


There were no income tax effects
related to discontinued operations for any of the years ended January 31, 2017,
2016 or 2015.

The reported cash flows from
discontinued operations are as follows:

2017
    
    
    2016
    
    
    2015Net income (loss) for the year from discontinuedoperations, net of tax
    $
    277,276
    
    $
    120,778
    
    $
    (66,573
    )Depreciation (Note 7)
    
    -
    
    
    -
    
    
    2,465Write off of property
      and equipment (Note 7)
    
    -
    
    
    -
    
    
    30,538Unrealized gain on foreign exchange
    
    (15,916
    )
    
    (133,041
    )
    
    23,541Gain on sale of
      subsidiary
    
    (261,360
    )
    
    -
    
    
    -Accounts payable and accrued liabilities
    
    -
    
    
    50,870
    
    
    58,629Operating cash
      flows from discontinued operations
    $
    -
    
    $
    38,607
    
    $
    48,600


---

|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
|--- | ------------

A reconciliation of income taxes at
Canadian statutory rates of 26.00% (2016 - 26.00%; 2015 - 26.00%) with the
reported taxes is as follows for the years ended January 31:

2017
    
    
    2016
    
    
    2015Loss before income tax
    $
    (1,807,330
    )
    $
    (74,072
    )
    $
    (403,347
    )Canadian statutory
      rate
    
    26.00%
    
    
    26.00%
    
    
    26.00%Expected income tax recovery
    
    (469,906
    )
    
    (19,259
    )
    
    (104,870
    )Difference in foreign tax rates
    
    -
    
    
    (34,591
    )
    
    (815,251
    )Other temporary differences
    
    384,083
    
    
    -
    
    
    (692,001
    )Tax effect of foreign exchange on assets
      and liabilities
    
    -
    
    
    561,476
    
    
    (241,407
    )Adjustment to tax losses provided from prior years
    
    54,112
    
    
    -
    
    
    1,238,817Unused tax losses and tax offsets not
      recognized as deferred tax asset
    
    31,711
    
    
    (507,626
    )
    
    614,712$
    -
    
    $
    -
    
    $
    -


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:

2017
    
    
    2016Carrying value less than income tax basis
      of interest in exploration properties
    $
    5,410,000
    
    $
    6,562,000Carrying value less than income tax basis of fixed assets
    
    53,000
    
    
    53,000Non-capital losses carried forward
    
    8,875,000
    
    
    38,895,000Capital losses carried forward
    
    42,000
    
    
    42,000Share issuance costs
    
    -
    
    
    1,000$
    14,380,000
    
    $
    45,553,000


---

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

Available to
    
    Canada
    
    
    Foreign
    
    
    Total2027
    $
    50,000
    
    $
    -
    
    $
    50,0002028
    
    150,000
    
    
    -
    
    
    150,0002029
    
    871,000
    
    
    -
    
    
    871,0002030
    
    1,899,000
    
    
    -
    
    
    1,899,0002031
    
    2,229,000
    
    
    -
    
    
    2,229,0002032
    
    1,843,000
    
    
    -
    
    
    1,843,0002033
    
    704,000
    
    
    -
    
    
    704,0002034
    
    486,000
    
    
    -
    
    
    486,0002035
    
    310,000
    
    
    -
    
    
    310,0002036
    
    208,000
    
    
    -
    
    
    208,0002037
    
    352,000
    
    
    
    
    
    352,000$
    9,102,000
    
    $
    -
    
    $
    9,102,000


---

|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/
|                        | By:
|                        |    
|                        |    
|Date: May 31, 2017      |    

63

---