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|                                                  | UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 | OMB APPROVAL
|------------------------------------------------- | --------------------------------------------------------------------- | ------------
|OMB Number: 3235-0288                            
|Expires: July 31, 2018                           
|Estimated average burden hours
      per.2645.52

FORM 20-F

[   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)
OR (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 November 30, 2016

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________ to
______________________

Commission file number _______________________________

ALEXANDRA CAPITAL
CORP.(Exact name of Registrant as specified in its charter)

_______________________________________(Translation of
Registrants name into English)

British Columbia, Canada(Jurisdiction
of incorporation or organization)

300 - 2015 Burrard Street, Vancouver, British
ColumbiaCanada V6J 3H3 (Address of principal executive offices)

Securities registered or to be registered pursuant to Section
12(b) of the Act.

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|                    |                                          
|None                | Not applicable                           

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

Common Stock(Title of Class)

Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act.

None(Title of Class)

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

On November 30, 2016, there were a total of 12,934,000
common shares issued and outstanding.

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

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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

Note  Checking the box above will not relieve any registrant
required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.[   ]
YES      [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 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. See
definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of
the Exchange Act. (Check one):

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
    Other [   ]Standards as issuedby the International AccountingStandards Board [X]


If "Other" has been checked in response to the 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      [X] NO

Pursuant to The Jumpstart Our Business Startups Act of 2012
(the JOBS Act), we are classified as an Emerging Growth Company. Under the
JOBS Act, Emerging Growth Companies are exempt from certain reporting
requirements, including the auditor attestation requirements of Section 404(b)
of the Sarbanes-Oxley Act. Under this exemption, our auditor will not be
required to attest to and report on managements assessment of our internal
controls over financial reporting during a five-year transition period. We are
also exempt from certain other requirements, including the requirement to adopt
certain new or revised accounting standards until such time as those standards
would apply to private companies. The company will remain an Emerging Growth
Company for up to the last day of the fiscal year following the fifth
anniversary of the date of the first sale of common equity securities pursuant
to an effective registration statement under the Securities Act of 1933,
although it will lose that status earlier if revenues exceed $1 billion, or if
the company issues more than $1 billion in non-convertible debt in a three year
period, or the company will lose that status on the date that it is deemed to be
a large accelerated filer.

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TABLE OF CONTENTS

|PART I         |                                                                                                    | 3 
|-------------- | -------------------------------------------------------------------------------------------------- | --
|               |                                                                                                    |   
|               | Item 1. Identity of Directors, Senior Management and
      Advisers                                | 3 
|               |                                                                                                    |   
|               | Item 2. Offer Statistics and Expected Timetable                                                    | 3 
|               |                                                                                                    |   
|               | Item 3. Key Information                                                                            | 3 
|               |                                                                                                    |   
|               | Item 4. Information on the Company                                                                 | 10
|               |                                                                                                    |   
|               | Item
      4A. Unresolved Staff Comments                                                           | 25
|               |                                                                                                    |   
|               | Item
      5. Operating and Financial Review and Prospects                                         | 25
|               |                                                                                                    |   
|               | Item
      6. Directors, Senior Management and Employees                                           | 27
|               |                                                                                                    |   
|               | Item
      7. Major Shareholders and Related Party Transactions                                    | 32
|               |                                                                                                    |   
|               | Item
      8. Financial Information                                                                | 34
|               |                                                                                                    |   
|               | Item
      9. The Offering and Listing                                                             | 35
|               |                                                                                                    |   
|               | Item
      10. Additional Information                                                              | 36
|               |                                                                                                    |   
|               | Item
      11. Quantitative and Qualitative Disclosures About Market Risk                          | 45
|               |                                                                                                    |   
|               | Item
      12. Description of Securities Other than Equity Securities                              | 46
|               |                                                                                                    |   
|PART
      II  |                                                                                                    | 46
|               |                                                                                                    |   
|               | Item
      13. Defaults, Dividend Arrearages and Delinquencies                                     | 46
|               |                                                                                                    |   
|               | Item
      14. Material Modifications to the Rights of Security Holders and Use of
      Proceeds. | 46
|               |                                                                                                    |   
|               | Item
      15. Controls and Procedures                                                             | 46
|               |                                                                                                    |   
|               | Item
      15T. Controls and Procedures                                                            | 46
|               |                                                                                                    |   
|               | Item
      16A. Audit  Committee Financial Expert                                                  | 47
|               |                                                                                                    |   
|               | Item
      16B. Code of Ethics                                                                     | 48
|               |                                                                                                    |   
|               | Item
      16C. Principal  Accountants Fees and Services                                           | 48
|               |                                                                                                    |   
|               | Item
      16D. Exemptions from the Listing Standards for Audit Committees                         | 48
|               |                                                                                                    |   
|               | Item
      16E. Purchase of Equity Securities by the Issuer and Affiliated Purchaser               | 48
|               |                                                                                                    |   
|PART
      III |                                                                                                    | 48
|               |                                                                                                    |   
|               | Item
      17. Financial Statements                                                                | 48
|               |                                                                                                    |   
|               | Item
      18. Financial Statements                                                                | 49
|               |                                                                                                    |   
|               | Item
      19. Exhibits                                                                            | 49

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GLOSSARY OF TERMS

The following glossary, which is not exhaustive, should be used
only as an adjunct to a thorough reading of the entire document of which it
forms a part.

adit: A horizontal or close-to-horizontal tunnel,
man-made for mining purposes.

Ag: The chemical symbol for silver on the Periodic
Table.

andesite: A fine-grained brown or greyish intermediate
volcanic rock.

Au: The chemical symbol for gold on the Periodic Table.

breccia: A course-grained rock, composed of angular,
broken rock fragments held together by a mineral cement or a fine-grained
matrix.

chloritization: A form of alteration of a rock involving
the replacement by, conversion into, or introduction of chloride.

crosscuts: Mine openings or passageways that intersect a
vein or ore bearing structure at an angle.

epithermal: Applied to hydrothermal deposits formed at
low temperature and pressure.

Feasibility Study: A detailed study of a deposit in
which all geological, engineering, operating, economic and other relevant
factors are engineered in sufficient detail that it could reasonably serve as
the basis for a final decision by a financial institution to finance the
development of the deposit for mineral production.

felsic: Applied to an igneous rock having abundant
light-colored materials.

hectare: A metric unit of land measure equal to 10,000
square metres or 2.471 acres.

hydrothermal: Relating to hot fluids circulating in the
earth's crust. inductively coupled plasma mass spectrometry (ICP-MS): an
analytical chemistry technique which is capable of detecting metals and several
non-metals at concentrations as low as one part in 1015 (part per quadrillion,
ppq) where minimal background radiation is present.

Indicated Mineral Resource:As defined by the Canadian
Institute of Mining, Metallurgy, and Petroleum, an Indicated Mineral Resource is
part of a Mineral Resource for which quantity, grade or quality, densities,
shape, and physical characteristics, can be estimated with a level of confidence
sufficient to allow the appropriate application of technical and economic
parameters, to support mine planning and evaluation of the economic viability of
the deposit. The estimate is based on detailed and reliable exploration and
testing information gathered through appropriate techniques from locations such
as outcrops, trenches, pits, workings, and drill holes that are spaced closely
enough for geological and grade continuity to be reasonably assumed. i

Inferred Mineral Resource:As defined by the Canadian
Institute of Mining, Metallurgy, and Petroleum, an Inferred Mineral Resource is
that part of a Mineral Resource for which quantity and grade or quality can be
estimated on the basis of geological evidence and limited sampling and
reasonably assumed, but not verified, geological and grade continuity. The
estimate is based on limited information and sampling gathered through
appropriate techniques from locations such as outcrops, trenches, pits,
workings, and drill holes.ii

Measured Mineral Resource: As defined by the Canadian
Institute of Mining, Metallurgy, and Petroleum Standards on Mineral Resources
and Mineral Reserves, a Measured Mineral Resource is part of a Mineral Resource
for which quantity, grade or quality, densities, shape and physical
characteristics are so well established that they can be estimated with
confidence sufficient to allow the appropriate application of technical and
economic parameters, to support production planning and evaluation of the
economic viability of the deposit. The estimate is based on a detailed and
reliable exploration, sampling and testing information gathered through
appropriate techniques from locations such as outcrops, trenches, pits,
workings, and drill holes that are spaced closely enough to confirm both
geological and grade continuity.

1

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mineral: An inorganic substance having usually a
definite chemical composition and, if formed under favourable conditions, having
a certain characteristic atomic structure which is expressed in its crystalline
form and other physical properties.

Mineral Resource:As defined by the Canadian Institute
of Mining, Metallurgy, and Petroleum, a Mineral Resource is a concentration or
occurrence of natural, solid, inorganic, or fossilized organic material in or on
the Earths crust in such form and quantity and of such a grade or quality that
it has reasonable prospects for economic extraction. The location, quantity,
grade geological characteristics and continuity of a Mineral Resource are known,
estimated or interpreted from specific geological evidence and knowledge.

Mineral Reserve:As defined by the Canadian Institute of
Mining, Metallurgy, and Petroleum, a Mineral Reserve is the economically
mineable part of a Measured or Indicated Mineral Resource demonstrated by at
least a Preliminary Feasibility Study. This Study must include adequate
information on mining, processing, metallurgical, economic and other relevant
factors that demonstrate, at the time of reporting, that economic extraction can
be justified. A Mineral Reserve includes diluting materials and allowances for
losses that may occur when the material is mined.

mineral claim: The portion of mining ground held under
law by a claimant.

mineralization: Implication that the rocks contain
sulphide minerals and that these could be related to ore.

National Instrument 43-101 (NI 43-101): A national
instrument for the Standards of Disclosure for Mineral Projects within Canada.
NI 43-101 is a codified set of rules and guidelines for reporting and displaying
information related to mineral properties owned by, or explored by, companies
which report these results on stock exchanges within Canada.

ore: That part of a mineral deposit which could be
economically and legally extracted.

Probable Mineral Reserve:As defined by the Canadian
Institute of Mining, Metallurgy, and Petroleum, a Probable Mineral Reserve is
the economically mineable part of an Indicated, and in some circumstances a
Measured Mineral Resource demonstrated by at least a Preliminary Feasibility
Study. This Study must include adequate information on mining, processing,
metallurgical, economic, and other relevant factors that demonstrate, at the
time of reporting, that economic extraction can be justified.

Proven Mineral Reserve:As defined by the Canadian
Institute of Mining, Metallurgy, and Petroleum, a proven mineral reserve, is the
economically mineable part of a Measured Mineral Resource demonstrated by at
least a Preliminary Feasibility Study. This Study must include adequate
information on mining, processing, metallurgical, economic, and other relevant
factors that demonstrate, at the time of reporting, that economic extraction is
justified.

quartz: A common rock forming mineral consisting of
silicon and oxygen.

rhyolite: A fine-grained volcanic (intrusive) rock of
granitic composition.

sulfidation: The reaction of a metal or alloy with a
sulfur-containing species to produce a sulfur compound that forms on or beneath
the surface of the metal or alloy.

stockwork: A metalliferous deposit characterized by the
impregnation of the mass of rock with many small veins or nests irregularly
grouped.

vein: A zone or belt of mineralized rock lying within
boundaries clearly separating it from neighbouring rock. A mineralized zone has,
more or less, a regular development in length, width and depth to give it a
tabular form and is commonly inclined at a considerable angle to the horizontal.
The term "lode" is commonly used synonymously for vein.

2

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PART I

This annual report contains forward-looking statements. These
statements relate to future events or future financial performance. In some
cases, you can identify forward-looking statements by terminology such as
"estimate", "project", "believe", "anticipate", "intend", "expect", "plan",
"predict", "may", "should", "potential", or "continue", the negative thereof or
other variations thereon or comparable terminology. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of our company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. There can be no
assurance that the forward-looking statements will prove to be accurate as
actual results and future events could differ materially from those anticipated
in such statements. Accordingly, shareholders and prospective investors should
not place undue reliance on forward-looking statements. The forward-looking
statements in this annual report speak only as to the date hereof. Except as
required by applicable law, including the securities laws of the United States
and Canada, we do not intend to update any of the forward-looking statements to
conform these statements to actual results.

In this annual report, unless otherwise stated, all dollar
amounts are expressed in Canadian dollars ("$"). "US$" refers to United States
dollars. The financial statements and summaries of financial information
contained in this annual report are also reported in Canadian dollars ($)
unless otherwise stated. All such financial statements have been prepared in
accordance with International Financial Reporting Standards ("IFRS"),unless expressly stated otherwise.

As used in this annual report, the terms "we", "us", "our",
"our company" and "the company" refer to Alexandra Capital Corp. and our
subsidiaries, unless otherwise stated. References to "Alexandra Capital" refer
to Alexandra Capital Corp. excluding its subsidiaries.

ITEM
1.              
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

Not applicable to Form 20-F filed as an Annual Report.

ITEM
2.              
OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable to Form 20-F filed as an Annual Report.

ITEM
3.              
KEY INFORMATION

A.Selected Financial Data

The following table summarizes selected financial data for our
company for the fiscal years ended November 30, 2016 and 2015, prepared in
accordance with IFRS as issued by the International Accounting Standards Board
("IASB"). The information in the table is expressed in Canadian Dollars was
extracted from the detailed financial statements and related notes included in
this annual report and should be read in conjunction with such financial
statements and with the information appearing under the heading, "Item 5 
Operating and Financial Review and Prospects" beginning at page 25 below.

3

---

Selected Financial Data

(CAD$)

Statements of
      (Loss) Income Data
    Year Ended
      November 302016
      **(audited)**($)
    2015
      **(audited)**($)
    2014
      (audited) ($)
    2013
      (audited) ($)
    2012
      (audited) ($)Revenues
    Nil
    Nil
    Nil
    Nil
    NilOperating Expenses
    (108,987)
    (91,635)
    (149,783)
    (52,096)
    (100,880)Net and Comprehensive Loss
    (108,087)
    (89,433)
    (157,031)
    (48,195)
    (96,048)Loss Per Share Basic and
    (0.01)
    (0.01)
    (0.01)
    (0.00)
    (0.01)Common Shares Outstanding
    12,934,000
    12,934,000
    10,960,044
    10,094,000
  9,708,876


Statement of
      Financial Position Data
    As at November 302016
      (audited) ($)
    2015
      (audited) ($)
    2014
      (audited) ($)
    2013
      (audited) ($)
    2012
      (audited) ($)Current Assets
    101,443
    227,892
    373,623
    456,302
    495,190Current Liabilities
    15,525
    33,887
    80,185
    8,000
    9,600Working Capital
    85,918
    194,005
    293,438
    448,302
    485,590Total Liabilities and
      Shareholders' Equity
    266,455
    392,904
    528,635
    456,302
    495,190(Deficit) Retained Earnings
    (499,195)
    (391,108)
    (301,675)
    (144,644)
  (96,449)


B. **Capitalization and Indebtedness**

Not applicable to Form 20-F filed as an Annual Report.

C.
Reason for the Offer and Use of Proceeds

Not applicable to Form 20-F filed as an Annual Report.

D.
Risk Factors

In addition to the other information presented in this annual
report, the following should be considered carefully in evaluating our company
and its business. This annual report contains forward-looking statements and
information within the meaning of U.S. and Canadian securities laws that involve
risks and uncertainties. The Companys actual results may differ materially from
the results discussed in the forward-looking statements and information. Factors
that might cause such differences include those discussed below and elsewhere in
this annual report.

4

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Risks Associated with Mining

Our reserve and resource estimates are based on
interpretation and assumptions and may yield less mineral production under
actual conditions than is currently estimated.

In making determinations about whether to advance any of our
projects to development, we must rely upon estimated calculations as to the
mineral reserves and grades of mineralization on our properties. Until ore is
actually mined and processed, mineral reserves and grades of mineralization must
be considered as estimates only. These estimates are imprecise and depend upon
geological interpretation and statistical inferences drawn from drilling and
sampling which may prove to be unreliable. We cannot assure you that:

| | Reserve, resource or other
      mineralization estimates will be accurate; or
|- | ------------------------------------------------------------------------------
|  |                                                                               
| | Mineralization can be mined or
      processed profitably.                    

Any material changes in mineral reserve estimates and grades of
mineralization will affect the economic viability of placing a property into
production and a propertys return on capital. Our reserve and resource
estimates have been determined and valued based on assumed future prices,
cut-off grades and operating costs that may prove to be inaccurate. Extended
declines in market prices for silver, gold, zinc and lead may render portions of
our mineralization uneconomic and result in reduced reported mineral
reserves.

Any material reductions in estimates of mineralization, or of
our ability to extract this mineralization, could have a material adverse effect
on our results of operations or financial condition. We cannot assure you that
mineral recovery rates achieved in small scale tests will be duplicated in large
scale tests under on-site conditions or in production scale.

Mineral operations are subject to government regulations
which could have the effect of reducing or preventing us from exploiting any
possible mineral reserves on our properties.

Mining and exploration activities are also subject to national
and local laws and regulations governing prospects, taxes, labour standards,
occupational health, land use, environmental protection, mine safety and others
which currently or in the future may have a substantial adverse impact on our
company. In order to comply with applicable laws, we may be required to make
capital expenditures until a particular problem is remedied. Existing and
possible future environmental legislation, regulation and action could cause
additional expense, capital expenditures, restriction and delays in the
activities of our company, the extent of which cannot be reasonably predicted.
Violators may be required to compensate those suffering loss or damage by reason
of our mining activities and may be fined if convicted of an offence under such
legislation.

Mining and mineral exploration has substantial operational
risks, which could prevent us from achieving profitable operations.

Mining and mineral exploration involves many risks, which even
a combination of experience, knowledge and careful evaluation may not be able to
overcome. Operations in which we have an interest will be subject to all of the
hazards and risks normally incidental to exploration, development and production
of base, precious and other metals, any of which could result in damage to or
destruction of mines and other producing facilities, damage to life and
property, environmental damage and possible legal liability for any or all
damage. The nature of these risks is such that liabilities could exceed policy
limits of our insurance coverage, in which case we could incur significant costs
that could prevent us from becoming profitable. Most exploration projects do not
result in the discovery of commercially mineable ore deposits and no assurance
can be given that any anticipated level of recovery of ore reserves will be
realized or that any identified mineral deposit will ever qualify as a
commercially viable ore body which can be legally and economically
exploited.

Our operations may be subject to environmental regulations
which may result in the imposition of fines and penalties.

Our operations may be subject to environmental regulations
promulgated by government agencies from time to time. There is no assurance that
environmental regulations will not change in a manner that could have an adverse
effect on our Company's financial condition, liquidity or results of operations.
Environmental legislation is constantly expanding and evolving in ways that
impose stricter standards and more rigorous enforcement, with higher fines and
more severe penalties for non-compliance, and increased scrutiny of proposed projects. There is an increased level of
responsibility for companies, and trends towards criminal liability for officers
and directors for violations of environmental laws, whether inadvertent or not.
The cost of compliance with changes in governmental regulations has a potential
to reduce the profitability of our operations.

5

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While we maintain appropriate insurance for liability and
property damage, we may become subject to liability for hazards that cannot be
insured against, which if such liabilities arise, could reduce or eliminate
profitability for our Company.

Our operations may involve the use of dangerous and hazardous
substances. While extensive measures are taken to prevent discharges of
pollutants in the ground water and the environment, and it is anticipated that
we will maintain appropriate insurance for liability and property damage in
connection with our business, we may become subject to liability for hazards
that cannot be insured against or which we may elect not to insure ourselves
against due to high premium costs or other reasons. Should such liabilities
arise, they could reduce or eliminate the profitability of us, resulting in a
decline in the value of our securities. In the course of mining and exploration
of our mineral properties, certain risks and, in particular, unexpected or
unusual geological operating conditions including rock bursts, cave-ins, fires,
flooding and earthquakes, may occur. It is not always possible to fully insure
against such risks and we may decide not to take out insurance against such
risks as a result of high premiums or other reasons. Should such liabilities
arise, they could reduce or eliminate any future profitability and result in
increasing costs and a decline in the value of our securities.

There can be no assurance that title to any property
interest acquired by us or our subsidiary is secured.

Although we have taken reasonable precaution to ensure that
legal title to our properties is properly documented, there can be no assurance
that our Company's property interests may not be challenged or impugned. Such
property interests may be subject to prior unregistered agreements or transfers
or other land claims, and title may be affected by undetected defects and
adverse laws and regulations.

We have a limited operating history on which to base an
evaluation of our business and prospects.

Since we have only relatively recently begun furthering
development of our mining properties, we only have a limited operating history
on which to base an evaluation of our future prospects. Our operating activities
from incorporation in 2011 through November 30, 2016 consisted primarily of
becoming listed on the TSX Venture Exchange (although we voluntarily delisted
from the TSX Venture Exchange on March 9, 2016) and then locating and acquiring
the interest in the properties that we currently hold. At this early stage of
our operation, we also expect to face the risks, uncertainties, expenses and
difficulties frequently encountered by companies at the early stage of their
business development. We cannot be sure that we will be successful in addressing
these risks and uncertainties and our failure to do so could have a materially
adverse effect on our financial condition. Aside from the professional track
record of our Companys management team, there is no history upon which to base
any assumption as to the likelihood that our Company will prove successful and
we can provide investors with no assurance that we will generate any net
operating revenues or achieve profitable operations.

Our property is in the exploration stage; however, it has
not been proven commercially viable at this time and there is no assurance that
commercially viable quantities of ore will be discovered.

Our mineral property is in the early exploration stage and is
not commercially viable at this time. No known bodies of commercial ore or
economic deposits have been established to the satisfaction of National
Instrument 43-101 (Canada) on any of the mineral properties. Mineral exploration
involves a high degree of risk. There is no assurance that commercially viable
quantities of ore will be discovered at our exploration sites, or that any of
our current or future exploration properties will be brought into commercial
production. Moreover, although we have carried out limited early-stage
exploration of our SB Project property, we have not developed or financed a
detailed plan for future exploration. If we are not able to locate sufficient
quantities of commercially viable ore and bring our exploration property into
commercial production, we may not be able to continue operations and, as a
result, our shareholders may lose any investment in our Company.

We are subject to environmental protection legislation with
which we must comply or suffer sanctions from regulatory authorities.

6

---

If the results of our geological exploration program indicate
commercially exploitable reserves and we decide to pursue commercial production
of our mineral claims, we may be subject to an environmental review process
under environmental assessment legislation. Compliance with an environmental
review process may be costly and may delay commercial production. Furthermore,
there is the possibility that we would not be able to proceed with commercial
production upon completion of the environmental review process if government
authorities do not approve our mine or if the costs of compliance with
government regulation adversely affect the commercial viability of the proposed
mine.

Mineral prices are subject to dramatic and unpredictable
fluctuations.

The market price of precious metals and other minerals is
volatile and cannot be controlled. If the price of precious metals and other
minerals should drop significantly, the economic prospects of the projects in
which we have an interest could be significantly reduced or rendered uneconomic.
There is no assurance that, even if commercial quantities of ore are discovered,
a profitable market may exist for the sale of same. Factors beyond our control
may affect the marketability of any minerals discovered. Mineral prices have
fluctuated widely, particularly in recent years. The marketability of minerals
is also affected by numerous other factors beyond our control, including
government regulations relating to royalties, allowable production and importing
and exporting of minerals, the effect of which cannot be accurately
predicted.

If we cannot locate qualified personnel, we may have to
suspend or cease operations which will result in the loss of your investment.

To date, we have relied exclusively on the services of third
party consultants for the evaluation, maintenance, and exploration of our
mineral property. Not all of our directors and officers have direct training or
experience in metals exploration or mining and none have visited our SB Project
property. As a result, our officers and directors may not be fully aware of any
of the specific requirements related to working within the industry or on our
property. Their decisions and choices may not take into account standard
engineering or managerial approaches that mineral exploration companies commonly
use. Consequently, our operations, earnings and ultimate financial success could
suffer irreparable harm. As a result, we may have to suspend or cease operations
which would result in the loss of your investment.

We cannot assure you that we will successfully acquire
additional commercially mineable mineral rights.Most exploration projects
do not result in the discovery of commercially mineable ore deposits and no
assurance can be given that any anticipated level of recovery of ore reserves
will be realized or that any identified mineral deposit will ever qualify as a
commercially mineable (or viable) ore body which can be legally and economically
exploited. Estimates of reserves, resources, mineral deposits and production
costs can also be affected by such factors as environmental permitting
regulations and requirements, weather, environmental factors, unforeseen
technical difficulties, unusual or unexpected geological formations and work
interruptions.

Material changes in ore reserves, grades, stripping ratios or
recovery rates may affect the economic viability of any project. Our future
growth and productivity will depend, in part, on our ability to identify and
acquire additional commercially mineable mineral rights, and on the costs and
results of continued exploration and potential development programs. Mineral
exploration is highly speculative in nature and is frequently non-productive.
Substantial expenditures are required to:

| | Establish ore reserves through
      drilling and metallurgical and other testing techniques;        
|- | -----------------------------------------------------------------------------------------------------
|  |                                                                                                      
| | Determine metal content and
      metallurgical recovery processes to extract metal from the ore; and
|  |                                                                                                      
| | Construct, renovate or expand
      mining and processing facilities.                                

In addition, if we discover ore, it would take several years
form the initial phases of exploration until production is possible. During this
time, the economic feasibility of production may change. As a result of these
uncertainties, there can be no assurance that we will successfully acquire
additional commercially mineable (or viable) mineral rights.

Risks Associated with Our Business

Our company may have insufficient capital in the future to
meet production demands and continue its operations.

7

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As at November 30, 2016 we had a working capital of $85,918. In
the Companys audited financial statements for the fiscal year ended November
30, 2016, our auditor stated there were material uncertainties that cast
substantial doubt about the companys ability to continue as a going concern. To
maintain our activities, we will require additional funds which may be obtained
either by the sale of securities or obtaining debt financing. There is no
assurance that we will be successful in obtaining such additional financing;
failure to do so could result in the inability of our company to develop new
products, meet production and delivery demands and continue our operations.

We are dependent on the services of certain key officers,
and the loss of these certain key personnel may have a materially adverse effect
on our Company.

While engaged in the business of mining and exploring mineral
properties in British Columbia, Canada, the nature of our business, our ability
to continue our exploration of potential projects, and to develop a competitive
edge in the marketplace, depends, in large part, on our ability to attract and
maintain qualified key management personnel. Competition for such personnel is
intense, and we may not be able to attract and retain such personnel. Our growth
has depended, and in the future will continue to depend, on the efforts of our
key management personnel most notably Blake Olafson, our President and CEO. The
loss of any of these people would have a material adverse effect on us.

Conflicts of interest may arise as a result of our directors
and officers being directors and officers of other natural resource companies.

Certain of our directors and officers may continue to be
involved in a wide range of business activities through their direct and their
indirect participation in corporations, partnerships or joint ventures.
Situations may arise in connection with potential acquisitions and investments
where the other interests of these director and officers may conflict with the
interests of our Company. Our directors and officers with conflicts of interest
will be subject to and will follow the procedures set out in the applicable
corporate legislation.

If the Company is characterized as a passive foreign
investment company, our U.S. shareholders may suffer adverse tax
consequences.

As more fully described below in Item 10.E. Taxation  United
States Federal Income Tax Considerations  Passive Foreign Investment Company
Status, if for any taxable year our passive income, or the value of our assets
that produce (or are held for the production of) passive income, exceed
specified levels, we may be characterized as a passive foreign investment
company (PFIC) for U.S. federal income tax purposes. This characterization
could result in adverse U.S. tax consequences to our U.S. shareholders,
including gain on the disposition of our common shares being treated as ordinary
income and any resulting U.S. federal income tax being increased by an interest
charge. Rules similar to those applicable to dispositions generally will apply
to certain excess distributions in respect of our common shares.

Risks Relating to the Common Shares

If our company's business is unsuccessful, our shareholders
may lose their entire investment

Although shareholders will not be bound by or be personally
liable for the our company's expenses, liabilities or obligations beyond their
total original capital contributions, should our company suffer a deficiency in
funds with which to meet our obligations, the shareholders as a whole may lose
their entire investment in our company.

The price of our Common Shares has been and may continue to
be volatile.

The trading price for our common stock on the TSX Venture
Exchange (where our stock was traded from August 13, 2014 to March 9, 2016) and
the Canadian Securities Exchange (CSE) (where our stock has traded since March
10, 2016) has been and is likely to continue to be highly volatile. Although our
common shares are currently quoted on the OTC Pink tier of the electronic
quotation service operated by OTC Markets Group, there is no active market for
our common shares, and no significant U.S. market may develop. f such a market
develops, prices on that market are also likely to be highly volatile.

Factors that could adversely affect the price of our Common
Shares include:

8

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[   ] fluctuations in our
operating results;[   ] fluctuations of mineral commodity
prices;[   ] changes governmental regulation;[   ]
negative exploration results;[   ] inclement exploration
conditions;[   ] litigation;[   ] general stock
market and economic conditions;[   ] number of shares available
for trading (float); and[   ] inclusion in or dropping from stock
indexes.

As a foreign private issuer, our company is exempt from
certain sections of the Securities Exchange Act of 1934 which results in
shareholders having less complete and timely data than if the company were a
domestic U.S. issuer.

As a foreign private issuer, as defined under the U.S.
securities laws, we are exempt from certain sections of the Securities Exchange
Act of 1934. In particular, we are exempt from Section 14 proxy rules which are
applicable to domestic U.S. issuers. The submission of proxy and annual meeting
of shareholder information (prepared to Canadian standards) on Form 6-K has
typically been more limited than the submissions required of U.S. issuers and
results in shareholders having less complete and timely data, including, among
others, with respect to disclosure of: (i) personal and corporate relationships
and age of directors and officers; (ii) material legal proceedings involving the
Company, affiliates of the Company, and directors, officers promoters and
control persons; (iii) the identity of principal shareholders and certain
significant employees; (iv) related party transactions; (v) audit fees and
change of auditors; (vi) voting policies and procedures; (vii) executive
compensation; and (viii) composition of the compensation committee. In addition,
due to the companys status as a foreign private issuer, the officers, directors
and principal shareholders of our company are exempt from the short-swing
insider disclosure and profit recovery provisions of Section 16 of the
Securities Exchange Act of 1934. Therefore, these officers, directors and
principal shareholders are exempt from short-swing profits which apply to
insiders of U.S. issuers. The foregoing exemption results in shareholders having
less data in this regard than is available with respect to U.S. issuers.

Investors' interests in our company will be diluted and
investors may suffer dilution in their net book value per share if our company
issues additional shares or raise funds through the sale of equity securities.

Our constating documents currently authorize the issuance of an
unlimited number of Common Shares without par value. If we are required to issue
any additional shares or enter into private placements to raise financing
through the sale of equity securities, investors' interests in our company will
be diluted and investors may suffer dilution in their net book value per share
depending on the price at which such securities are sold. If we issue any such
additional shares, such issuances also will cause a reduction in the
proportionate ownership and voting power of all other shareholders. Further, any
such issuance may result in a change in control of our company.

Our company does not intend to pay dividends on any
investment in our common shares.

We have never paid any cash dividends and currently do not
intend to pay any dividends for the foreseeable future. To the extent that we
require additional funding currently not provided for in our financing plan, our
funding sources may prohibit the payment of a dividend. Because we do not intend
to declare dividends, any gain on an investment in our company will need to come
through an increase in the market price of our common shares. This may never
happen and investors may lose all of their investment in our company.

The risks associated with penny stock classification could
affect the marketability of our common shares and shareholders could find it
difficult to sell their shares.

Our common shares are subject to penny stock rules as defined
in the Securities and Exchange Act of 1934 Rule 3a51-1. The SEC adopted rules
that regulate broker-dealer practices in connection with transactions in penny
stocks. Transaction costs associated with purchases and sales of penny stocks
are likely to be higher than those for other securities. Penny stocks generally
are equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in such securities is provided by the exchange or system).

9

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The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customers account. The bid and
offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to
effecting the transaction and must be given to the customer in writing before or
with the customers confirmation.

In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from such rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for our common
Shares in the United States and shareholders may find it more difficult to sell
their shares.

Risks Relating to Management

We depend on key personnel to operate our business
effectively in the competitive and volatile exploration mining industry.

Our success depends to a significant degree upon the continued
contributions of the principal members of our management team, who perform
important functions and would be difficult to replace. Our ability to attract
and retain highly skilled personnel will be a key factor in our future success.

Since certain of our officers and directors are located in
Canada, it may be difficult to enforce any United States judgment for claims
brought against such officers and directors.

Our company is organized under the laws of the Province of
British Columbia, Canada and certain of our officers and directors are residents
of Canada. While a cross border treaty exists between the United States and
Canada relating to the enforcement of foreign judgments, the enforcement process
is cumbersome and in some cases has prevented the enforcement of judgments. As a
result, while actions may be brought in Canada, it may be impossible to affect
service of process within the United States on the companys officers and
directors or to enforce against these persons any judgments in civil and
commercial matters, including judgments under United States federal securities
laws. In addition, a Canadian court may not permit an original action in Canada
or enforce in Canada a judgment of a United States court based on civil
liability provisions of United States federal securities laws.

Our management is free to devote time to other ventures and
shareholders may not agree with their allocation of time.

Our officers and directors devote a substantial amount of their
time to the management and operation of the companys business. Management is
not however, contractually required to manage or direct the company as their
sole and exclusive function and they may have other business interests and
engage in other activities in addition to those relating to the company. This
includes rendering advice or services of any kind to and creating or managing
other businesses, including other businesses in the fiber optic industry. Our
officers and 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 interests,
which they may have in any project or opportunity of the company. If a conflict
of interest arises, at a meeting of the board of directors of our company, any
director with a conflict is required to disclose their interest in the matter
and to abstain from voting on such matter.

ITEM
4.             
 INFORMATION ON THE COMPANY

A. **History and Development of the Company**

Alexandra Capital Corp. was incorporated under the Business
Corporations Act of British Columbia on October 17, 2011. The head office,
principal address and registered and records office of the Company are located
at 2075 West 37th Avenue, Vancouver, B.C., V6M 1N7. The Company does not have
any subsidiaries. The Company was a capital pool company (CPC) as defined by
Policy 2.4 of the TSX Venture Exchange (the Exchange).

10

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On August 11, 2014 the Company completed its qualifying
transaction with arms length vendor (the Vendor) Eastland Management Limited
(Eastland) and on August 13, 2014 commenced trading on the Exchange as a Tier
2 Mining Issuer (TSXV: AXC). Effective August 11, 2014, the Companys principal
business activity became the exploration of mineral resources on the Southern
Belle or SB Property.

As at November 30, 2016, the Company incurred acquisition and
exploration expenditures of $165,012 (November 30, 2015 - $165,012) on the SB
Property.

On March 7, 2016, the Company announced that it has received
final approval to list its common shares on the Canadian Securities Exchange
(the CSE) and has voluntarily delisted its common shares from the TSX Venture
Exchange (the TSXV). The Companys common shares commenced trading on the CSE
at market open on March 10, 2016 after being delisted from the TSXV effective
March 9, 2016. The Companys trading symbol AXC remains the same.

General Development of our Business Since
Incorporation

Following our incorporation we became listed as a Capital Pool
Company (CPC) on the TSX Venture Exchange (the Exchange) on May 2, 2012. A
CPC is a corporation formed by individuals acceptable to the Exchange with a
history of successful involvement with listed corporations which have completed
an offering of securities as an unallocated or uncommitted pool of investment
funds to be used primarily to investigate business opportunities for acquisition
by the CPC. The proposed acquisition must meet Exchange criteria for a
"Qualifying Transaction" (QT) acceptable to the Exchange.

On February 17, 2014 we entered into an Option Agreement, with
Qualitas Holdings Corp. whereby we would acquire an option to earn an undivided
100% interest in and to the eight (8) mineral claims comprising the Southern
Bell ("SB) Project, located approximately 25 kilometers west of Merritt,
British Columbia totaling 3,517 hectares. The Option Agreement was amended on
May 2, 2014 to substitute Eastland Management Ltd. for Qualitas Holdings Corp.
as optionor of the claims.

In order to maintain the Option in good standing and
  earn a 100% interest in the SB Property, the Company is required to incur
  exploration expenditures totaling $100,000 on or before August 11, 2015
  (completed). The Company is also required to make cash payments to the vendors
  of the Option of $10,000 upon receipt of the Technical Report (paid), $15,000 at
  the time of Exchange approval (paid) and $10,000 on the first anniversary of
  Exchange approval (paid). Additionally, the Company must issue 500,000 shares
  (200,000 upon Exchange approval (issued) and 300,000 on or before the second
  anniversary) (issued subsequently on February 15, 2017).

Concurrent with the completion of the Qualifying Transaction,
we arranged a non-brokered private placement (the Offering) of 2,400,000
flow-through units at a price of $0.05 per unit for aggregate gross proceeds of
$120,000, Each flow-through unit under the private placement consists of one
flow-through common share and one common share purchase warrant entitling the
holder to acquire one additional non flow-through common share of the
corporation at an exercise price of $0.10 within 60 months of closing. A
finders fee of 240,000 non flow-through units with a deemed aggregate fair
market value of $12,000 was paid in connection with the private placement.

B.Business Overview

We are a mining and exploration company listed on the Canadian
Securities Exchange, trading under the symbol AXC. Our common shares are also
quoted under the symbol ASDRF on the OTC Pink tier of the OTC Markets
electronic quotation system, however there is no active market for our stock on
the OTC Markets. Our current activities are focused on the exploration for
precious and base metals on our SB Project property described herein. We are in
the exploration phase and do not have any producing property. As at November 30,
2016, we had incurred acquisition and exploration expenditures of $165,012
(November 30, 2015 - $165,012) on our SB Project property. We do not currently
have any detailed plans to conduct exploration on our property. Recovery of the
cost of our mining assets is subject to the discovery of economically
recoverable reserves, our Companys ability to obtain the financing required to
pursue exploration and development of its properties, and profitable future
production or the proceeds from the sale of our properties. We must periodically
obtain new funds in order to pursue our activities. We do not currently have any
detailed plans to conduct additional exploration on our property. To date, we
have relied exclusively on the services of third party consultants for the
evaluation, maintenance, and exploration of our mineral property. No member of
our management team has visited the SB Project property.

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Market Prices of Gold

The market prices of gold, silver and other precious metals
have historically fluctuated widely and are affected by numerous global factors
beyond our control. A decline in such market prices may have an adverse effect
on revenues we receive from the sale of minerals. A decline in prices will also
reduce our exploration efforts and make it more difficult to raise capital.

Sources and Availability of Raw Materials

Other than water and power, both of which are readily available
and do not experience any material price volatility, we do not require any raw
materials with which to carry out our business.

Patents and Licenses; Industrial Commercial and Financial
Contracts; and New Manufacturing Processes In conducting our business
operations, we are not dependent on any patented or licensed processes,
technology, industrial, commercial or financial contracts or new manufacturing
processes.

Competition

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

Compliance with Government Regulation

Our business is subject to laws and regulations governing
prospecting, development, mining, production, exports, taxes, labour standards,
occupational health, waste disposal, toxic substances, land use, environmental
protection, mine safety and other matters. The Mines and Mineral Resources
Division (MMD) of the Ministry of Energy and Mines (MEM) regulates the approval,
development and reclamation of all mines in British Columbia under the authority
of the provinces Mines Act (1996) and its associated regulations, and all other
applicable Federal and Provincial laws. Any future exploration will require
licenses and permits from various governmental and non-governmental authorities,
and may require permission of surface title holders for access to conduct
exploration and/or extraction. There can be no assurance, however, that all
permits or surface access rights which we may require for continued exploration,
construction of mining facilities and conduct of mining operations, particularly
environmental permits and other reclamation requirements, will be obtainable or
achievable on reasonable terms or that compliance with such laws and regulations
would not have an adverse effect on the profitability of any mining project that
we may undertake.

Failure to comply with applicable laws, regulations and
permitting requirements may result in enforcement actions thereunder, including
orders issued by regulatory or judicial authorities causing operations to cease
or be curtailed, and may include corrective measures requiring capital
expenditures, installation of additional equipment or remedial actions. Parties
engaged in mining operations may be required to compensate those suffering loss
or damage by reason of the mining activities and may have civil or criminal
fines or penalties imposed for violations of applicable laws or regulations and,
in particular, environmental laws.

Amendments to current laws, regulations and permits governing
operations and activities of mining companies, or more stringent implementation
thereof, could have a material adverse impact on our business and cause
increases in capital expenditures or production costs or reduction in levels of
production at producing properties or require abandonment or delays in
development of new mining properties.

We are committed to complying with and are, to our knowledge,
in compliance with, all governmental and environmental regulations applicable to
our company and our properties. For a more detailed discussion of permitting requirements application to our proposed mineral
exploration activities, please refer to the information contained under the
heading Regulation of Mineral Exploration in British Columbia on page 31of
this registration statement.

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Research and Development Expenditures

We have incurred $Nil in research and development expenditures
over the last fiscal year.

Employees

Currently, we do not have any employees. Our directors and
certain contracted individuals play an important role in the running of our
company. We do not expect any material changes in the number of employees over
the next 12 month period. We do and will continue to outsource contract
employment as needed.

We engage contractors from time to time to consult with us on
specific corporate affairs or to perform specific tasks in connection with our
exploration programs.

C.Organizational Structure

We do not currently have any subsidiaries.

D.Property, Plants and Equipment

Our company's head office is located in an office space in
Vancouver, British Columbia, Canada, provided by our former President and CEO.
We rented our office space at the rate of $100 per month until the third quarter
of 2015, and it has since been provided without charge on a month to month
basis.

We believe that our existing facilities are adequate to meet
our needs for the foreseeable future.

Information Concerning the SB Project

Property Description and Location

The geographic center of the property is at approximately
634000E; 5561000N in UTM ZONE 10 (NAD 83) or at 50° 11 38 north latitude and
121° 8 6 west longitude. The property is located approximately twenty five
kilometers west of Merritt, B.C., and lies between Trans-Canada Highway 1 and
Provincial Highway 5. Access is via secondary road systems from the Trans-Canada
Highway, south of Spences Bridge, which provide reasonable access throughout
much of the claims. The mineral tenures are for subsurface rights only and there
are no surface rights associated with the tenures. All tenures are on crown land
are legally accessible. The SB Project property lies within the traditional
territory of the Nlakapamux First Nation. Land claims have not been settled in
this part of British Columbia and their future impact on the propertys access,
title or the right and ability to perform work remain unknown.

Table
1.             List
of Tenures

The SB Project consists of the following mineral claims:

Tenure Number
    Claim Name
    Owner
    Map Number
    Good To Date
    Area (ha)855421
    SB 1
    266788
    092I
    2018/dec/31
    496.62855422
    SB 2
    266788
    092I
    2018/dec/31
    475.93855424
    SB 3
    266788
    092I
    2018/dec/31
    475.92855425
    SB 4
    266788
    092I
    2018/dec/31
    310.24855426
    SB 5
    266788
    092I
    2018/dec/31
    310.24855427
    SB 6
    266788
    092I
    2018/dec/31
    517.07855428
    SB 7
    266788
    092I
    2018/dec/31
    517.06855430
    SB 8
    266788
    092I
    2018/dec/31
    413.653516.71


13

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Accessibility, Climate, Local Resources,
Infrastructure and Physiography

The SB property lies 25 kilometres west of Merritt, British
Columbia. The claims are readily accessible west from Merritt on Provincial
Highway 8 to Spius Creek Road and then via the Spius Creek Road to the Nuaitch
Creek Road which traverses the property.

The topography is moderately steep, lying between 490 metres
and 1620 meters above sea level (ASL). There are cliffs and long ridges of
outcrop throughout the property. The major drainage is Nuaitch Creek through the
centre of the property. Limited areas in the northwest have been logged, while
the remaining property consists of open stands of fir and pine The southern
portion of the property is accessible from Nuaitch Creek Road and the northwest
corner is accessible from Manning Creek Road.

In this part of the province the climate is typical for the
southern interior of British Columbia. Summers are generally warm and dry and
winters are cold with significant snow accumulations. Temperatures can dip to
minus 20 Celsius for extended periods. Depending upon the type of exploration,
the field season generally runs from late April to early November.

This is a preliminary grass roots exploration project. The
sufficiency of surface rights for mining operations and the availability and
sources of power, water and mining personnel have not yet been considered.
Potential tailings storage and waste disposal areas, heap leach pad areas and
potential processing plant sites have not yet been investigated.

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History

The SB property lies within the Spences Bridge Gold Belt
(SBGB), a northwest trending belt of Cretaceous volcanics of island arc
affinity, in south central British Columbia. The SBGB stretches from Princeton
northwestward to Lillooet with smaller outliers continuing further northwestward
to Gang Ranch.

The SBGB has been continuously explored since the initial
discovery of low sulphidation epithermal precious metal mineralization in 2000.
A staking rush in the mid 2000s resulted in several regional exploration
programs by Almaden Minerals Ltd., Consolidated Spire Ventures Ltd., Strongbow
Exploration Inc., Tanqueray Resources Ltd. and Appleton Exploration Inc. Most of
these companies are now concentrating on key mineralized areas, dropping much of
the peripheral ground.

There have been two exploration programs completed on the
present SB claims, before the 2012 exploration program completed by MGM
Resources Corp. which is further described below  see Information Concerning
the SB Project - Exploration. Both of the earlier programs were orientated
towards the search for low sulphidation epithermal gold deposits in the Spences
Bridge Group.

Midland Recording Ltd. completed a program of preliminary rock
and stream sediment sampling on their Southern Belle property in 2005
(Henneberry, 2006). This program concentrated on the northern tributaries of
Nuaitch Creek and consisted of 12 stream sediment samples and 13 rock samples.
Two of the stream sediments samples returned values of 70 ppb Au and 90 ppb Au
respectively ,the remaining silts reported assays ranging from <5 to 15 ppb
gold, none of the silt sampled reported anomalous arsenic or antimony values.
The rock sample results ranged from <5 to 30 ppb gold, the latter was a
composite grab of quartz vein float. There were no arsenic anomalies with the
rock samples; only two samples reported values exceeding the analytical
detection limit with a high of 10 ppm arsenic.. A total of $11,793.10 was
recorded as assessment work with the British Columbia Ministry of Energy, Mines
and Petroleum Resources for this program.

Strongbow Exploration Inc. completed limited rock sampling,
stream sediment sampling and a widely spaced soil grid on the Southern Belle
property optioned from Midland Recording Ltd. in 2006 (Stewart and Gale, 2006).
This program also covered other claims outside the current Southern Belle
property, called the Silk and Manning properties. The entire Strongbow program
cost $91,950 and included the collection of 84 silt samples, 388 soil samples
and 81 rock samples, the vast majority of work was completed on the Southern
Belle property. This program located an area of weakly to moderately strong
gold-in-soil values on the ridge to the south of Nuaitch Creek. This area was
never followed up and is a high priority target. The best result from the soil
sampling program was a high of 61 ppb gold that was close to the anomalous silt
samples outlined by the 2005 Midland program. There are no known historical or
current mineral resource or mineral reserve estimates on the SB property nor has
there been any recorded production.

Geology Setting

The Spences Bridge Gold Belt lies within the Intermontane
Tectonic Belt of Central British Columbia, proximal to its western boundary with
the Coast Plutonic Belt. The Intermontane Beltis a region of relatively
low topographic and structural relief, while the Coast Plutonic Belt is a region
of high topographic and structural relief.

The two primary belts are further divided into nine
lithographic terranes in the map area: Coast Complex, Harrison, Cadwallader,
Bridge River, Shuksan, Methow, Stikinia, Cache Creek and Quesnellia,
respectively from west to east. Each terrane is bounded by major faults.

The Harrison and Coast Complex terranes are not directly
relevant to the Spences Bridge Group and its mineralization.

The Cadwallader Terrane lies to the west of the northern
outliers of the Spences Bridge Group. It comprises a series of Cretaceous
clastic sediments and the Powell River Group volcaniclastics. The Bridge River
Terrane consists of Mississippian to middle Jurassic marine sedimentary and
volcanic rocks. The Shuksan Terrane consists primarily of Cretaceous intrusives
and high grade metamorphic rocks.

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The Methow Terrane forms much of the boundary between the two
belts. It comprises sequences of Jurassic through to Cretaceous, predominantly
fine grained, clastic sediments.

The south end of the Stikinia Terrane includes Cretaceous
clastic sediments and a series of Jurassic through to Cretaceous intrusives.

The geology of the Cache Creek Terrane is complex with units
ranging in age from Pennsylvanian to middle Jurassic. The rocks include a
mélange of Permian to Pennsylvanian carbonates with minor clastic sediments and
volcanics in the eastern and central sections and a series of Permian to middle
Jurassic clastic sediments with minor carbonates and volcaniclastics to the
west.

The Quesnellia Terrane consists primarily of the upper Triassic
Nicola Group clastic sediments, and volcanic rocks with associated late Triassic
- early Jurassic intrusions. The most important is the Guichon Creek Batholith,
which hosts the Highland Valley copper deposits.

The Methow, Stikinia, Cache Creek and Quesnellia Terranes are
covered by Cretaceous and/or Tertiary sedimentary and volcanic overlap
assemblages. These include Miocene - Pliocene plateau basalts and coarse clastic
sediments of the Chilcotin Group, Eocene to Oligocene volcanics and Eocene
basalt and andesite, local rhyolite, breccia, tuff and sandstone thought to be
related to the Kamloops Group. Spences Bridge Group flows and volcaniclastics
occur as a series of outliers though the lower end of the Stikinia Terrane in
the north and as a large belt within the Quesnellia Terrane inthe
south.

The middle to upper Cretaceous Spences Bridge Group has
recently been identified as a significant target for epithermal precious metal
mineralization. This group forms a northwest trending volcanic belt consisting
of a thick sequence of gently folded volcanics with lesser sediments dipping
shallowly to the northeast. Rocks of the Spences Bridge Group are believed to
have formed as a chain of stratovolcanoes associated with subsiding,
fault-bounded basins (Thorkelson, 1985).

Glacial drift and alluvium deposits were deposited in creek and
river valleys by south moving Pleistocene glaciers.

Geology of the Spences Bridge Group

The Spences Bridge Group forms a northwest trending belt from 3
to 24 kilometres wide extending from north of Princeton through to east of
Lillooet. (Duffel and McTaggart, 1952). A faulted extension of the belt occurs
as a series of outliers in the Churn Creek / Empire Valley area west of 100 Mile
House (Thorkelson, 2006). The group is estimated to be up to 3,400 metres in
thickness. (Thorkelson, 2006). The Spences Bridge Group consists of two
formations: the Pimainus Formation and the overlying Spius Formation. The
Pimainus Formation consist mainly of subaerial flows and pyroclastic volcanic
strata interbedded with minor sedimentary intervals containing sandstone and
conglomerate. The overlying Spius Formation consists is characterized by a thick
succession of andesite flows. These flows vary from aphanitic with or without
sparse pyroxene phenocrysts to amygdaloidal. In some places, the contact is
conformable and hard to identify, while in others, lacustrine beds separate the
two formations. (Thorkelson, 2006).

The Spences Bridge Group is preserved in the Nicoamen
structural depression, a complex synclinorium crosscut by normal faults. It may
have been forming at the same time as the Spences Bridge Group. Presently, the
Spius Formation is largely confined to the centre of the structural depression
but appears to be the relic of an extensive shield volcano with a few cinder
cones. (Thorkelson, 2006).

Structurally, the Spences Bridge Group is generally gently
folded, with dips from 10o to 40o. Individual flows and
beds do not appear to be widespread. There appears to be some faulting within
the group but the lack of marker horizons makes measurement of any displacement
difficult. (Duffel and McTaggart, 1952).

SB Project Geology

The SB property was mapped during the Strongbow 2006
exploration program (Stewart and Gale, 2006). The following is a summary of the
mapping program.

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The dominant rock type found on the property is thick stacks of
basalt lava flows and associated dikes and breccias of the Spences Bridge Group
Spius formation. Sedimentary rocks associated with the Spius formation overlie
an unconformity at the base of this formation, through the area, but not on the
present SB property. This unconformity separates Spius formation rocks from the
underlying Pimainus formation volcanic rocks which are also only exposed on the
northeast corner of the property. There is one undated intrusions on the eastern
boundary of the SB property.

The Spius formation provide a thick, extensive and continuous
cover over the more varied Pimainus formation pyroclastic sequences. The Spius
formation in the area comprises massive to stacked coherent flows of weakly
porphyritic to aphanitic, black to red andesite and basalt. The more massive
flows observed may be hornblende or plagioclase porphyritic. Deposits are
generally amygdaloidal, can be flow banded and rarely show pipe vesicles. Rare
tuffaceous interbeds include hematite-rich, oxidized ash and scoria-lapilli
tuff. Amygdaloidal dikes intrude along vertical fractures through the resistive
lava flows, but may flow laterally along unconsolidated tuff layers forming
diffuse frothy appearing sills.

In the general area, sedimentary rocks representing the contact
between the underlying Pimainus formation intermediate volcaniclastic rocks and
overlying mafic flow dominated Spius formation of the Spences Bridge group have
been mapped. These sediments are interpreted to be an interformational unit
overlying the unconformity at the top of the Pimainus formation. This unit is
characterized locally by quartz-plagioclase rich wackestone, and interbedded
conglomerate and reworked ash tuff layers. Sandstone and wackestone units are
fresh and unaltered but strongly indurated with unidirectional crossbeds.

The Pimainus formation underlies the northeast corner of the SB
property. These rocks are monomictic to heterolithic intermediate block and ash
flow tuffs. The biotite or hornblende phyric units maybe normally graded and
show distinct flow boundaries. At some localities this unit preserves organic
fragments, mainly wood fragments, incorporated into pyroclastic flows.
Interbedded with the coarse grained flows are interbedded fine ash layers, some
of which are interpreted as ash surge beds.

On the eastern boundary of the SB property, there is an
extremely fresh, fine-grained felsic porphyry intrusion outcropping on steep
south facing ridges. This porphyry is white and very finely
quartz-plagioclase-biotite porphyritic. Patches of vesicles suggest this is
either a very shallow intrusion or may be locally extrusive. Government mapping
places this unit as Eocene in age, although the source of this date is presumed
to derive from regional comparisons with intrusions of similar character.

Hydrothermal alteration of the Spius formation on the SB
property is not regionally pervasive although there is local propylitic,
carbonate and silica alteration. This lack of alteration is very distinct from
occurrences of the underlying Pimainus formation of the Spences Bridge group
which appear to be pervasively silicified on a regional scale. Chalcedonic
amygdule and vug filling is common (occurrences of thunder eggs) as well as
associated cockscomb texture quartz vugs and veins. White to pink fibrous
zeolite veinlets are common in the area and likely emanate from the many feeders
dikes associated with the mafic flows. Celadonite is another alteration phase
that is abundant, although not uniformly, across the area. It tends to occur
with or near chlorite altered areas. Celadonite exists as fracture coatings,
amygdule and vug linings with quartz and/or carbonate.

One alteration which is regional in the Spius formation is
pervasive hematite in massive flows and particularly in pyroclastic interbeds.
This alteration accentuates the distinctly layered appearance of stacked flows
as more permeable and thus more oxidized layers between coherent flows are
hematite rich. Much of the regional hematite appears to be general diagenetic
ation of mafic flows. As well there is a distinct hematite +/- clay alteration
overprint where amygdaloidal subvolcanic dikes and sills intrude into and along
the basalt flows and tuffaceous horizons. The combination of hematite-clay
alteration can diffuse the boundaries between intruding sills and host such that
they are indistinguishable.

Areas of local hydrothermal brecciation and alteration in the
Spius formation may have up to 40% epidote and lesser hematite. There are
several NE trending structures that are locally altered. For example on the SB
property there is a local area of silicification and intense propylitic
alteration along a NE trending structural and dike corridor. At the core of this
alteration is a series of intense blue-green chalcedonic veins and vug fillings.
While local silt and stream sediment geochemistry has returned anomalous gold
and multi-element values, the rocks have not yet provided positive results.

18

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Topographic features including creek drainage patterns suggest
that there may be northwest-southeast and north-south trending structural
features present on the property. This is supported by government aeromagnetic
surveys. Structural control is a common feature of low-sulphidation precious
metals deposits.

Mineralization

The exploration target for the SB property is a low
sulphidation epithermal precious metal deposit. Bedrock mineralization has yet
to be found on the SB property. The exploration completed to date consists of
soil and silt geochemical surveys along with preliminary rock sampling,
prospecting and mapping.

The prior exploration programs of silt sampling and
reconnaissance soil sampling (Henneberry, 2006; Stewart and Gale, 2006)
identified three areas for follow up exploration:

- Target 1 where stream sediment sampling identified 6 anomalous values from
  the unnamed northern tributary and Nuaitch Creek itself: 10.2, 17.1, 19.3,
  46.3, 70 and 90 ppb. Three anomalous soil values were also identified in the
  area: 14.6, 25.7 and 60.8 ppb Au. A 30 ppb Au value was also obtained from
  quartz veining in the same area. The ridge between the tributary and Nuaitch
  Creek appears to be the source of the gold.
- Target 2 is a stream sediment area where gold values of 14 and 15 ppb Au
  were obtained from the central section of the unnamed tributary.
- Target 3 is a stream sediment area where a gold value of 156.3 ppb was
  obtained from the upper reaches of Manning Creek. This area was under snow
  cover and inaccessible during the May 2012 program.

The 2012 program tested the Target 1 and Target 2 areas, as
well as the strike projection of the PV and NIC zones from the Prospect Valley
property contiguous to the south. Three continuous to semi-continuous
gold-in-soil anomalies were identified as shown on Figure 3:

- The NW trending Anomaly A lies in the NW section of the grid and spans four
  lines, a distance in excess of 800 metres. It is open to the northwest and the
  strongest values appear on the northernmost line. If this anomaly continues to
  the NW, it may be the source of the gold in silt anomaly from Manning Creek.
- Anomaly B represents the possible strike projection of the PV zone. It is
  semi-continuous through most of the length of the grid, a distance of 1600
  metres. This anomaly may explain the anomalous silt samples taken from the
  south flowing tributaries of Nuaitch Creek within Target 2.
- Anomaly C represents the possible strike projection of the NIC zone. It is
  semi-continuous through its length, a distance of 1400 metres. The anomaly is
  multi-station wide on the two southernmost lines.

19

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Exploration

2012 Exploration Program by MGM Resources
Corp.

We did not complete any material exploration on the SB Project
property prior to November 2014 and do not currently have any detailed plans for
further exploration of the property. This section describes the May 2012 MGM
Resources Corp. program, the last exploration completed on the property before
our November 2014 exploration program. A total of 8 rocks and 1223 grid soil
samples were taken from 1245 soil samples sites.

2012 rock samples from 1 to 3 kilograms for float samples and
2.5 to 8 kilograms for bedrock chip samples were collected. Float samples
consisted of chips taken from one or two larger cobbles, or of several smaller
fragments collected from an area of a few square metres. Individual samples were
placed in labeled plastic bags, with an assay ticket also placed in the same
bag. The sample locations were marked in the field with pink flagging and
labeled Tyvex tags. UTM coordinates, in the map datum NAD 83, were recorded with
a handheld Global Positioning System (GPS) unit.

The soil grid was laid over the bottom section of the property
to cover Target 1 and Target 2 from the earlier exploration and also to test for
the strike projections of the PV Zone and the NIC zone from the contiguous
Prospect Valley property to the south. Several areas of the grid were
inaccessible due to massive cliffs, as indicated by the topography, so the grid
is not a perfect rectangle. It consisted of 50 metre spaced samples along 200
metre spaced lines. Each soil line was flagged and sampled at 50 metre intervals
along the line measured with a hip chain. Soil bags and flagging were
pre-numbered the day before. At each sample location a 500 to 1000 gram sample
of the soil from the B horizon was taken and placed in the corresponding soil
bag. Each sample location was marked as a waypoint in a GPS unit in the map
datum NAD 83. The data was downloaded nightly to computers.

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The lithologies documented on the SB property include:
volcaniclastics, flow breccias, ash fall tuffs and andesitic flows of the
Spences Bridge Group. There has not yet been bedrock mineralization located on
the PC property. The exploration target is low sulphidation epithermal precious
metal mineralization which can be confined to quartz veins or fault zones,
though it may be disseminated throughout porous units.

Three semi-continuous to continuous linear anomalies were
identified. The NW trending anomaly spans a distance in excess of 800 metres. It
is open to the northwest and the strongest values appear on the northernmost
line. If this anomaly continues to the NW, it may be the source of the gold in
silt anomaly from Manning Creek.

A second anomaly represents the possible strike projection of
the PV zone from the Prospect Valley property to the south. It is
semi-continuous through most of its length, a distance of 1,600 metres. This
anomaly may explain the anomalous silt samples taken from the south flowing
tributaries of Nuaitch Creek within Target 2.

A third anomaly represents the possible strike projection of
the NIC zone from the Prospect Valley property to the south. It is
semi-continuous through its length, a distance of 1,400 metres.

There is no correlation between gold and arsenic for Anomaly A
and Anomaly B. Anomaly C shows a strong correlation between gold and arsenic.

A total of eight rock samples were taken during the program.
Seven of the eight samples returned background gold values, while the eighth
returned a value of 0.8 ppm Au.

Sampling and Analysis and Security of
Samples

This section will describe the May 2012 MGM Resources Corp.
program. Information regarding our subsequent November 2014 exploration program
appears below under the heading Recent Exploration. At the end of the field
day, all soil samples were brought back to town. They were put in sequence and
placed 12 to 15 in a 13 by 18 poly bag. Three poly bags were then placed in a
rice bag. One standard, sealed in a Ziploc bag, was also placed in the rice bag.
The bag was then zap strapped and shipped in groups of 10 to 20 rice bags to
Acme Analytical Laboratories Ltd. in Vancouver, British Columbia by Mammoth
Geological Ltd. (the geological contractor) personnel or by Greyhound Bus from
Merritt. Rock samples were handled similarly, though only 10 to 12 samples were
placed in the rice bags. Since these were preliminary surveys no sample
splitting or reduction was necessary. The rice bags were stored in the motel
rooms of Mammoth Geological Ltd. personnel until there were a sufficient number
to make a shipment to the lab. Mammoth Geological Ltd. is independent of MGM
Resources Corp. and also independent of the property vendor Eastland Management
Ltd.

All samples from the 2012 exploration program were analyzed at
Acme Analytical Laboratories Ltd. in Vancouver, an ISO 9001 certified lab. The
sample preparation procedures follow. Silt and soil samples are first dried at
60oC and sieved at -80 mesh to obtain a 100 gram pulp. Depending on
the amount of -80 mesh material obtained, a 7.5, 15 or 30 gram sub-sample is cut
and leached with 90ml or 180ml of 2-2-2 HCl-HNO3-H2O
solution at 95oC for one hour, followed by dilution to 300ml or 600ml and 36
element ICP-MS.

Rock samples are crushed to 70% passing through a 10 mesh
screen. A 250 gram split is pulverized to 95% passing through a 150 mesh screen.
A 30gm sub-sample of the pulverized pulp is leached with 90ml or 180ml of 2-2-2
HCl-HNO3-H2O solution at 95oC for one hour, followed by
dilution to 300ml or 600ml and 36 element ICP-MS.

The exploration programs completed by MGM Resources Corp. are
preliminary surveys. The quality control procedures employed included duplicates
and standards supplied by CDN Resources Laboratories Ltd. A total of 25
standards were employed at regular intervals throughout the sample stream. The
CDN standards performed poorly for gold with only three of the 13 analyses
within the range for Standard CDN-GS-7PE, and six of 12 analyses within the
range for Standard CDN-ME-111 as shown in the table below. The copper analyses
for CDN-ME-1101 performed poorly with only three of 12 analyses reporting within
the range, but that may be a function of the analytical technique. The poor CDN
performance is not significant at this stage of the exploration program. The
assaying technique for certifying the CDN gold standard is 30 gram fire assay.
Fire assaying is the quantitative determination in which a metal or metals are separated from impurities by fusion processes and weighed
in order to determine the amount present in the original sample. The assaying
technique for the 36 element ICP-MS analysis is aqua regia digestion (separation
of metals from impurities by dissolution in acid), which may or may not be
complete, of a 0.5 gram sample. The difference in volume of sample tested, 30
grams versus 0.5 grams, along with potential incomplete digestion can easily
account for discrepancy in the values reported for the standards.

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Summary of Standard Performance

CDN GS 7PE
    
    CDN ME 1101Ranges
    680-852
    
    
    Ranges
    508-620
    6210-7250Sample No
    ppm Au
    ppb Cu
    
    Sample No
    ppb Au
    ppm CuSBS-1
    528.2
    42.1
    
    SBS-2
    444.1
    7701.4SBS-3
    625.3
    38.8
    
    SBS-4
    449.9
    6583.9SBS-5
    703.9
    46.1
    
    SBS-6
    415.6
    6600.8SBS-7
    594.7
    40.5
    
    SBS-8
    476.4
    5950.8SBS-9
    590.6
    46.6
    
    SBS-10
    501.1
    7379.7SBS-11
    615.7
    44.3
    
    SBS-12
    551.7
    8400SBS-13
    680.6
    47.8
    
    SBS-14
    539.2
    7314.2SBS-15
    584.9
    46.3
    
    SBS-16
    510.6
    6641.6SBS-17
    640.3
    48
    
    SBS-18
    686.7
    7992.1SBS-19
    625
    47.2
    
    SBS-20
    538.6
    7826SBS-21
    723.2
    48.7
    
    SBS-22
    638.6
    7929SBS-23
    674.9
    48.5
    
    SBS-24
    584.3
    8017.4SBS-25
    618.3
    46.5


The exploration program completed by MGM Resource Corp. was a
preliminary, early-stage exploration survey. The quality control procedures
employed included duplicates and standards supplied by CDN Resources
Laboratories Ltd. The CDN standards did not perform well for either copper or
gold, which may be a function of the analytical techniques.

Drilling

There has not been any drilling completed on the SB
Project.

Recent Exploration

In November 2014, the Company completed the 2014 exploration
program which consisted of 1,083 grid soil samples over the western half of the
property, completing coverage 200 metre by 50 metre coverage of the accessible
portion of the claim block and bringing the total soil samples to 2,330,
including an earlier 2011 program.

The soil sampling program identified three linear gold-in-soil
anomalies and one gold-in-soil cluster anomaly:

- Soil anomaly A is a 1,700 metre linear anomaly with multi-station gold
  values on two of the soil lines.
- Soil anomaly B is a 1,600 metre linear anomaly that may represent the
  northeast strike projection of the PV zone from the contiguous Prospect Valley
  property to south. This anomaly may explain the historic silt anomalies from
  the south flowing tributaries of Nuaitch Creek.

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- Soil anomaly C is a 1,400 metre linear anomaly that may represent the
  northeast strike projection of the NIC Zone from the Prospect Valley property
  contiguous to the south. Two of the southern lines have multi- 4 stations
  anomalous gold values. In addition, historic exploration located a series of
  intense blue-green chalcedonic quartz veins in the area of the anomaly.
- Soil anomaly D is a cluster anomaly covering an area 400 by 500 metres in
  the western half of the 2014 grid. The western half of the grid also shows a
  considerable scattering of anomalous values, with no defined linear or cluster
  anomalies. Upper Manning Creek drains this area and the source of the 156.3
  ppb Au silt value remains unexplained.

A program of detailed grid soil sampling and deep Induced
Polarization surveying over the 3 linear anomalies has been recommended to test
the full strike extent of the anomalies for zones of quartz veining and
accompanying precious metal mineralization in advance of diamond drilling.

Regulation of Mineral Exploration in British
Columbia

General

The Mines and Mineral Resources Division (MMD) of the Ministry
of Energy and Mines (MEM) regulates the approval, development and reclamation of
all mines in British Columbia under the authority of the provinces Mines Act
(1996) and its associated regulations, and all other applicable Federal and
Provincial laws. Any future exploration will require licenses and permits from
various governmental and nongovernmental authorities, and may require permission
of surface title holders for access to conduct exploration and/or extraction. As
of the date of this registration statement, we have filed and received approval
of a Notice of Work and Reclamation from the Ministry of Mines as required by
Section 10 of the Mines Act (British Columbia) for implementation of the
exploration program recommended by the Technical Report. We will be required to
obtain, at the appropriate time, all necessary renewals or amendments to such
permits to carry on with future exploration. Such licenses and permits are
subject to change in regulations and in various operating circumstances. Surface
access rights may be impeded by surface rights owners and severe weather
conditions. In addition, progression from exploration to the development and
mining stages requires conversion of mineral claims to a mining lease and
posting of a reclamation bond. There can be no assurance that we will be able to
maintain, renew or obtain all necessary licenses, leases, permits or approvals
required to carry out exploration, development and mining operations on any of
our projects.

Permitting

Under Section 10 of the Mines Act, before any mine operation
can commence, a Mines Act permit must be obtained from the MMD with appropriate
reclamation security paid in full in accordance with the Health, Safety and
Reclamation Code for Mines in British Columbia (HSRC)1 2003. Section 10 is
subject to limited exceptions for certain activities applicable primarily to
producing mines and which are deemed authorized by the MMD. In all other
instances, proponents who wish to conduct mining-related activities that involve
mechanized disturbance or electrical surveys (such as induced polarization
surveys) must first submit a Notice of Work (NoW) application. NoW applications
enable inspectors of mines to make decisions on and determine conditions of
permits issued pursuant to section 10 of the Mines Act. A NoW application must
include a plan(s) outlining the details of the proposed work and a program for
the protection and reclamation of the land, watercourses and cultural heritage
resources which may be affected by the proposed activities. Other details, such
as maps and tenure information, are also required. Depending on the nature of
the proposed program, additional information may be required to supplement NoW
applications; proponents will be advised of the aforementioned in the response
letter from the inspector. In 2015, processing time for determinations by the
MMD regarding a NoW application is 60 days or less. British Columbia adopted
permit fees effective April, 2015 applicable to major mines; these fees do not
apply to the exploration sector.

Annual Reporting

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Mines Act permit holders are additionally required to prepare
and file with the MMD annual summaries of exploration activities and reclamation
reports outlining all exploration or reclamation work and research undertaken in
the previous year as well as reclamation plans for the following five years.

Reclamation

Legislation requires all mining operations to carry out a
program of environmental protection and reclamation to ensure that upon
termination of mining, land, watercourses and cultural heritage resources will
be returned to a safe and environmentally sound state and to an acceptable end
land use. MMD is responsible for issuing and administering Mines Act permits.
Before the commencement of any work in or about a mine, the owner, agent,
manager or person acting on behalf of the company must hold a permit issued by
the Chief Inspector of Mines (pursuant to Section 10 of the Mines Act).

MMD seeks to provide reasonable assurance that the Province
will not have to contribute to the costs of reclamation if a mining company
defaults on its reclamation obligations. As a condition of Mines Act permits,
the permittee must post financial security in an amount and form acceptable to
the Chief Inspector of Mines. This security is held by the government until the
Chief Inspector is satisfied that all reclamation requirements for the operation
have been fulfilled. Every mine site has unique management requirements and
operational constraints; thus, the assessment of financial security is done on a
site-specific basis. The security is set at a level that reflects all
outstanding reclamation and closure obligations. For example, mines that require
long-term drainage treatment for metal leaching and/or acid rock drainage
require full security to cover outstanding liability and ongoing management.
Term deposits and bonds may be held in a Safekeeping Agreement where the
interest accrues on the deposit. In some cases, funds may be deposited to the
Mine Reclamation Fund (pursuant to Section 12 of the Mines Act) or within a
Qualified Environmental Trust. These funds allow interest to accrue to the
credit of the account.

The Chief Inspector of Mines accepts the following forms of
reclamation security: cash, certified cheques, bank drafts, term deposits (i.e.,
GICs), Government of Canada bonds and irrevocable standby letters of credit
(ISLOCs).

For ISLOCs, confirmation is provided by the clients financial
institution that sufficient funds exist and will be kept available by the
financial institution to meet MEMPR's requirements.

Reclamation securities can only be released by the authority of
the Chief Inspector of Mines.

Assessment of Reclamation Costs

Differing and justifiable answers exist for costing questions
posed on any given site, and in the absence of a detailed plan of exploration
for our property, we are unable to predict reclamation costs regarding any
future work at this time. At start of mining, (construction of roads and
clearing of plant site, pit and dump areas), the rate of surface disturbance is
high. However, the unit cost of reclaiming this type of work is relatively low
(usually in the order of CAD$1500 per ha). Reclamation costs would be
anticipated to increase with the frequency of surface disturbance,
infrastructure development and waste production over the course of the life of a
mine.

Environmental Assessment

In British Columbia, any proposed new mine and most major
expansions of existing mines that meet or exceed the thresholds described in
"Mine Project Thresholds for BCEAA" must undergo a formal review under the B.C.
Environmental Assessment Act. Mines with 75,000 tonnes of mineral ore production
per year, or existing reviewable-scale mines with either 50% or more increase in
area of mining disturbance, or 750 ha or more new disturbance trigger the formal
review requirements. The proponent must obtain an Environmental Assessment (EA)
Certificate from the Environmental Assessment Office before being issued a Mines
Act permit.

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Consulting with First Nations and other Stakeholders

Before issuing authorizations for any mining activity, the MEM
has a legal duty to consult, and if necessary, accommodate First Nations with
asserted, yet unresolved, aboriginal interests in a proposed project area. The
scope of this duty to consult and accommodate is case specific. First Nations
are invited to participate in proposed project review on a project-specific
basis; however, should a First Nation choose not to participate, the Ministry
must undertake other efforts to fulfill its duty to consult.

Our SB Project Property does not overlap any Indian reserves,
National or Provincial parks, ecological reserves, protected area, conservancy
areas, recreation areas, wildlife management areas, private lots or crown
leases, All tenures are on crown land are legally accessible. However, the SB
property lies within the traditional territory of the Nlakapamux First Nation.
Land claims have not been settled in this part of British Columbia and their
future impact on the propertys access, title or the right and ability to
perform work remain unknown. To date the Nlakapamux First Nation has not
declared any objection in relation to the activities on the SB Project property.

ITEM
4A.            UNRESOLVED
STAFF COMMENTS

Not applicable.

ITEM
5.             
 OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Item
5.             
 Operating and Financial Review and Prospects

The following discussion and analysis of our financial
condition and results of operations for the fiscal year ended November 30, 2016
should be read in conjunction with our financial statements and related notes
included in this annual report in accordance with "Item 8  Financial
Information"). Our financial statements for the fiscal year ended November 30,
2016 were prepared in accordance with IFRS and are expressed in Canadian
Dollars.

A.Operating Results

Year Ended November 30, 2016

During the year ended November 30, 2016, the Company had a
comprehensive loss of $108,087 compared to a comprehensive loss of $89,433 of
the year ended November 30, 2015. During the years ended November 30, 2016 and
2015, the Companys expenses by category consisted of: professional fees of
$53,328 (2015 - $67,361), general office expenses of $1,208 (2015  $1,096),
rent expenses of $nil (2015 - $900), and transfer agent and filing fees of
$54,451 (2015 - $22,278). The increase in net loss in the year ended November
30, 2016 compared with the year ended November 30, 2015 was primarily due to
expenditures associated with the Canadian Securities Exchange listing compliance
incurred during the year ended November 30, 2016. Interest income earned for the
years ended November 30, 2016 was $900 compared to $2,202 during the year ended
November 30, 2015.

Liquidity and Capital Resources

The Companys approach to managing its liquidity is to ensure
that it has sufficient resources to meet its liabilities as they come due and
have sufficient working capital to fund operations for the ensuing fiscal year.
Financing of operations has been achieved solely by equity financing.

At November 30, 2016, the Company had $101,443 in current
assets (November 30, 2015 - $227,892) and $15,525 in accounts payables and
accrued liabilities (November 30, 2015 - $33,887) for a working capital position
of $85,918 compared to a working capital position of $194,005 as at November 30,
2015. The Company anticipates its working capital will decrease over the next
quarter and ensuing year. As a result, the Company anticipates having enough
working capital to meet operating and compliance expenditures for the ensuing
quarter and year.

Current assets at November 30, 2016 were represented by cash of
$10,276, a short-term investment balance of $90,000 and sales tax receivable
balance of $1,167. Current liabilities were comprised of $525 in accounts
payable and $15,000 in accrued liabilities.

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At November 30, 2016, the Company had a share capital balance
of $633,109 (November 30, 2015 - $633,109) and an accumulated deficit of
$499,195 (November 30, 2015 - $391,108).

Financing of operations has been achieved solely by equity
financing. As the Company will not generate funds from operations for the
foreseeable future, the Company is primarily reliant upon the sale of equity
securities in order to fund future operations. Since inception, the Company has
funded limited operations through the issuance of equity securities on a private
placement basis. The Companys ability to raise funds through the issuance of
equity will depend on economic, market and commodity prices at the time of
financing.

Detailed discussions related to the Companys cash flows
during the year ended November 30, 2016

Cash balances increased by $90 during the year ended November
30, 2016 (November 30, 2015  decreased by $42,673).

During the year ended November 30, 2016, cash used in operating
activities was $125,016 compared to cash used in operating activities of
$122,567 during the year ended November 30, 2015.

The increase in cash used in operating activities is primarily
due to expenditures associated with the Canadian Securities Exchange listing
compliance incurred during the year ended November 30, 2016. Other than this,
the overall cash used in operating activities decreased, attributed to lower
expenditures on professional fees and managements efforts to conserve cash and
incur only necessary compliance and operational expenses.

Cash provided by investing activities during the year ended
November 30, 2016 was $125,106 compared to cash provided by investing activities
of $79,894 during the year ended November 30, 2015. The increase in cash
provided by investing activities is primarily attributed to additional fund
transfers from the Companys short-term investment.

Detailed discussions related to the Companys cash flows
during the year ended November 30, 2015

Cash balances decreased by $42,673 during the year ended
November 30, 2015 (November 30, 2014  increased by $44,297).

During the year ended November 30, 2015, cash used in operating
activities was $122,567 compared to cash used in operating activities of $67,191
during the year ended November 30, 2014. The increase in cash used in operating
activities is primarily attributed to payments made for expenses incurred for
completing the Companys qualifying transaction during the year ended November
30, 2014.

Cash provided by investing activities during the year ended
November 30, 2015 was $79,894 compared to cash used in investing activities of
$8,512 during the year ended November 30, 2014. The decrease in cash used in
investing activities is primarily attributed to exploration expenses incurred
for the Company during the year ended November 30, 2014.

Cash provided by financing activities during the year ended
November 30, 2015 was $nil (November 30, 2014 - $120,000). The increase in cash
provided by financing activities was a result of the proceeds from issuance of
common shares of the Company.

B.Research and Development, Patents and Licenses, etc.

Not applicable.

C.Trend Information

Other than as disclosed elsewhere in this registration
statement and specifically in Item 4.B. Business Overview, we are not aware of
any trends, uncertainties, demands, commitments or events that are reasonably
likely to have a material effect on our net revenues, income from operations,
profitability, liquidity or capital resources, or that would cause the disclosed
financial information to be not necessarily indicative of future operating
results or financial condition.

26

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D.Off Balance Sheet Arrangements

We do not have any off-balance sheets 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 resource that is material
to investors.

E.Tabular Disclosure of Contractual Obligations

We do not have any contractual obligations as of November 30,
2016 relating to long-term debt obligations, operating lease obligations,
purchase obligations or other long-term liabilities reflected on our latest
balance sheet as at November 30, 2016:

F.Safe Harbor

Not applicable.

ITEM
6.              
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.Directors and senior management

Name
    Position(s) Held with Company
    Principal Business Activities
      and Other Principal DirectorshipsBlake Olafson, Age 46
    President, Chief Executive Officer and Director
    Managing Director, Whiterock
      Capital, November 2011 to present; Senior Vice-President, Corporate
      Finance Asia, Ivanhoe Capital Corporation, April 2010 to October 2011;
      Director, Head of Asia, Real Estate Group, Arcapita Pte. Limited,
      September 2008 to March 2010Patrick Morris, Age 47
    Director
    President and CEO, Primary Cobalt Corp January 2017 to  present; President Hedzup MS Corp., November 2015 to president; President,  Vimoris Ventures Inc., 2006 through 2015.Ioannis Tsitos, Age 53
    Director
    President and Director of
      Goldsource Mines Inc., February 2014 to present; President, CEO and
      Director of Eagle Mountain Gold Corp. from January 2008 to February 2014;
      Director of First Bauxite Corporation, November 2011 to present; former
      Business Development Manager with BHP Billiton 
      April, 2003 to December,
      2013.Vivian Katsuris, Age 52s
    Chief Financial Officer and Secretary
    Director and Investment Advisor,
      Global Securities Corporation, , January 2014 to present; Director,
      Universal Ventures Inc., April 2014 to present; Corporate Secretary, Plate
      Resources Inc., January 2014 to July 2016.


27

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Blake Olafson  President, Chief Executive Officer and
Director

Mr. Olafson was appointed President, Chief Executive Officer
and Director on August 11, 2014.

Mr. Olafson has over 20 years experience in corporate finance
and portfolio management. He is the founder and managing director of Whiterock
Capital, a Singapore based investment advisory firm. As Senior Vice President of
Ivanhoe Capital Corporation, he was responsible for leading the groups
fundraising efforts primarily within Asia and looking for opportunities to
invest the groups capital. He was responsible for leading the Asia team as
global head of real estate for Arcapita Pte. Limited, as well as leading new
acquisitions. As Senior Vice President, Global Real Estate Group with Lehman
Brothers, he was responsible for making real estate investments for the
principal book of Lehman. Mr. Olafson has served as an officer or been an
insider of companies listed on the New York Stock Exchange, NASDAQ, Toronto
Stock Exchange and the Australian Securities Exchange.

Vivian Katsuris  Chief Financial Officer and Secretary

Ms. Katsuris was appointed Chief Financial Officer on August
11, 2014.

Ms. Katsuris has over 23 years of experience in the brokerage
industry, the North American capital markets & public financings. She was an
Investment Advisor at Global Securities Corporation from 2003 to 2013 and worked
at Canaccord Capital Corp. (Canada and US divisions) from 1993 to 2003. Ms.
Katsuris also serves as a director of Universal Ventures Inc.

Ioannis Tsitos  Director

Mr. Tsitos has been a director of our company since August 11,
2014.

Mr. Tsitos has over 28 years experience in the mining
industry, having spent 19 years with BHP Billiton Group. He has lived and worked
in South Africa, Ecuador, Greece and United Kingdom and has been working in
Canada since 2000. Originally a physicist-geophysicist, he left BHP Billiton in
December 2007, where he had the title of New Business Manager for Mineral
Exploration. He holds a B.Sc. degree in Physics from the University of Athens
and a Masters degree in Applied Geophysics and Geology from the University of
Birmingham, U.K. In addition, he has done management and finance studies as part
of an MBA program with Herriot Watt University, Edinburgh. Mr. Tsitos brings to
the Company a wealth of knowledge and extensive experience in the mining sector
focused on exploration and development for a wide spectrum of commodities, from
gold, base metals, nickel and diamonds to bulk minerals such as bauxite, coal
and iron ore. He has done business in 32 countries. He has been instrumental in
the identification, negotiation and execution of more than 50 exploration and
mining agreements with juniors, majors, as well as with state exploration and
mining companies. He is currently a director of Goldsource Mines Inc., First
Bauxite Corporation and Kensington Court Ventures Inc.

Patrick Morris  Director

Mr. Morris has been a director of our company since August 11,
2014.

Patrick Morris is an experience public company director and
officer who has served on several TSX-V listed companies. Among others, Mr.
Morris has been CEO and a director of Clear Mountain Resources Corp., Gold Star
Resources Corp., Lucrum Capital Corp. and Skybridge Development Corp. He has
also served as a director of Weststar Development Corp, Lateegra Gold Corp.,
Butler Resource Corp. and Quantum Rare Earth Corp. within the last ten years

Family Relationships

There are no family relationships among any of our directors
and senior management listed above.

B.Compensation

During the year ended November 30, 2016 and 2015, our directors
and officers received the following compensation:

28

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- For the year ended November 30, 2016, the Company paid $10,500 to our
  Chief Financial Officer and corporate Secretary, Vivivan Katsuris, for
  consulting services rendered (2015 - $6,000).

Our directors and our officers did not accrue or receive any
other cash compensation, non-cash compensation, or benefits in kind for their
services during the year ended November 30, 2016 or 2015.

Written Management Agreements

None of our officers provide their services pursuant to a
written employment or management agreement.

Stock Option Plan

Pursuant to the policy of the TSX Venture Exchange, where our
common shares were traded from August 13, 2014 until March 9, 2016, we were
required to adopt a stock option plan prior to granting incentive stock options
and, accordingly, we adopted a stock option plan on November 12, 2014. The
purpose of our stock option plan is to attract and motivate directors, senior
officers, employees, management company employees, consultants and others
providing services to our company and its subsidiaries, and thereby advance our
interests, by affording such persons with an opportunity to acquire an equity
interest in our company through the issuance of stock options.

Our stock option plan is a "rolling" stock option plan
permitting the grant of incentive stock options to purchase up to 10% of our
Company's issued and outstanding common shares.

Our stock option plan has the following terms and
conditions:

- stock options may be issued to directors, senior officers, employees,
  consultants, affiliates or subsidiaries or to employees of companies providing
  management or administrative services to the Company;
- the Board (or any committee delegated by the Board) in its sole discretion
  will determine the number of options to be granted, the optionees to receive
  the options, and term of expiry;
- the options will be non-assignable except that they will be exercisable by
  the personal representative of the option holder in the event of the option
  holder's death;
- options will be exercisable at a price which is not less than the
  Discounted Market Price (as defined by the TSXV policy 1.1);
- options granted to a person who is engaged in investor relations activities
  will expire within a maximum of 30 days after the optionee ceases to be
  employed and options granted to all other persons will expire within a
  reasonable period of time from the date the optionee ceases to hold his or her
  position or office;
- the number of Common Shares reserved for issuance to any one person
  pursuant to options granted during the previous 12 months shall not exceed 5%
  of the issued and outstanding Common Shares at the time of grant; and the
  number of options granted to consultants or persons performing investor
  relations activities will not exceed 2% unless the TSXV provides approval;
- the aggregate number of Common Shares which may be subject to issuance
  pursuant to options granted under our stock option plan shall not exceed the
  equivalent of 10% of the issued and outstanding Common Shares of the Company;
- options will not be issued unless fully paid and options granted will be
  fully vested on the date of grant; options granted to consultants providing
  investor relations services will be subject to vesting provisions as per the
  policies of the TSXV;
- every option granted under our stock option plan shall be evidenced by a
  written agreement between the Company and the optionee;
- any consolidation or subdivision of Common Shares will be reflected in an
  adjustment to the stock options;

29

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- any reduction in exercise price of options granted to the Company's
  insiders will be subject to approval of disinterested shareholders of the
  Company.

Option-Based Awards

The following table sets forth the option based awards for each
of directors and officers of the Company outstanding as at November 30,
2016.

Name
    Option Based AwardsNumber ofsecuritiesunderlyingunexercised options(#)
    Option exerciseprice($)
    Option
      expirationdate
    Value of unexercisedin-the-moneyoptions($)(1)Blake Olafson, President,ChiefExecutiveOfficer,Treasurer, &Director
    500,000
    $0.10
    May 1, 2022
    NilPatrick Morris, Director
    125,000
    $0.15
    July 30, 2023
    NilIoannis Tsitos, Director
    125,000
    $0.30
    November 11, 2019
    NilVivian Katsuris, ChiefFinancialOfficer &Secretary
    125,000
    $0.30
    November 11, 2019
    Nil


Notes:

| | (1) | Value is calculated based on the difference between
      the market value of the securities underlying the options as at November
      30, 2016 being $0.03 and the exercise price of the
  option.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Termination and Change of Control Benefits

Except as previously disclosed, we have no plans or
arrangements in respect of remuneration received or that may be received by our
directors and senior management in respect of compensating such person in the
event of termination of employment (as a result of resignation, retirement,
change of control, etc.) or a change in responsibilities.

Pension, Retirement or Similar Benefits

We have not set aside or accrued any amounts to provide
pension, retirement or similar benefit for our directors or senior management
during the fiscal year ended November 30, 2016.

C.Board Practices

Term of Office

Each director of our company holds office until the next annual
general meeting of our company or until his successor is elected or appointed,
unless his office is earlier vacated in accordance with the articles of our
company or the provisions of the BCBCA. Each member of our senior management is
appointed to serve at the discretion of our Board, subject to the terms of the
employment agreements described above.

30

---

Service Contracts

Other than as disclosed herein, we do not have any service
contracts with directors which provide for benefits upon termination of
employment.

Committees

The audit committee is our only committee at this time. Our
company does not have a remuneration committee.

Audit Committee

The members of our audit committee are Blake Olafson, Patrick
Morris and Ioannis Tsitos. As defined in National Instrument 52-110  Audit
Committees,Blake Olafson, is not "independent". All members are financially
literate, meaning that they have the ability to read and understand a set of
financial statements that present a breadth of complexity of accounting issues
that are generally comparable to the breadth and complexity of the issues that
can reasonably be expected to be raised by our financial statements.

We have adopted a charter for our audit committee. The audit
committee is responsible for review of both interim and annual financial
statements for our company. For the purposes of performing their duties, the
members of the audit committee have the right at all times, to inspect all the
books and financial records of our company and any subsidiaries and to discuss
with management and the external auditors of our company any accounts, records
and matters relating to the financial statements of our company. The audit
committee members meet periodically with management and annually with the
external auditors. Our audit committee has the overall duties and
responsibilities to:

- review the financial reporting process to ensure the accuracy of the
  financial statements of our company;
- assist the Board to properly and fully discharge its responsibilities;
- strengthen the role of the Board by facilitating in depth discussions
  between directors, management and external auditors;
- evaluate the independent auditor's qualifications, performance and
  independence;
- facilitate the independence of the independent auditor;
- assess the processes relating to the determination and mitigation of risks
  and the maintenance of an effective control environment; and
- review the processes to monitor compliance with laws and regulations.

D.Employees

As of November 30, 2016 and as at the date of this report, we
do not have any employees. Our directors and certain contracted individuals play
an important role in the running of our company. We do not expect any material
changes in the number of employees over the next 12 month period. We do and will
continue to outsource contract employment as needed.

We engage contractors from time to time to consult with us on
specific corporate affairs or to perform specific tasks in connection with our
exploration programs.

E.Share Ownership

As at September 28, 2017, our directors and senior management
beneficially owned the following common shares and stock options of our company:

31

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Name and Office Held
    Number of
      Common Shares Owned **and** Percent of Total
      Outstanding Common **Shares**
    Options
      Owned(2)# of
      Shares
    % of
      Class(1)Blake Olafson, President, Chief
      Executive Officer, Treasurer, & Director
    6,000,000(3)
    46.4%
    500,000Vivian Katsuris, Chief Financial
      Officer & Secretary
    607,500
    4.69%
    125,000Patrick Morris, Director
    255,000
    1.97%
    125,000Ioannis Tsitos, Director
    Nil
    Nil
    125,000


*Notes:*

| | (1) | Based on 12,934,000 common shares issued and
      outstanding as at September 28, 2017.                                                                                      
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                               
| | (2) | Options are exercisable into common shares, on a
      one-for-one basis.                                                                                                     
| |     |                                                                                                                                                                               
| | (3) | Of the 6,000,000 common shares held, 2,000,000 Common
      Shares are held in the name of Linkson Holdings Ltd., a company over which
      Mr. Olafson holds voting control.

The voting rights attached to the common shares owned by our
directors and senior management do not differ from those voting rights attached
to shares owned by people who are not directors or senior management of our
company.

ITEM
7.              
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.Major Shareholders

To the best of our knowledge, there are no persons or company
who beneficially own, directly or indirectly, or exercise control or direction
over, securities carrying more than 5% of the voting rights attached to any
class of voting securities of the Company, except as follows:

Name of Shareholder
    Number of Shares Held
    % of Class
      Held(1)Blake Olafson(2)
    6,000,000
    46.4%Jonathan Dubouis-Phillips
    1,200,000
    9.3%


Notes:

| | (1) | Based on 12,934,000 common shares issued and
    outstanding as at September 28, 2017.                                                                                        
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                               
| | (2) | Of the 6,000,000 Common Shares held, 2,000,000 common
      shares are held in the name of Linkson Holdings Ltd., a company over which
      Mr. Olafson holds voting control.

Recent Changes in Major Shareholder Ownership

To the best of our knowledge, the following transactions
constitute the sole significant changes in the percentage ownership held by any
major shareholders during the past three years:

32

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On June 30, 2016, Vivian Katsuris, our Chief Financial Officer
and Secretary, sold 742,500 common shares in a private transaction, reducing her
shareholding in the Company from 10.4% to 4.59% of our issued and outstanding
common shares.

On August 13, 2014 Vivian Katsuris, acquired 1,350,000 of our
common shares in a private transaction from Suzanne L. Wood, our former
President, Chief Executive Officer, Chief Financial Officer, Secretary, former
director, and former major shareholder. Ms. Wood resigned as a director and
officer of our company concurrently with the sale of the shares.

Major Shareholder Voting Rights

The voting rights of our major shareholders do not differ from
the voting rights of holders of our common shares who are not our major
shareholders.

Residency of Shareholders

As at November 30, 2016 and September 28, 2017, the
registrar and transfer agent for our company reported that there were 12,934,000
common shares of our company issued and outstanding. Of these, 6,694,000 were
registered to Canadian residents (8 recorded shareholders) and none were
registered to residents of the United States (0 recorded shareholders), and
6,240,000 were registered to non-United States or Canadian residents (3 recorded
shareholders).

Control and Control Arrangements

To the best of our knowledge, our company is not directly or
indirectly owned or controlled by another corporation, by any foreign government
or by any other natural or legal person severally or jointly, except as
disclosed in the above table regarding our major shareholders.

There are no arrangements known to us, the operation of which
may at a subsequent date result in a change in control of our company.

B.Related Party Transactions

As at November 30, 2016 and 2015, there was no related party
balance with any directors and officers of the Company.

During the year ended November 2016, we paid $10,500 (2015 -
$6,000) to VivKor Holdings Inc., a company controlled by our Chief Financial
Officer and Secretary, Vivian Katsuris. The payments were made for consulting
services rendered by Ms. Katsuris in her capacity as CFO and Secretary of the
Company.

We formerly rented the premises of our head office located in Vancouver, British Columbia, Canada from Wood & Associates, a company controlled by Suzanne Wood, our former President, Chief Executive Officer, Chief Financial Officer, Secretary, former director, and former major shareholder. We rented the office space on a month to month basis at the monthly rate of $100. We paid to Wood & Associates $800 during fiscal 2014, and $1,200 during each of fiscal 2013 and fiscal 2012 for use of the office space.

During the year ended November 30, 2014 we paid $1,500 to
Vivian Katsuris, for consulting services rendered (2013 - $nil).

During the year ended November 30, 2014 we also granted to Ms.
Katsuris 125,000 incentive stock options exercisable until November 14, 2019 at
a price of $0.30 per share.

During the year ended November 30, 2014, we paid $8,000 to
Laurium Mining Services Inc. a company owned by our director, Ioannis Tsitos.
The payments were for technical services and reporting in relation to our 2014
work program on the SB Property.

During the year ended November 30, 2014 we granted to Ioannis
Tsitos, 125,000 incentive stock options exercisable until November 14, 2019 at a
price of $0.30 per share.

33

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From December 1, 2013 to August 31, 2014, we incurred
accounting and administrative services of $11,000 to Wood & Associates.

During the year ended November 30, 2013, we also incurred
accounting and administrative services to Wood & Associates of $6,000 (2012
- $7,000).

On May 1, 2012, we granted our three directors (Blake Oalfson,
Ioannis Tsitos and Suzanne Wood) an aggregate of 1,000,000 stock options. Each
option allows the holder to purchase one common share of the Company at an
exercise price of $0.10 per common share (equal to market price at the date of
grant) for a period of ten years from the date of grant. On July 24, 2013, a
director resigned and surrendered to the Company for cancellation 125,000 of the
above noted stock options.

On July 30, 2013, the Company allotted for grant 125,000 stock
options to a new director, exercisable at a price of $0.15 per share for a
period of ten years from date of grant.

Compensation

For information regarding compensation for our directors and
senior management, see Item 6.B - Compensation.

C.Interests of Experts and Counsel

Not applicable

ITEM
8.              
FINANCIAL INFORMATION

A.Financial Statements and Other Financial Information

Our financial statements (included as Item 18 of this
registration statement) are stated in United States dollars and are prepared in
accordance with IFRS, as issued by the IASB.

The following financial statements and notes thereto are filed
with and incorporated herein as part of this registration statement:

| | (a) | audited financial statements for the years ended November
      30, 2016, including: independent auditors' report by MNP LLP, Chartered
      Professional Accountant, statements of financial position, statements of
      loss and comprehensive loss, statements of cash flows, statements of
      changes in equity, and notes to financial
statements;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

These financial statements can be found under "Item 17 -
Financial Statements" below.

Legal Proceedings

There have not been any legal or arbitration proceedings,
including those relating to bankruptcy, receivership or similar proceedings,
those involving any third party, and governmental proceedings pending or known
to be contemplated, which may have, or have had in the recent past, significant
effect our financial position or profitability.

There have been no material proceedings in which any director,
any member of senior management, or any of our affiliates is either a party
adverse to our company or our subsidiaries or has a material interest adverse to
our company or our subsidiaries.

Policy on Dividend Distributions

We have not declared any dividends since our inception and do
not anticipate that we will do so in the foreseeable future. We currently intend
to retain future earnings, if any, to finance the development of our business.
Any future payment of dividends or distributions will be determined by our Board
on the basis of our earnings, financial requirements and other relevant
factors.

B.Significant Changes

We are not aware of any significant change that has occurred
since November 30, 2016, and that has not been disclosed elsewhere in this
annual report.

34

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ITEM
9.              
THE OFFER AND LISTING

A.Offer and Listing Details

| | (a) | Our authorized share capital consists of an unlimited
      number of Common Shares, without par value. As of November 30, 2016 and
      September 28, 2017, we had 12,934,000 Common Shares issued and
      outstanding. Our common stock is listed on the TSX Venture Exchange
      (TSXV) under the symbol AXC. Our common stock became eligible for
      trading on the TSXV on May 2, 2012. The first trade of our common stock
      occurred on September 10, 2014. The transfer of our common shares is
      managed by our transfer agent, Computershare Trust Company of Canada. Our
      shares are issued in registered form.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (a) | Set forth below are the annual high and low market prices
      for our stock for each of our five most recent full financial years
      (ending November 30).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

2012
    2013
    2014
    2015
    2016High
    n/a
    n/a
    0.40
    0.15
    0.06Low
    n/a
    n/a
    0.06
    0.05
    0.03


| |     | These numbers represent the annual high and low market
      prices for our stock as quoted on the TSXV.                                                              
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                       
| | (b) | Set forth below are the high and low market prices for
      each full financial quarter for the two most recent full financial years
      and any subsequent period.

Year 2017

Quarter
    February
    May
    August
    November (through September 28,
      2017)High
    0.03
    0.6
    0.10
    0.12Low
    0.02
    0.02
    0.06
    0.09


Year 2016

Quarter
    February
    May
    August
    NovemberHigh
    0.06
    0.06
    0.06
    0.03Low
    0.06
    0.03
    0.03
    0.03


Year 2015

Quarter
    February
    May
    August
    NovemberHigh
    0.15
    0.08
    0.06
    0.06Low
    0.10
    0.06
    0.05
    0.06






---

| | (c) | Set forth below are the high and low market prices for
      each of the six most recent completed months of the year
  2017:
| | --- | -----------------------------------------------------------------------------------------------------------------------------

Month
    April
    May
    June
    July
    August
    SeptemberHigh
    0.06
    0.06
    0.07
    0.10
    0.10
    0.12Low
    0.05
    0.06
    0.06
    0.07
    0.09
    0.09


B.Plan of Distribution

Not applicable to Form 20-F filed as an Annual Report.

C.Markets

Our Common Shares are publically traded on the TSX Venture
Exchange under the symbol "AXC" Our common stock is not now listed or quoted on
any other securities exchange or electronic quotation service in the United
States or abroad. There is currently no market for our common stock in the
United States. Following the effective date of this registration statement our
management intends to seek the quotation of our common stock on the OTCQB
inter-dealer quotation service operated by OTC Markets Group. To achieve the
quotation of our common stock on the OTCQB a market maker must file a Form
15c211 on our behalf with FINRA, and we must successfully complete an
application and a management certification procedure with OTC Markets Group. We
have engaged in preliminary discussions with a FINRA Market Maker to file our
application on Form 15c211with FINRA on our behalf but, as of the date of this
registration statement, no filing has been made. There is no guarantee that any
such filing will be made or, if made, approved by FINRA.

D.Selling Shareholders

Not applicable to Form 20-F filed as an Annual Report.

E.Dilution

Not applicable to Form 20-F filed as an Annual Report.

F.Expenses of the Issue

Not applicable to Form 20-F filed as an Annual Report.

ITEM
10.            
ADDITIONAL INFORMATION

A.Share Capital

Our authorized share capital consists of an unlimited number of
Common Shares, without par value. As of November 30, 2016, we had 12,934,000
Common Shares issued and outstanding.

Common Shares

We are authorized to issue an unlimited number of common shares
without par value. As at November 30, 2016 and September 28, 2017, there were
12,934,000 common shares issued and outstanding.

36

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The holders of the common shares are entitled to one vote for
each common share held on all matters to be voted on by such holders. The
holders of common shares are entitled to receive, pro rata, the remaining
property of our company on a liquidation, dissolution or winding-up of our
company after the holders of Preferred Shares have been paid. There are no
pre-emptive rights or redemption rights attached to the Common Shares.

Warrants

As of November 30, 2016, we had 2,640,000 warrants outstanding
to purchase common shares at an exercise price of $0.10. Each share purchase
warrant entitles the holder to purchase, subject to adjustment, one common share
of our company. The warrants expire August 11, 2019.

Stock Options

As of November 30, 2016, we had 875,000 incentive stock options
outstanding at a weighted average exercise price of $0.16. Each incentive stock
option entitles the holder to purchase, subject to adjustment, one common share
of our company at the exercise price established at the time of grant of the
options. The options vested upon granting, and 500,000 options expire July 30,
2023, 125,000 options on May 1, 2022, and 250,000 options on November 11,
2019.

Issuance of Common Shares

We have financed our operations through, among other things,
funds raised in private placements of common shares and proceeds from shares
issued upon exercise of stock options and share purchase warrants.

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Since the date of incorporation of the company 12,934,000
common shares have been issued, and 2,000,000 Common Shares have been
repurchased for cancellation, as follows:

Date
    Number ofShares
    Issue Price PerShare
    Aggregate IssuePrice
    ConsiderationReceived/PaidOctober 17, 2011
    1
    $0.05
    $0.05
    CashNovember 10, 2011
    9,999,999
    $0.05
    $499,999.95
    CashFebruary 29, 2012(1)
    (2,000,000)
    ($0.05)
    ($100,000.00)
    (Cash)May 1, 2012
    2,000,000
    $0.10
    $200,000.00
    CashMay 4, 2012
    94,000
    $0.10
    $9,400.00
    CashAugust 11, 2014
    2,400,000
    $0.05
    $120,000.00
    CashAugust 11, 2014
    240,000
    $0.05
    $12,000.00
    Finder's FeeAugust 11, 2014
    200,000
    $0.05
    $10,000.00
    Property Payment


Notes:

| | (1) | On February 29, 2012 a total of 2,000,000 common
      shares were surrendered to the company for cancellation and returned to
      the companys treasury for consideration of $0.05 per
  share.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Resolutions/Authorizations/Approvals

Not Applicable.

B.Memorandum and Articles of Association

Incorporation

We are incorporated under the British Columbia Business
Corporations Act (BCBCA). Our British Columbia incorporation number is
BC0922905.

Objects and Purposes of Our Company

Our articles do not contain a description of our objects and
purposes.

Voting on Proposals. Arrangements, Contracts or
Compensation by Directors

Other than as disclosed below, our articles do not restrict
directors' power to (a) vote on a proposal, arrangement or contract in which the
directors are materially interested or (b) to vote compensation to themselves or
any other members of their body in the absence of an independent quorum.

The BCBCA does, however, contain restrictions in this regard.
The BCBCA provides that a director who holds a disclosable interest in a
contract or transaction into which we have entered or proposes to enter is not
entitled to vote on any directors' resolution to approve that contract or
transaction, unless all the directors have a disclosable interest in that
contract or transaction, in which case any or all of those directors may vote on
such resolution. A director who holds a disclosable interest in a contract or
transaction into which we have entered or proposes to enter and who is present
at the meeting of directors at which the contract or transaction is considered
for approval may be counted in the quorum at the meeting whether or not the
director votes on any or all of the resolutions considered at the meeting. A
director or senior officer generally holds a disclosable interest in a contract
or transaction if (a) the contract or transaction is material to our company;
(b) we have entered, or proposed to enter, into the contract or transaction, and
(c) either (i) the director or senior officer has a material interest in the
contract or transaction or (ii) the director or senior officer is a director or
senior officer of, or has a material interest in, a person who has a material
interest in the contract or transaction. A director or senior officer does not
hold a disclosable interest in a contract or transaction merely because the
contract or transaction relates to the remuneration of the director or senior
officer in that person's capacity as director, officer, employee or agent of our
company or of an affiliate of our company.

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Borrowing Powers of Directors

Our articles provide that we, if authorized by our directors,
may:

- borrow money in the manner and amount, on the security, from the sources
  and on the terms and conditions that they consider appropriate;
- issue bonds, debentures and other debt obligations either outright or as
  security for any liability or obligation of our company or any other person
  and at such discounts or premiums and on such other terms as they consider
  appropriate;
- guarantee the repayment of money by any other person or the performance of
  any obligation of any other person; and
- mortgage, charge, whether by way of specific or floating charge, grant a
  security interest in, or give other security on, the whole or any part of the
  present and future assets and undertaking of our company.

Qualifications of Directors

Under our articles, a director is not required to hold a share
in the capital of the Company as qualification for his or her office but must be
qualified as required by the BCBCA to become, act or continue to act as a
director.

Share Rights

See "Share Capital" above for a summary of our authorized
capital and the special rights and restrictions attached to our Common Shares
and Preferred Shares.

Procedures to Change the Rights of
Shareholders

Our articles state that the Company may by resolution of its
directors: (a) create one or more classes or series of shares or, if none of the
shares of a class or series of shares are allotted or issued, eliminate that
class or series of shares; (b) increase, reduce or eliminate the maximum number
of shares that the Company is authorized to issue out of any class or series of
shares or establish a maximum number of shares that the Company is authorized to
issue out of any class or series of shares for which no maximum is established;
(c) if the Company is authorized to issue shares of a class of shares with par
value: (i) decrease the par value of those shares, (ii) if none of the shares of
that class of shares are allotted or issued, increase the par value of those
shares, (iii) subdivide all or any of its unissued or fully paid issued shares
with par value into shares of smaller par value, or (iv) consolidate all or any
of its unissued or fully paid issued shares with par value into shares of larger
par value; (d) subdivide all or any of its unissued or fully paid issued shares
without par value; (e) change all or any of its unissued or fully paid issued
shares with par value into shares without par value or all or any of its
unissued shares without par value into shares with par value; (f) alter the
identifying name of any of its shares; (g) consolidate all or any of its
unissued or fully paid issued shares without par value; or (h) otherwise alter
its shares or authorized share structure when required or permitted to do so by
the BCBCA.

Meetings

Each director holds office until our next annual general
meeting or until his office is earlier vacated in accordance with our articles
or with the provisions of the BCBCA. A director appointed or elected to fill a
vacancy on our board also holds office until our next annual general
meeting.

Our articles and the BCBCA provide that our annual meetings of
shareholders must be held at such time in each calendar year and not more than
15 months after the last annual general meeting and at such place as our Board
may from time to time determine. Our directors may, at any time, call a meeting
of our shareholders.

The holders of not less than five percent of our issued shares
that carry the right to vote at a meeting may requisition our directors to call
a meeting of shareholders for the purposes stated in the requisition.

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Under our articles, the quorum for the transaction of business
at a meeting of our shareholders is one or more persons, present in person or by
proxy.

Our articles state that in addition to those persons who are
entitled to vote at a meeting of our shareholders, the only other persons
entitled to be present at the meeting are the directors, the president (if any),
the secretary (if any), any lawyer or auditor for our company, any persons
invited to be present at the meeting by our directors or by the chair of the
meeting and any person entitled or required under the BCBCA or our articles to
be present at the meeting.

Limitations on Ownership of Securities

Neither Canadian law nor our Articles limit the right of a
non-resident to hold or vote common shares of the company, other than as
provided in the Investment Canada Act (the Investment Act), as amended by the
World Trade Organization Agreement Implementation Act (the WTOA Act). The
Investment Act generally prohibits implementation of a direct reviewable
investment by an individual, government or agency thereof, corporation,
partnership, trust or joint venture that is not a Canadian, as defined in the
Investment Act (a non-Canadian), unless, after review, the minister
responsible for the Investment Act is satisfied that the investment is likely to
be of net benefit to Canada. An investment in the common shares of the company
by a non-Canadian (other than a WTO Investor, as defined below) would be
reviewable under the Investment Act if it were an investment to acquire direct
control of the company, and the value of the assets of the company were C$5.0
million or more (provided that immediately prior to the implementation of the
investment the Company was not controlled by WTO Investors). An investment in
common shares of the Company by a WTO Investor (or by a non-Canadian other than
a WTO Investor if, immediately prior to the implementation of the investment the
Company was controlled by WTO Investors) would be reviewable under the
Investment Act if it were an investment to acquire direct control of the company
and the value of the assets of the Company equaled or exceeded an amount
determined by the Minister of Finance (Canada) (the Minister) on an annual
basis. The Minister has determined that the threshold for review for WTO
Investors or vendors (other than Canadians) to be C$344 million for the year
2013. A non-Canadian, whether a WTO Investor or otherwise, would be deemed to
acquire control of the company for purposes of the Investment Act if he or she
acquired a majority of the common shares of the company. The acquisition of less
than a majority, but at least one-third of the shares, would be presumed to be
an acquisition of control of the company, unless it could be established that
the company is not controlled in fact by the acquirer through the ownership of
the shares. In general, an individual is a WTO Investor if he or she is a
national of a country (other than Canada) that is a member of the World Trade
Organization (WTO Member) or has a right of permanent residence in a WTO
Member. A corporation or other entity will be a WTO Investor if it is a WTO
Investor-controlled entity, pursuant to detailed rules set out in the
Investment Act. The U.S. is a WTO Member. Certain transactions involving our
common shares would be exempt from the Investment Act, including:

- an acquisition of the shares if the acquisition were made in the ordinary
  course of that persons business as a trader or dealer in securities;
- an acquisition of control of the Company in connection with the realization
  of a security interest granted for a loan or other financial assistance and
  not for any purpose related to the provisions of the Investment Act; and
- an acquisition of control of the Company by reason of an amalgamation,
  merger, consolidation or corporate reorganization, following which the
  ultimate direct or indirect control in fact of the Company, through the
  ownership of voting interests, remains unchanged.

Change in Control

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

Ownership Threshold

Our articles or the BCBCA do not contain any provisions
governing the ownership threshold above which shareholder ownership must be
disclosed. Securities legislation in Canada, however, requires that we disclose in our information circular for our annual general
meeting, holders who beneficially own more than 10% of our issued and
outstanding shares. Most state corporation statutes do not contain provisions
governing the threshold above which shareholder ownership must be disclosed.
Upon the effectiveness of this registration statement on Form 20-F, we expect
that the United States federal securities laws will require us to disclose, in
our annual report on Form 20-F, holders who own 5% or more of our issued and
outstanding shares.

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C.Material Contracts

There are no other contracts, other than those disclosed below
and those entered into in the ordinary course of business, that are material to
the Company and which were entered into in the most recently completed fiscal
year or which were entered into before the most recently completed fiscal year
but are still in effect as of the date of this registration statement.

- Option Agreement with Qualitas Holdings Corp., dated February 17, 2014
  (amended on May 2, 2014 to substitute Eastland Management Ltd. for Qualitas
  Holdings Corp. as optionor of the claims, and further amended on August 26,
  2016)

D.Exchange Controls

There are no government laws, decrees or regulations in Canada
which restrict the export or import of capital or which affect the remittance of
dividends, interest or other payments to non-resident holders of our common
shares. Any remittances of dividends to United States residents and to other
non-residents are, however, subject to withholding tax. See Taxation
below.

E.Taxation

Certain Canadian Federal Income
Taxation

We consider that the following general summary fairly describes
the principal Canadian federal income tax consequences applicable to a holder of
our common shares who is a resident of the United States, who is not, will not
be and will not be deemed to be a resident of Canada for purposes of the
Income Tax Act(Canada) and any applicable tax treaty and who does not
use or hold, and is not deemed to use or hold, his, her or its common shares in
the capital of our company in connection with carrying on a business in Canada
(a non-resident holder).

This summary is based upon the current provisions of the
Income Tax Act(Canada), the regulations thereunder (the Regulations),
the current publicly announced administrative and assessing policies of the
Canada Revenue Agency and the Canada-United States Tax Convention as amended by
the Protocols thereto (the Treaty). This summary also takes into account the
amendments to the Income Tax Act(Canada) and the Regulations publicly
announced by the Minister of Finance (Canada) prior to the date hereof (the Tax
Proposals) and assumes that all such Tax Proposals will be enacted in their
present form. However, no assurances can be given that the Tax Proposals will be
enacted in the form proposed, or at all. This summary is not exhaustive of all
possible Canadian federal income tax consequences applicable to a holder of our
common shares and, except for the foregoing, this summary does not take into
account or anticipate any changes in law, whether by legislative, administrative
or judicial decision or action, nor does it take into account provincial,
territorial or foreign income tax legislation or considerations, which may
differ from the Canadian federal income tax consequences described herein.

This summary is of a general nature only and is not intended
to be, and should not be construed to be, legal, business or tax advice to any
particular holder or prospective holder of our common shares, and no opinion or
representation with respect to the tax consequences to any holder or prospective
holder of our common shares is made. Accordingly, holders and prospective
holders of our common shares should consult their own tax advisors with respect
to the income tax consequences of purchasing, owning and disposing of our common
shares in their particular circumstances.

Dividends

Dividends paid on our common shares to a non-resident holder
will be subject under the Income Tax Act(Canada) to withholding tax at a
rate of 25% subject to a reduction under the provisions of an applicable tax treaty, which tax is deducted at source by our company. The
Treaty provides that the Income Tax Act(Canada) standard 25% withholding
tax rate is reduced to 15% on dividends paid on shares of a corporation resident
in Canada (such as our company) to residents of the United States, and also
provides for a further reduction of this rate to 5% where the beneficial owner
of the dividends is a corporation resident in the United States that owns at
least 10% of the voting shares of the corporation paying the dividend.

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Capital Gains

A non-resident holder is not subject to tax under the Income
Tax Act(Canada) in respect of a capital gain realized upon the disposition
of a common share of our company unless such share represents taxable Canadian
property, as defined in the Income Tax Act(Canada), to the holder
thereof. Our common shares generally will be considered taxable Canadian
property to a non-resident holder if:

- the non-resident holder;
- persons with whom the non-resident holder did not deal at arms length; or
- the non-resident holder and persons with whom such non-resident holder did
  not deal at arms length,

owned, or had an interest in an option in respect of, not less
than 25% of the issued shares of any class of our capital stock at any time
during the 60 month period immediately preceding the disposition of such shares.
In the case of a non-resident holder to whom shares of our company represent
taxable Canadian property and who is resident in the United States, no Canadian
taxes will generally be payable on a capital gain realized on such shares by
reason of the Treaty unless the value of such shares is derived principally from
real property situated in Canada.

United States Federal Income
Taxation

The following is a general discussion of certain material
United States federal foreign income tax matters under current law, generally
applicable to a U.S. Holder (as defined below) of our common shares who holds
such shares as capital assets. This discussion does not address all aspects of
United States federal income tax matters and does not address consequences
peculiar to persons subject to special provisions of federal income tax law,
such as those described below as excluded from the definition of a U.S. Holder.
In addition, this discussion does not cover any state, local or foreign tax
consequences. See Certain Canadian Federal Income Tax Consequences above.

The following discussion is based upon the Internal Revenue
Code of 1986, as amended (the Code), Treasury Regulations, published Internal
Revenue Service (IRS) rulings, published administrative positions of the IRS
and court decisions that are currently applicable, any or all of which could be
materially and adversely changed, possibly on a retroactive basis, at any time.
In addition, this discussion does not consider the potential effects, both
adverse and beneficial, of any recently proposed legislation which, if enacted,
could be applied, possibly on a retroactive basis, at any time. No assurance can
be given that the IRS will agree with such statements and conclusions, or will
not take, or a court will not adopt, a position contrary to any position taken
herein.

Holders and prospective holders of common shares should
consult their own tax advisors with respect to federal, state, local, and
foreign tax consequences of purchasing, owning and disposing of our common
shares.

U.S. Holders

As used herein, a U.S. Holder includes a holder of less than
10% of our common shares who is a citizen or resident of the United States, a
corporation created or organized in or under the laws of the United States or of
any political subdivision thereof, any entity which is taxable as a corporation
for U.S. tax purposes and any other person or entity whose ownership of our
common shares is effectively connected with the conduct of a trade or business
in the United States. A U.S. Holder does not include persons subject to special
provisions of federal income tax law, such as tax-exempt organizations,
qualified retirement plans, financial institutions, insurance companies, real
estate investment trusts, regulated investment companies, broker-dealers,
non-resident alien individuals or foreign corporations whose ownership of our
common shares is not effectively connected with the conduct of a trade or
business in the United States and shareholders who acquired their shares through the exercise of
employee stock options or otherwise as compensation.

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Distributions

The gross amount of a distribution paid to a U.S. Holder will
generally be taxable as dividend income to the U.S. Holder for U.S. federal
income tax purposes to the extent paid out of our current or accumulated
earnings and profits, as determined under U.S. federal income tax principles.
Distributions which are taxable dividends and which meet certain requirements
will be unqualified dividend income and taxed to U.S. Holders at a maximum
U.S. federal rate of 15%. Distributions in excess of our current and accumulated
earnings and profits will be treated first as a tax-free return of capital to
the extent of the U.S. Holders tax basis in the common shares and, to the
extent in excess of such tax basis, will be treated as a gain from a sale or
exchange of such shares.

Capital Gains

In general, upon a sale, exchange or other disposition of
common shares, a U.S. Holder will generally recognize a capital gain or loss for
U.S. federal income tax purposes in an amount equal to the difference between
the amount realized on the sale or other distribution and the U.S. Holders
adjusted tax basis in such shares. Such gain or loss will be U.S. source gain or
loss and will be treated as a long-term capital gain or loss if the U.S.
Holders holding period of the shares exceeds one year. If the U.S. Holder is an
individual, any capital gain will generally be subject to U.S. federal income
tax at preferential rates if specified minimum holding periods are met. The
deductibility of capital losses is subject to significant limitations.

Foreign Tax Credit

A U.S. Holder who pays (or has had withheld from distributions)
Canadian income tax with respect to the ownership of our common shares may be
entitled, at the option of the U.S. Holder, to either a deduction or a tax
credit for such foreign tax paid or withheld. Generally, it will be more
advantageous to claim a credit because a credit reduces United States federal
income taxes on a dollar-for-dollar basis, while a deduction merely reduces the
taxpayers income subject to tax. This election is made on a year-by-year basis
and generally applies to all foreign income taxes paid by (or withheld from) the
U.S. Holder during that year. There are significant and complex limitations
which apply to the tax credit, among which are an ownership period requirement
and the general limitation that the credit cannot exceed the proportionate share
of the U.S. Holders United States income tax liability that the U.S. Holders
foreign source income bears to his or its worldwide taxable income. In
determining the application of this limitation, the various items of income and
deduction must be classified into foreign and domestic sources. Complex rules
govern this classification process. There are further limitations on the foreign
tax credit for certain types of income such as passive income, high
withholding tax interest, financial services income, shipping income, and
certain other classifications of income. The availability of the foreign tax
credit and the application of these complex limitations on the tax credit
are fact specific and holders and prospective holders of our common shares
should consult their own tax advisors regarding their individual
circumstances.

Passive Foreign Investment Company Status

We would be a passive foreign investment company (a PFIC) if
(taking into account certain look-through rules with respect to the income and
assets of our corporate subsidiaries in which we own 25 percent (by value) of
the stock) either (i) 75 percent or more of our gross income for the taxable
year was passive income or (ii) the average percentage (by value) of our total
assets that are passive assets during the taxable year was at least 50
percent.

If we were a PFIC, each U.S. Holder would (unless it made one
of the elections discussed below on a timely basis) be taxable on gain
recognized from the disposition of our common shares (including gain deemed
recognized if the common shares are used as security for a loan) and upon
receipt of certain excess distributions (generally, distributions that exceed
125% of the average amount of distributions in respect to such common shares
received during the preceding three taxable years or, if shorter, during the
U.S. Holders holding period prior to the distribution year) with respect to our
common shares as if such income had been recognized ratably over the U.S.
Holders holding period for the common shares. The U.S. Holders income for the
current taxable year would include (as ordinary income) amounts allocated to
the current taxable year and to any taxable year period prior
to the first day of the first taxable year for which we were a PFIC. Tax would
also be computed at the highest ordinary income tax rate in effect for each
other taxable year period to which income is allocated, and an interest charge
on the tax as so computed would also apply. Additionally, if we were a PFIC,
U.S. Holders who acquire our common shares from decedents (other than
non-resident aliens) would be denied the normally available step-up in basis for
such shares to fair market value at the date of death and, instead, would have a
tax basis in such shares equal to the decedents basis, if lower.

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As an alternative to the tax treatment described above, a U.S.
Holder could elect to treat U.S. as a qualified electing fund (a QEF), in
which case the U.S. Holder would be taxed currently, for each taxable year that
we are a PFIC, on its pro rata share of our ordinary earnings and net capital
gain (subject to a separate election to defer payment of taxes, which deferral
is subject to an interest charge). Special rules apply if a U.S. Holder makes a
QEF election after the first taxable year in its holding period in which we are
a PFIC. In the event that we conclude that we will be classified as a PFIC, we
will make a determination at such time as to whether we will be able to provide
U.S. Holders with the information that is necessary to make a QEF election.
Amounts includable in income as a result of a QEF election will be determined
without regard to our prior year losses or the amount of cash distributions, if
any, received from us. A U.S. Holders basis in its common shares will increase
by any amount included in income and decrease by any amounts not included in
income when distributed because such amounts were previously taxed under the QEF
rules. So long as a U.S. Holders QEF election is in effect with respect to the
entire holding period for its common shares, any gain or loss realized by such
holder on the disposition of its common shares held as a capital asset
ordinarily will be capital gain or loss. Such capital gain or loss ordinarily
would be long-term if such U.S. Holder had held such common shares for more than
one year at the time of the disposition. For non-corporate U.S. Holders,
long-term capital gain is generally subject to a maximum U.S. federal income tax
rate of 15% for taxable years beginning on or before November 30, 2012. The QEF
election is made on a shareholder-by-shareholder basis, applies to all common
shares held or subsequently acquired by an electing U.S. Holder and can be
revoked only with the consent of the IRS.

As an alternative to making the QEF election, a U.S. Holder of
PFIC stock which is publicly traded may in certain circumstances avoid certain
of the tax consequences generally applicable to holders of a PFIC by electing to
mark the stock to market and recognizing as ordinary income or loss, each
taxable year that we are a PFIC, an amount equal to the difference as of the
close of the taxable year between the fair market value of the PFIC stock and
the U.S. Holders adjusted tax basis in the PFIC stock. Special rules apply if a
U.S. Holder makes a mark-to-market election after the first taxable year in its
holding period in which we are a PFIC. Losses would be allowed only to the
extent of net mark-to-market gain previously included by the U.S. Holder under
the election for prior taxable years. This election is available for so long as
the Companys common shares constitute marketable stock, which includes stock
of a PFIC that is regularly traded on a qualified exchange or other market.
Generally, a qualified exchange or other market includes a national market
system established pursuant to Section 11A of the Securities Exchange Act of
1934, or a foreign securities exchange that is regulated or supervised by a
governmental authority of the country in which the market is located and that
has certain characteristics. A class of stock that is traded on one or more
qualified exchanges or other markets is regularly traded on an exchange or
market for any calendar year during which that class of stock is traded, other
than in de minimis quantities, on at least 15 days during each calendar quarter,
subject to special rules relating to an initial public offering. It is not
entirely clear whether either the OTCQB or TSXV are qualified exchanges or other
markets, or whether there will be sufficient trading volume with respect to the
Companys common shares, and accordingly, whether the common shares will be
marketable stock for these purposes. Furthermore, there can be no assurances
that the Companys common shares will continue to trade on any of the exchanges
listed above.

We believe we were not a PFIC for the year ending November 30,
2013 and do not expect to be classified as a PFIC for the year ending November
30, 2014. However, PFIC status is determined as of the end of each taxable year
and is dependent on a number of factors, including the value of our passive
assets, the amount and type of our gross income, and our market capitalization.
Therefore, there can be no assurance that we will not become a PFIC for the
current taxable year ending November 30, 2014 or in a future taxable year. We
will notify U.S. Holders in the event we conclude that we will be treated as a
PFIC for any taxable year.

F.Dividends and Paying Agents

There is no dividend restriction; however, we have not declared
any dividends since our inception and do not anticipate that we will do so in
the foreseeable future. We currently intend to retain future earnings, if any, to finance the development of our business. Any future
payment of dividends or distributions will be determined by our Board on the
basis of our earnings, financial requirements and other relevant factors. There
is no special procedure for non-resident holders to claim dividends. Any
remittances of dividends to United States residents and to other non-residents
are, however, subject to withholding tax. See Taxation above.

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G.Statements by Experts

The financial statements of our company for the years ended
November 30, 2015 and 2014 included in this annual report have been audited by
MNP LLP, Chartered Professional Accountants, with a business address at Suite 2300  1055
Dunsmuir Street, Vancouver, British Columbia, Canada V7X 1J1, as stated in their
reports appearing in this registration statement and have been so included in
reliance upon the reports of such firm given their authority as experts in
accounting and auditing.

H.Documents on Display

Upon the effectiveness of this registration statement, we will
be subject to the informational requirements of the Securities Exchange Act
of 1934(United States), and we will thereafter file reports and other
information with the Securities andExchange Commission. You may read and
copy any of our reports and other information at, and obtain copies upon
paymentof prescribed fees from, the Public Reference Room maintained by
the SEC at 100 F Street, N.E., Room 1024,Washington, DC, 20549. In
addition, the Securities and Exchange Commission maintains a web site that
contains reports andother information regarding registrants that file
electronically with the Securities and Exchange Commission athttp://www.sec.gov. The public may obtain information on the operation of
the Public Reference Room by calling the SEC at1-800-SEC-0330.

The documents concerning our company referred to in this
registration statement may be viewed at the offices of Salley Bowes Harwardt
LLP, Suite 1750, 1185 West Georgia Street, Vancouver, British Columbia, Canada
V6E 4E6, during normal business hours.

I.Subsidiary Information

Our company does not have any subsidiaries.

ITEM
11.               
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Financial instruments are agreements between two parties that
result in promises to pay or receive cash or equity instruments. The Company
classifies its financial instruments as follows: cash and short-term investments
are classified as a financial asset at FVTPL, other receivables are classified
as loans and receivables, and accounts payable is classified as other financial
liabilities, which are measured at amortized cost. The carrying value of these
instruments approximates their fair values due to their short term to
maturity.

The Company has exposure to the following risks from its use of
financial instruments:

- Credit risk;
- Liquidity risk; and
- Interest rate risk.

Credit Risk

Credit risk is the risk of financial loss to our company if a
customer or counterparty to a financial instrument fails to meet its contractual
obligations. Our company reduces its credit risk on cash by placing these
instruments with institutions of high credit worthiness.

Liquidity Risk

Liquidity risk is the risk that our company is not able to meet
its financial obligations as they become due. There can be no assurance that our
company will be able to obtain adequate financing in the future or that the
terms of such financing will be favourable. Our company may seek additional
financing through equity offerings and advances from related parties, but there
can be no assurance that such financing will be available on terms acceptable to
the Company.

45

---

Interest Rate Risk

The Company invests part of the cash balance in variable rate
GICs at rate of Prime minus 2.10% (2015: 0.70%) . Any changes to market rates
result in interest rate risk. The exposure to interest rate risk, however, is
limited due to the short term nature of variable rate GIC.

ITEM
12.            
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable to Form 20-F filed as an Annual Report.

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

Not applicable.

ITEM
15.            
CONTROLS AND PROCEDURES

We have elected to report under Item 15T.

ITEM
15T.          CONTROLS AND
PROCEDURES

Evaluation of Disclosure Controls and Procedures

The phrase disclosure controls and procedures refers to
controls and procedures designed to ensure that information required to be
disclosed in our reports filed or submitted under the Securities Exchange Act of
1934, as amended, or the Exchange Act, such as this Annual Report on Form 20-F,
is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the U.S. Securities and Exchange Commission,
or SEC. Disclosure controls and procedures are also designed to ensure that such
information is accumulated and communicated to our management, including our
chief executive officer, or CEO, and chief financial officer, or CFO, as
appropriate to allow timely decision regarding required disclosure.

Our management, with the participation of our CEO and CFO, has
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act), as of
December 31, 2015, the end of the period covered by this Annual Report on Form
20-F. Based on such evaluation, our CEO and CFO have concluded that as of
November 30, 2016, our disclosure controls and procedures were designed at a
reasonable assurance level and were effective to provide reasonable assurance
that information we are required to disclose in reports that we file or submit
under the Exchange Act is recorded, processed, summarized, and reported within
the time periods specified in the rules and forms of the SEC, and that such
information is accumulated and communicated to our management, including our CEO
and CFO, as appropriate, to allow timely decisions regarding required
disclosure.

Managements Report on Internal Control over Financial
Reporting

Our 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. Our internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of consolidated financial
statements for external purposes in accordance with generally accepted
accounting principles.

46

---

Our management, with the participation of our CEO and CFO, has
assessed the effectiveness of the internal control over financial reporting as
of November 30, 2016. In making this assessment, our management used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control  Integrated Framework (2013
Framework). Based on this evaluation, our management has concluded that our
internal control over financial reporting was effective as of November 30, 2015.

This Annual Report on Form 20-F does not include an attestation
report of our registered public accounting firm on our internal control over
financial reporting due to an exemption established by the JOBS Act for
emerging growth companies.

Changes in Internal Controls over Financial Reporting

There was no change in our internal control over financial
reporting identified in managements evaluation pursuant to Rules 13a-15(d) or
15d-15(d) of the Exchange Act during the quarter ended November 30, 2016 that
materially affected, or is reasonable likely to materially affect, our internal
control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and
procedures, management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives. In addition, the design of disclosure
controls and procedures must reflect the fact that there are resource
constraints and that management is required to apply judgment in evaluating the
benefits of possible controls and procedures relative to their costs.

ITEM
16A.          AUDIT COMMITTEE
FINANCIAL EXPERT

The members of our audit committee are Blake Olafson, Patrick
Morris and Ioannis Tsitos. As defined in National Instrument 52-110  Audit
Committees,Blake Olafson, is not "independent". All members are financially
literate, meaning that they have the ability to read and understand a set of
financial statements that present a breadth of complexity of accounting issues
that are generally comparable to the breadth and complexity of the issues that
can reasonably be expected to be raised by our financial statements.

We have adopted a charter for our audit committee. The audit
committee is responsible for review of both interim and annual financial
statements for our company. For the purposes of performing their duties, the
members of the audit committee have the right at all times, to inspect all the
books and financial records of our company and any subsidiaries and to discuss
with management and the external auditors of our company any accounts, records
and matters relating to the financial statements of our company. The audit
committee members meet periodically with management and annually with the
external auditors. Our audit committee has the overall duties and
responsibilities to:

- review the financial reporting process to ensure the accuracy of the
  financial statements of our company;
- assist the Board to properly and fully discharge its responsibilities;
- strengthen the role of the Board by facilitating in depth discussions
  between directors, management and external auditors;
- evaluate the independent auditor's qualifications, performance and
  independence;
- facilitate the independence of the independent auditor;
- assess the processes relating to the determination and mitigation of risks
  and the maintenance of an effective control environment; and

47

---

- review the processes to monitor compliance with laws and regulations.

ITEM
16B.          CODE OF
ETHICS

Our company has not adopted a Code of Ethics given its current
stage of development. As our company grows, we may adopt a Code of Ethics in the
future.

ITEM
16C.          PRINCIPAL
ACCOUNTANTS FEES AND SERVICES

Audit Fees

Our external auditors, MNP LLP, Chartered Professional
Accountants., charged total fees of $11,220 for the year ended November 30,
2016. All of the $11,220 above was for audit fees and none of the amount was for
audit-related fees or income tax preparation fees. Our external auditors, MNP
LLP, Chartered Professional Accountants, charged total fees of $11,220 for the
year ended November 30, 2015. All of the $11,220 above was for audit fees and
none of the amount was for audit-related fees or income tax preparation
fees.

Audit-Related Fees

None.

Tax Fees

None.

All Other Fees

None.

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

Not Applicable.

ITEM
16E.          PURCHASE OF
EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASER

Not Applicable.

PART III

ITEM
17.            
FINANCIAL STATEMENTS

See "Item 18 - Financial Statements".

ITEM
18.            
FINANCIAL STATEMENTS

Our financial statements are stated in United States dollars
and are prepared in accordance with IFRS, as issued by the IASB.

The following financial statements and notes thereto are filed
with and incorporated herein as part of this registration statement:

| | (a) | audited financial statements for the years ended November
      30, 2016 and November 30, 2015, including: independent auditors' report by
      MNP LLP, Chartered Accountant, statements of financial position,
      statements of loss and comprehensive loss, statements of cash flows,
      statements of changes in equity, and notes to financial
  statements;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

48

---

ALEXANDRA CAPITAL CORP.

FINANCIAL STATEMENTS

November 30, 2016 and 2015

(Expressed in Canadian Dollars)

---

Managements Responsibility for Financial Reporting

To the Shareholders of Alexandra Capital Corp.:

Management is responsible for the preparation and presentation
  of the accompanying financial statements, including responsibility for
  significant accounting judgments and estimates in accordance with International
  Financial Reporting Standards and ensuring that all information in the annual
  report is consistent with the statements. This responsibility includes selecting
  appropriate accounting principles and methods, and making decisions affecting
  the measurement of transactions in which objective judgment is required.

In discharging its responsibilities for the integrity and
  fairness of the financial statements, management designs and maintains the
  necessary accounting systems and related internal controls to provide reasonable
  assurance that transactions are authorized, assets are safeguarded and financial
  records are properly maintained to provide reliable information for the
  preparation of financial statements.

The Board of Directors is responsible for overseeing management
  in the performance of its financial reporting responsibilities, and for
  approving the financial information included in the annual report. The Audit
  Committee, which is comprised primarily of Directors who are neither management
  nor employees of Alexandra Capital Corp. has the responsibility of meeting with
  management and external auditors to discuss the internal controls over the
  financial reporting process, auditing matters and financial reporting issues.
  The Committee is also responsible for recommending the appointment of Alexandra
  Capital Corp.s external auditors.

MNP LLP, an independent firm of Chartered Professional
  Accountants, is appointed by the shareholders to audit the financial statements
  and report directly to them; their report follows. The external auditors have
  full and free access to, and meet periodically and separately with, both the
  Audit Committee and management to discuss their audit findings.

March 17, 2017

|BlakeOlafson |  | IoannisTsitos
|-------------- |  | ---------------
|Director       |  | Director       

---



Independent Auditors Report

To the Shareholders of Alexandra Capital Corp.:

We have audited the accompanying financial statements of
  Alexandra Capital Corp., which comprise the statements of financial positions as
  at November 30, 2016 and 2015, the statements of operations and comprehensive
  loss, changes in equity and cash flows for the years then ended, and a summary
  of significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

Management is responsible for the preparation and fair
  presentation of these financial statements in accordance with International
  Financial Reporting Standards, and for such internal control as management
  determines is necessary to enable the preparation of 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 financial
  statements based on our audits. We conducted our audits in accordance with
  Canadian generally accepted auditing standards. Those standards require that we
  comply with ethical requirements and plan and perform the audit to obtain
  reasonable assurance about whether the financial statements are free from
  material misstatement.

An audit involves performing procedures to obtain audit
  evidence about the amounts and disclosures in the financial statements. The
  procedures selected depend on the auditors judgment, including the assessment
  of the risks of material misstatement of the 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 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 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 financial statements present fairly, in all
  material respects, the financial position of Alexandra Capital Corp. as at
  November 30, 2016 and 2015 and its financial performance and its cash flows for
  the years then ended in accordance with International Financial Reporting
  Standards.

Emphasis of Matter

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

|Vancouver, British Columbia |                                         
|--------------------------- | ----------------------------------------
|                            |                                         
|March 17, 2017              | Chartered Professional
      Accountants
|                            |                                         



---

|ALEXANDRA CAPITAL
      CORP.   
|--------------------------------
|Statements of Financial Position
|(Expressed in Canadian dollars) 

|                                           |  |      |  |   | November 30, |   |   | November 30, |  
|------------------------------------------ |  | ---- |  | - | ------------ | - | - | ------------ | -
|As at                                      |  | Note |  |   | 2016         |   |   | 2015         |  
|ASSETS                                     |  |      |  |   |              |   |   |              |  
|Current assets                             |  |      |  |   |              |   |   |              |  
|Cash                                       |  |      |  | $ | 10,276       |   | $ | 10,186       |  
|Sales tax receivable                       |  |      |  |   | 1,167        |   |   | -            |  
|Prepaid
      expenses                     |  |      |  |   | -            |   |   | 2,600        |  
|Short-term investment                      |  | 2    |  |   | 90,000       |   |   | 215,106      |  
|Total current assets                       |  |      |  |   | 101,443      |   |   | 227,892      |  
|Non-current assets                         |  |      |  |   |              |   |   |              |  
|Exploration and evaluation assets          |  | 3    |  |   | 165,012      |   |   | 165,012      |  
|Total assets                               |  |      |  | $ | 266,455      |   | $ | 392,904      |  
|                                           |  |      |  |   |              |   |   |              |  
|LIABILITIES                                |  |      |  |   |              |   |   |              |  
|Current liabilities                        |  |      |  |   |              |   |   |              |  
|Accounts payable and accrued liabilities   |  |      |  | $ | 15,525       |   | $ | 33,887       |  
|Total current liabilities                  |  |      |  |   | 15,525       |   |   | 33,887       |  
|                                           |  |      |  |   |              |   |   |              |  
|SHAREHOLDERS' EQUITY                       |  |      |  |   |              |   |   |              |  
|Share capital                              |  |      |  |   | 633,109      |   |   | 633,109      |  
|Contributed surplus                        |  |      |  |   | 117,016      |   |   | 117,016      |  
|Deficit                                    |  |      |  |   | (499,195     | ) |   | (391,108     | )
|Total shareholders' equity                 |  |      |  |   | 250,930      |   |   | 359,017      |  
|Total liabilities and shareholders' equity |  |      |  | $ | 266,455      |   | $ | 392,904      |  

These financial statements are authorized for issuance by the
  Board of Directors on March17,2017

Approved on behalf of the Board:

Blake
        Olafson
      
      Ioannis TsitosDirector
      
      Director


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

1

---

|ALEXANDRA CAPITAL
      CORP.           
|----------------------------------------
|Statements of Net and Comprehensive Loss
|(Expressed in Canadian dollars)         

|For the years ended November 30,                                              |  | Note |  |   | 2016       |   |   | 2015       |  
|----------------------------------------------------------------------------- |  | ---- |  | - | ---------- | - | - | ---------- | -
|                                                                              |  |      |  |   |            |   |   |            |  
|OPERATING EXPENSES                                                            |  |      |  |   |            |   |   |            |  
|General office expenses                                                       |  |      |  | $ | 1,208      |   | $ | 1,096      |  
|Professional
      fees                                                       |  | 7    |  |   | 53,328     |   |   | 67,361     |  
|Rent                                                                          |  |      |  |   | -          |   |   | 900        |  
|Transfer agent and filing fees                                                |  |      |  |   | 54,451     |   |   | 22,278     |  
|                                                                              |  |      |  |   |            |   |   |            |  
|Total expenses                                                                |  |      |  |   | (108,987   | ) |   | (91,635    | )
|                                                                              |  |      |  |   |            |   |   |            |  
|OTHER INCOME                                                                  |  |      |  |   |            |   |   |            |  
|Interest income                                                               |  |      |  |   | 900        |   |   | 2,202      |  
|                                                                              |  |      |  |   |            |   |   |            |  
|NET AND COMPREHENSIVE LOSS FOR THE YEAR                                       |  |      |  | $ | (108,087   | ) | $ | (89,433    | )
|                                                                              |  |      |  |   |            |   |   |            |  
|LOSS PER SHARE, Basic and Diluted                                             |  |      |  | $ | (0.01      | ) | $ | (0.01      | )
|                                                                              |  |      |  |   |            |   |   |            |  
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING,
      Basic and Diluted |  |      |  |   | 12,934,000 |   |   | 12,934,000 |  

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

2

---

|ALEXANDRA CAPITAL
      CORP.        
|-------------------------------------
|                                     
|Statements of Cash Flows             
|(Expressed in
      Canadian dollars)

|For the years ended November 30,                      |   | 2016     |   |   | 2015     |  
|----------------------------------------------------- | - | -------- | - | - | -------- | -
|Cash Provided By (Used In)
      Operating Activities |   |          |   |   |          |  
|Net and comprehensive loss for the year               | $ | (108,087 | ) | $ | (89,433  | )
|Changes in non-cash working
      capital:            |   |          |   |   |          |  
|Sales tax receivable                                  |   | (1,167   | ) |   | 9,214    |  
|Prepaid expenses                                      |   | 2,600    |   |   | 3,700    |  
|Other receivables                                     |   | -        |   |   | 250      |  
|Accounts payable and accrued liabilities              |   | (18,362  | ) |   | (46,298  | )
|Net
      cash used in operating activities           |   | (125,016 | ) |   | (122,567 | )
|Investing Activities                                  |   |          |   |   |          |  
|Deferred exploration costs                            |   | -        |   |   | (10,000  | )
|Short-term investments                                |   | 125,106  |   |   | 89,894   |  
|Net
      cash provided by investing activities       |   | 125,106  |   |   | 79,894   |  
|Increase (decrease) in cash                           |   | 90       |   |   | (42,673  | )
|Cash, beginning of the year                           |   | 10,186   |   |   | 52,859   |  
|Cash, end of the year                                 | $ | 10,276   |   | $ | 10,186   |  

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

3

---

|ALEXANDRA CAPITAL
      CORP.                            
|---------------------------------------------------------
|Statements of Changes in Equity                          
|(Expressed in Canadian dollars, except per share amounts)

|                                              |  | Share capital |  |   |         |  |   |             |  |   |          |  
|--------------------------------------------- |  | ------------- |  | - | ------- |  | - | ----------- |  | - | -------- | -
|                                              |  | Number of     |  |   |         |  |   | Contributed |  |   |          |  
|                                              |  | shares        |  |   | Amount  |  |   | Surplus     |  |   | Deficit  |  
|Balance, November 30, 2014                    |  | 12,934,000    |  | $ | 633,109 |  | $ | 117,016     |  | $ | (301,675 | )
|Net
      and comprehensive loss for the year |  | -             |  |   | -       |  |   | -           |  |   | (89,433  | )
|Balance, November 30, 2015                    |  | 12,934,000    |  |   | 633,109 |  |   | 117,016     |  |   | (391,108 | )
|Net
      and comprehensive loss for the year |  | -             |  |   | -       |  |   | -           |  |   | (108,087 | )
|Balance, November 30, 2016                    |  | 12,934,000    |  | $ | 633,109 |  | $ | 117,016     |  | $ | (499,195 | )

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

4

---

|ALEXANDRA CAPITAL CORP.              
|-------------------------------------
|NOTES TO THE FINANCIAL STATEMENTS    
|NOVEMBER 30, 2016 and 2015           
|(EXPRESSED IN
      CANADIAN DOLLARS)

|1. | NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS A
      GOING CONCERN
|-- | ---------------------------------------------------------------------

Alexandra Capital Corp. (the Company)
  was incorporated under the Business Corporations Act of British Columbia on
  October 17, 2011. The head office, principal address and registered and records
  office of the Company are located at 300  2015 Burrard Street, Vancouver, B.C.,
  V6J 3H4.

On August 11, 2014 the Company
  completed its qualifying transaction with arms length vendor (the Vendor)
  Eastland Management Limited (Eastland)and on August 13, 2014 commenced
  trading on the TSX Venture Exchange as a Tier 2 Mining Issuer.Effective
  August 11, 2014, the Companys principal business activity is the exploration of
  mineral resources on the Southern Belle or SB Property.

On March 7, 2016, the Company announced
  that it has received final approval to list its common shares on the Canadian
  Securities Exchange (the CSE) and has voluntarily delisted its common shares
  from the TSX Venture Exchange (the TSXV). The Companys common shares
  commenced trading on the CSE at market open on March 10, 2016 and were delisted
  from the TSXV effective March 9, 2016. The Companys trading symbol AXC
  remains the same.

The Company has not yet determined
  whether its properties contain ore reserves that are economically recoverable.
  The recoverability of the amounts shown for mineral properties and exploration
  costs is dependent upon the existence of economically recoverable ore reserves,
  the ability of the Company to obtain necessary financing to complete the
  exploration and development of its properties, and upon future profitable
  production or proceeds from the disposal of properties.

The Company emphasizes that attention
  should be drawn to matters and conditions that indicate the existence of a
  material uncertainty that may cast significant doubt about the Company's ability
  to continue as a going concern. These financial statements have been prepared in
  accordance with International Financial Reporting Standards applicable to a
  going concern, with the assumption that the Company will be able to realize its
  assets and discharge its liabilities in the normal course of business rather
  than through a process of forced liquidation. The recoverability of capitalized
  costs on the Southern Belle property is uncertain and dependent upon projects
  achieving commercial production or sale. The ability of the Company to carry out
  its business objectives are dependent on the Companys ability to receive
  continued financial support from related parties, to obtain public equity
  financing, or to generate profitable operations in the future.

| |                 |   | November 30, 2016 |   |   | November 30, 2015 |  
| | --------------- | - | ----------------- | - | - | ----------------- | -
| | Working capital | $ | 85,918            |   | $ | 194,005           |  
| | Deficit         | $ | (499,195          | ) | $ | (391,108          | )

|2. | SIGNIFICANT ACCOUNTING
      POLICIES
|-- | -------------------------------------

Basis of presentation

These financial statements have been
  prepared in accordance with International Financial Reporting Standards (IFRS)
  as issued by the International Accounting Standards Board (IASB) and
  interpretations of the International Financial Reporting Interpretations
  Committee (IFRIC).

These financial statements are
  authorized for issue by the Board of Directors on March 17, 2017.

5

---

|ALEXANDRA CAPITAL CORP.              
|-------------------------------------
|NOTES TO THE FINANCIAL STATEMENTS    
|NOVEMBER 30, 2016 and 2015           
|(EXPRESSED IN
      CANADIAN DOLLARS)

|2. | SIGNIFICANT ACCOUNTING POLICIES
      (continued)
|-- | -------------------------------------------------

Basis of presentation (continued)

These financial statements have been
  prepared on the historical cost basis except for certain financial instruments
  classified as fair value through profit or loss (FVTPL) and available-for-sale
  which are stated at their fair value. In addition, these financial statements
  have been prepared using the accrual basis of accounting, except cash flow
  information. These financial statements are presented in Canadian dollars, which
  is the Companys functional currency.

Significant accounting judgments,
  estimates and assumptions

The preparation of these financial
  statements in conformity of IFRS requires management to make judgments and
  estimates and form assumptions that affect the reported amounts of assets and
  liabilities at the date of the financial statements and reported amounts of
  expenses during the period. Actual results could differ from these
  estimates.

Significant estimates and used in
  preparing the financial statements include, but are not limited to:

(i) Impairment of long lived assets

Determining the amount of impairment of
  long lived assets requires an estimation of the recoverable amount, which is
  defined as the higher of fair value less the cost of disposal or value in use.
  Many of factors used in assessing recoverable amounts are outside of the control
  of management and it is reasonably likely that assumptions and estimates will
  change from period to period. These changes may result in future impairments in
  the Company long term assets such as property, plant and equipment and
  exploration and evaluation assets.

(ii) Current and deferred taxes

Accounting for income taxes is a
  complex process requiring management to interpret frequently changing laws and
  regulations and make judgments relating to the application of tax law, the
  estimated timing of temporary difference reversals, and the estimated
  realization of tax assets. All tax filings are subject to subsequent government
  audits and potential reassessment. These interpretations, judgments and changes
  related to them impact current and deferred tax provisions, deferred income tax
  assets and liabilities and results of operations.

(iii) Share-based payments

The fair value of stock options issued
  are subject to the limitations of the Black-Scholes option pricing model that
  incorporates market data and involves uncertainty in estimates used by
  management in the assumptions. Because the Black-Scholes option pricing model
  requires the input of highly subjective assumptions, including the volatility of
  share prices, changes in subjective input assumptions can materially affect the
  fair value estimate.

Significant judgments used in the
  preparation of these financial statements include, but are not limited to:

(i) Going concern

Management has applied judgements in
  the assessment of the Company's ability to continue as a going concern when
  preparing its financial statements for the year ended November 30, 2016.
  Management prepares the financial statements on a going concern basis unless
  management either intends to liquidate the entity or to cease trading, or has no realistic alternative
  but to do so. In assessing whether the going concern assumption is appropriate,
  management takes into account all available information about the future, which
  is

6

---

|ALEXANDRA CAPITAL CORP.              
|-------------------------------------
|NOTES TO THE FINANCIAL STATEMENTS    
|NOVEMBER 30, 2016 and 2015           
|(EXPRESSED IN
      CANADIAN DOLLARS)

|2. | SIGNIFICANT ACCOUNTING POLICIES
      (continued)
|-- | -------------------------------------------------

Significant accounting judgments,
  estimates and assumptions (continued)

at least, but is not limited to, twelve
  months from the end of the reporting period.

(ii) Exploration and evaluation
  expenditures

The application of the Companys
  accounting policy for exploration and evaluation expenditures capitalized
  requires judgment in determining which expenditures are recognized as
  exploration and evaluation assets and applying the policy consistently. In
  making this determination, the Company considers the degree to which the
  expenditure can be associated with finding specific mineral resources.

(iii) Decommissioning obligations

The provision for decommissioning
  obligations is based on numerous assumptions and judgements including the
  ultimate settlement amounts, inflation factors, risk free discount rates, timing
  of settlement and changes in the applicable legal and regulatory environments.
  To the extent future revisions to these assumptions impact the measurement of
  the existing decommissioning obligation, a corresponding adjustment is made to
  the property, plant and equipment balance.

Cash

Cash consists of amounts held in banks
  and cashable highly liquid investments with limited interest and credit
  risk.

Short-term investments

Short-term investments are investments
  which are transitional or current in nature with an original maturity greater
  than three months and less than twelve months. As at November 30, 2016,
  short-term investments consist of $90,000 in Guaranteed Investment Certificates
  (GICs) with an annual interest rates of prime less 2.10% .

Share-based payment

The Company recognizes share-based
  payment expense for the estimated fair value of equity-based instruments granted
  to both employees and non-employees. Compensation expense is recognized when the
  options are granted with the same amount being recorded as contributed surplus.
  The expense is determined using an option pricing model that takes into account
  the exercise price, the term of the option, the current share price, the
  expected volatility of the underlying shares, the expected dividend yield, and
  the risk free interest rate for the term of the option. If the options are
  exercised, contributed surplus will be reduced by the applicable amount.
  Share-based payment calculations have no effect in the Companys cash
  position.

Exploration and evaluation
  expenditures

The Company is in the exploration stage
  with respect to its investment in mineral interests. Once the legal right to
  explore a property has been acquired, costs directly related to exploration and
  evaluation expenditures (E&E) are recognized and capitalized, in
  addition to the acquisition costs. These direct expenditures include such costs
  as materials used, surveying costs, drilling costs, payments made to contractors
  and depreciation on plant and equipment during the exploration phase. Costs not
  directly attributable to exploration and

7

---

|ALEXANDRA CAPITAL CORP.              
|-------------------------------------
|NOTES TO THE FINANCIAL STATEMENTS    
|NOVEMBER 30, 2016 and 2015           
|(EXPRESSED IN
      CANADIAN DOLLARS)

|2. | SIGNIFICANT ACCOUNTING POLICIES
      (continued)
|-- | -------------------------------------------------

Exploration and evaluation
  expenditures (continued)

evaluation activities, including
  general administrative overhead costs, are expensed in the period in which they
  occur. At such time as commercial production commences, these costs will be
  charged to operations on a unit-of-production method based on proven and
  probable resources. The aggregate costs related to abandoned exploration and
  evaluation assets are charged to operations at the time of any abandonment or
  when it has been determined that there is evidence of a permanent
  impairment.

The recoverability of amounts shown for
  exploration and evaluation assets is dependent upon the discovery of
  economically recoverable resources, the ability of the Company to obtain
  financing to complete development of the properties, and on future production or
  proceeds of disposition. The Company recognizes as income, any costs recovered
  on exploration and evaluation assets when amounts received or receivable are in
  excess of the carrying amount.

Decommissioning, restoration and
  similar liabilities (Asset retirement obligation)

The Company recognizes liabilities for
  statutory, contractual or legal obligations associated with the reclamation of
  exploration and evaluation assets, when those obligations result from the
  acquisition, construction, development or normal operation of the assets. The
  Company records the present value of the estimated costs of legal and
  constructive obligations required to restore the exploration sites in the period
  in which the obligation is incurred. Upon initial recognition of the liability,
  the corresponding asset retirement cost is added to the carrying amount of the
  related asset and the cost is amortized as an expense over the economic life of
  the asset using either the unit-of-production method or the straight-line
  method, as appropriate. Following the initial recognition of the asset
  retirement obligation, the carrying amount of the liability is increased for the
  passage of time and adjusted for changes to the amount or timing of the
  underlying cash flows needed to settle the obligation.

As at November 30, 2016, the Company
  has no asset retirement obligations and accordingly, has not recorded an asset
  retirement obligation in the financial statements.

Flow-through shares

Flow-through shares entitle a company
  that incurs certain resource expenditures in Canada to renounce them for tax
  purposes allowing the expenditures to be deducted for tax purposes by the
  investors who purchased the shares. While IFRS contains no specific guidance on
  accounting for flow-through shares, the Company has chosen to adopt the
  following accounting policy.

At the time of closing a financing
  involving flow-through shares, the Company allocates the gross proceeds received
  (i.e. the flow-through commitment) as follows:

| |  | Share capital  the fair market price at the
      date of the issue;                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Flow-through share premium  recorded as a liability and
      equal to the estimated premium, if any, investors pay for the flow-through
      feature, i.e. the portion in excess of the market value of the shares
      without the flow-through features at the time of issue; and
| |  | Fair value of warrants  if warrants are being issued,
      based on the valuation derived using the residual method.                                                                                                                                                                 

8

---

|ALEXANDRA CAPITAL CORP.              
|-------------------------------------
|NOTES TO THE FINANCIAL STATEMENTS    
|NOVEMBER 30, 2016 and 2015           
|(EXPRESSED IN
      CANADIAN DOLLARS)

|2. | SIGNIFICANT ACCOUNTING POLICIES
      (continued)
|-- | -------------------------------------------------

Flow-through shares (continued)

In the case that the Company doesnt
  issue non flow-through units together with the flow-through units, the
  flow-through share premium is determined by using the residual method, whereby
  the fair value of warrants will be valued based on the Black-Scholes
  option-pricing model, and the flow-through share premium equal to any residual
  balance after the fair market price of the common shares and fair value of
  warrants.

Thereafter, as qualifying resource
  expenditures are incurred, these costs are capitalized to exploration and
  evaluation assets.

At the end of each reporting period,
  the Company reviews its tax position and records an adjustment to its deferred
  tax expense/liability accounts for taxable temporary differences, including
  those arising from the transfer of tax benefits to investors through
  flow-through shares. For this adjustment, The Company considers the tax benefits
  (of qualifying resource expenditures already incurred) to have been effectively
  transferred, if it has formally renounced those expenditures at any time (before
  or after the end of the reporting period). Additionally, the Company reverses
  the liability for the flow-through share premium to income, on a proportionate
  basis, as an offset to deferred tax expense.

Deferred financing costs

Costs directly identifiable with the
  raising of capital will be charged against the related capital stock. Costs
  related to shares not yet issued are recorded as deferred financing costs. These
  costs will be deferred until the issuance of the shares to which the costs
  relate, at which time the costs will be charged against the related capital
  stock or charged to operations if the shares are not issued.

Share purchase warrants

The Company bifurcates units consisting
  of common shares and share purchase warrants using the residual value approach
  whereby it first measures the common share component of the unit at fair value
  using market prices as input values and then allocates any residual amount to
  the warrant component of the unit. The residual value of the warrant component
  is credited to reserves. When warrants are exercised, the corresponding residual
  value is transferred from reserves to share capital.

Earnings / loss per share

Basic earnings (loss) per share are
  calculated using the weighted average number of common shares outstanding during
  the period. Diluted earnings (loss) per share are calculated using the treasury
  stock method. This method assumes that common shares are issued for the exercise
  of options, warrants and convertible securities and that the assumed proceeds
  from the exercise of options, warrants and convertible securities are used to
  purchase common shares at the average market price during the period. The
  difference between the number of shares assumed issued and the number of shares
  assumed purchased is then added to the basic weighted average number of shares
  outstanding to determine the fully diluted number of common shares outstanding. No exercise or conversion
  is assumed during the periods in which a net loss is incurred as the effect is
  anti-dilutive.

Financial instruments

Financial assets and liabilities are
  recognized when the Company becomes a party to the contractual provisions of the
  financial instrument. Financial assets are derecognized when the contractual
  rights to the

9

---

|ALEXANDRA CAPITAL CORP.              
|-------------------------------------
|NOTES TO THE FINANCIAL STATEMENTS    
|NOVEMBER 30, 2016 and 2015           
|(EXPRESSED IN
      CANADIAN DOLLARS)

|2. | SIGNIFICANT ACCOUNTING POLICIES
      (continued)
|-- | -------------------------------------------------

Financial instruments
  (continued)

cash flows from the financial assets
  expire, or when the financial assets and their related risks and rewards are
  transferred. Financial liabilities are derecognized when they expire, are
  discharged or cancelled. Financial instruments are classified into five
  categories:

| | - | Loans and receivables                                                 
| | - | ----------------------------------------------------------------------
| | - | Held-to-maturity investments                                          
| | - | Available-for-sale                                                    
| | - | Financial assets at fair value through profit and loss
      (FVTPL)
| | - | Financial liabilities at amortized cost                               

All financial instruments except the FVTPL and derivatives are
  measured initially at fair value plus transaction costs. Financial assets at
  FVTPL and derivatives are recognized initially at fair value while the
  transaction costs are expensed in the statement of income. The classification
  determines how the asset is subsequently measured and whether the resulting
  gains or losses are recognized in profit or loss or in other comprehensive
  income.

After initial recognition, loans and receivables and
  held-to-maturity investments are measured at amortized cost using the effective
  interest method. Any changes to the carrying amounts of the held-to-maturity
  investments including impairment charges are recognized in profit and loss.
  Available-for-sale financial assets are measured at fair value with gains and
  losses recognized in other comprehensive income. Financial assets at FVTPL
  include financial assets that are classified either as held-for-trading or those
  are designated at FVTPL upon initial recognition. Gains or losses in these
  financial assets are recorded in profit and loss.

The Company classified its cash and short-term investment as
  FVTPL which is measured at fair value. Other receivables are classified as loans
  and receivables and measured at amortized cost. Accounts payable and accrued
  liabilities are classified as other financial liabilities which are measured at
  amortized cost.

Financial liabilities are measured subsequently at amortized
  cost except for those held-for-trading which are carried subsequently at fair
  value with gains or losses recorded in profit and loss.

Income taxes

Income tax is recognized in profit or loss except to the extent
  that it relates to items recognized directly in equity, in which case it is
  recognized in equity. Current tax expense is the expected tax payable on the
  taxable income for the year, using tax rates enacted or substantively enacted at
  period end, adjusted for amendments to tax payable with regards to previous
  years.

Deferred tax is recorded using the statement of financial
  position liability method, providing for temporary differences, between the
  carrying amounts of assets and liabilities for financial reporting purposes and
  the amounts used for taxation purposes. The following temporary
  differences do not result in deferred tax assets or liabilities: goodwill not
  deductible for tax purposes; the initial recognition of assets or liabilities
  that affect both accounting or taxable loss; and differences relating to
  investments in subsidiaries to the extent that they will probably not reverse in
  the foreseeable future. The amount of deferred tax provided is based on the
  expected manner of realization or settlement of the carrying amount of assets
  and liabilities, using tax rates enacted or substantively enacted at the balance
  sheet date.

10

---

|ALEXANDRA CAPITAL CORP.              
|-------------------------------------
|NOTES TO THE FINANCIAL STATEMENTS    
|NOVEMBER 30, 2016 and 2015           
|(EXPRESSED IN
      CANADIAN DOLLARS)

|2. | SIGNIFICANT ACCOUNTING POLICIES
      (continued)
|-- | -------------------------------------------------

Income taxes (continued)

A deferred tax asset is recognized only
  to the extent that it is probable that future taxable profits will be available
  against which the asset can be utilized. Deferred tax assets and liabilities are
  offset when there is a legally enforceable right to set off current tax assets
  against current tax liabilities and when they relate to income taxes levied by
  the same taxation authority and the Company intends to settle its current tax
  assets and liabilities on a net basis.

Related party transactions

Parties are considered to be related if
  one party has the ability, directly or indirectly, to control the other party or
  exercise significant influence over the other party in making financial and
  operating decisions.

Parties are also considered to be
  related if they are subject to common control and related parties may be
  individuals or corporate entities. A transaction is considered to be a related
  party transaction when there is a transfer of resources or obligations between
  related parties.

Adoption of new accounting standards
  and amendments

The standards that were adopted for the
  period beginning on December 1, 2014 or earlier had no effect on the Companys
  financial statements for the periods presented, as a result, none of the
  standards are disclosed.

New and Revised IFRS Issued but Not
  Effective

Certain new standards, interpretations
  and amendments to existing standards have been issued by the IASB or IFRIC that
  are mandatory for accounting periods noted below. Some updates that are not
  applicable or are not consequential to the Company may have been excluded from
  the list below.

New accounting standards
  effective December 1, 2016

IAS 1  Presentation of Financial
  Statements

In December 2014, the IASB issued an
  amendment to address perceived impediments to preparers exercising their
  judgment in presenting their financial reports. The changes clarify that
  materiality considerations apply to all parts of the financial statements and
  the aggregation and disaggregation of line items within the financial
  statements. The Company does not anticipate this amendment to have a significant
  impact on its financial statements.

Standard effective for annual
  periods beginning on or after December 1, 2018

IFRS 9, Financial Instruments, was
  issued in November 2009 and addresses classification and measurement of
  financial assets. It replaces the multiple category and measurement models in
  IAS 39, Financial Instruments  Recognition and Measurement, for debt
  instruments with a new mixed measurement model having only two categories:
  amortized cost and fair value through profit or loss. IFRS 9 also replaces the
  models for measuring equity instruments. Such instruments are either recognized
  at fair value through profit or loss or at fair value through other
  comprehensive income. The effective date of this new standard has recently been
  deferred by the IASB. The Company has not yet assessed the impact of this
  standard or determined whether it will adopt earlier.

11

---

|ALEXANDRA CAPITAL CORP.              
|-------------------------------------
|NOTES TO THE FINANCIAL STATEMENTS    
|NOVEMBER 30, 2016 and 2015           
|(EXPRESSED IN
      CANADIAN DOLLARS)

|3. | EXPLORATION AND EVALUATION
      ASSETS
|-- | ---------------------------------------

Southern Belle (SB) Property,
  British Columbia

On February 17, 2014, the Company
  entered into an Option Agreement with Qualitas Holdings Corp. whereby the
  Corporation acquired an option to earn an undivided 100% interest in and to the
  eight (8) mineral claims comprising the Southern Bell ("SB) Property, located
  approximately 25 kilometers west of Merritt, British Columbia totaling 3,517
  hectares. The Option Agreement was amended on May 2, 2014 to substitute Eastland
  Management Ltd. for Qualitas Holdings Corp. as optionor of the claims.

On August 26, 2015, the Company and
  Eastland Management amended the Option Agreement so that on the first
  anniversary of TSXV approval (August 11, 2015) the Company must arrange for
  payment of $10,000 to Eastland Management in lieu of the original obligation to
  issue 200,000 common shares. All other aspects of the Option Agreement remain
  unchanged.

In order to maintain the Option in good
  standing and earn a 100% interest in the SB Property, the Company is required to
  incur exploration expenditures totaling $100,000 on or before August 11, 2015
  (completed) and make the following payments and share issuances:

| |                                                                   |   | Cash   |  |   | Shares  | 
| | ----------------------------------------------------------------- | - | ------ |  | - | ------- | 
| | Upon receipt of Technical
      Report from Eastland (paid)       | $ | 10,000 |  |   | -       | 
| | Upon exchange acceptance of the Agreement
      (paid and issued) |   | 15,000 |  |   | 200,000 | 
| | On or before August 11, 2015
      (paid)                         |   | 10,000 |  |   | -       | 
| | On
      or before August 11, 2016**                              |   | -      |  |   | 300,000 | 
| |                                                                   | $ | 35,000 |  | $ | 500,000 | 

**300,000 shares have been issued and
  allotted subsequent to November 30, 2016.

Expenditures

Expenditures for the years ended
  November 30, 2016 and 2015 are as follows:

12

---

|ALEXANDRA CAPITAL CORP.              
|-------------------------------------
|NOTES TO THE FINANCIAL STATEMENTS    
|NOVEMBER 30, 2016 and 2015           
|(EXPRESSED IN
      CANADIAN DOLLARS)

| | Southern Belle Property British Columbia |   | November 30, 2016 |  |   | November 30, 2015 | 
| | ----------------------------------------- | - | ----------------- |  | - | ----------------- | 
| |                                           |   |                   |  |   |                   | 
| | Acquisition costs:                        |   |                   |  |   |                   | 
| | Balance, beginning                        | $ | 45,000            |  | $ | 35,000            | 
| | Additions                                 |   | -                 |  |   | 10,000            | 
| | Balance, Ending                           |   | 45,000            |  |   | 45,000            | 
| |                                           |   |                   |  |   |                   | 
| | Explorations costs:                       |   |                   |  |   |                   | 
| | Balance, Beginning and Ending             |   | 120,012           |  |   | 120,012           | 
| |                                           |   |                   |  |   |                   | 
| | Total                                     | $ | 165,012           |  | $ | 165,012           | 
| |                                           |   |                   |  |   |                   | 

|4. | SHARE CAPITAL
|-- | -------------

| | (a) | Authorized: Unlimited number of common shares without par
      value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | The authorized capital of the Company consists of an
      unlimited number of common shares without par value. As at November 30,
      2016, there were 12,934,000 common shares issued and outstanding (November
      30, 2015  12,934,000).                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | Escrowed Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | In accordance with the TSX Venture Exchange CPC policy
      guidelines, all seed shares issued at a price lower than the price of the
      Initial Public Offering (IPO) shares, all securities acquired by non-arms
      length parties to the Company, and all securities acquired by a Control
      Person are held in escrow and will be released over a period of three
      years from the acceptance of the Companys qualifying
      transaction.                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | As at November 30, 2016, the Company has 2,400,000
      (November 30, 2015: 4,800,000) common shares held in escrow. These common
      shares held in escrow are released as follows: 10% (800,000 common shares)
      released on the date of the acceptance of the Companys qualifying
      transaction and 15% (1,200,000 common shares) released every six months
      thereafter.                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | On November 12, 2014 the Company adopted an incentive
      stock option plan (the Option Plan) which provides that the Board of
      Directors of the Company may from time to time, in its discretion, and in
      accordance with the Exchange requirements, grant to directors, officers,
      employees, and consultants to the Company, non-transferable options to
      purchase common shares, provided that the number of common shares reserved
      for issuance will not exceed 10% of the issued and outstanding common
      shares in the capital of the Company at the time of granting of
      options.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | Stock option transactions and the number of stock options
      outstanding as at November 30, 2016 and 2015 are summarized as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

13

---

|4. | SHARE CAPITAL (continued)
|-- | -------------------------

| |                                           |  | Number of |   |   | Weighted       | 
| | ----------------------------------------- |  | --------- | - | - | -------------- | 
| |                                           |  | Options   |   |   | Exercise Price | 
| | Balance, November 30, 2015
      and 2014 |  | 1,250,000 |   | $ | 0.15           | 
| | Cancelled and forfeited                   |  | (375,000  | ) |   |               | 
| | Balance, November 30, 2016                |  | 875,000   |   | $ | 0.16           | 

| |                   |  |          |  |  | Options         |  |  | Weighted average            | 
| | ----------------- |  | -------- |  |  | --------------- |  |  | --------------------------- | 
| |                   |  | Exercise |  |  | outstanding and |  |  | remaining
      contractual | 
| | Expiry Date       |  | Price    |  |  | exercisable     |  |  | life(year)                  | 
| |                   |  | $        |  |  |                 |  |  |                             | 
| | November 11, 2019 |  | 0.30     |  |  | 250,000         |  |  | 2.95                        | 
| | May 1, 2022       |  | 0.10     |  |  | 500,000         |  |  | 5.42                        | 
| | July 30, 2023     |  | 0.15     |  |  | 125,000         |  |  | 6.67                        | 
| |                   |  |          |  |  | 875,000         |  |  | 4.89                        | 

Option-pricing models require the use
  of highly subjective estimates and assumptions including the expected stock
  price volatility. Changes in the underlying assumptions can materially affect
  the fair value estimates and therefore, in managements opinion, existing models
  do not necessarily provide reliable measure of the fair value of the Companys
  stock options.

(d) Share purchase warrants

Share purchase warrant transactions and
  the number of share purchase warrants outstanding as at November 30, 2016 and
  2015 are summarized as follows:

| |                                           |  | Number of |  |   | Weighted Average |  |  |                 | 
| | ----------------------------------------- |  | --------- |  | - | ---------------- |  |  | --------------- | 
| |                                           |  | Warrants  |  |   | Exercise Price   |  |  | Expiry Date     | 
| |                                           |  |           |  |   |                  |  |  |                 | 
| | Balance, November 30, 2016, 2015 and 2014 |  | 2,640,000 |  | $ | 0.10             |  |  | August 11, 2019 | 

As at November 30, 2016, the above
  noted share purchase warrants have a weighted average remaining contractual life
  of 2.70 years.

|5. | FINANCIAL RISK MANAGEMENT
|-- | -------------------------

The Companys financial assets consist
  of cash and short-term investments. The estimated fair values of cash and
  short-term investments approximate their respective carrying values due to the
  short period to maturity.

Financial instruments measured at fair
  value are classified into one of three levels in the fair value hierarchy
  according to the relative reliability of the inputs used to estimate the fair
  values. The three levels of the fair value hierarchy are:

14

---

|ALEXANDRA CAPITAL CORP.              
|-------------------------------------
|NOTES TO THE FINANCIAL STATEMENTS    
|NOVEMBER 30, 2016 and 2015           
|(EXPRESSED IN
      CANADIAN DOLLARS)

|5. | FINANCIAL RISK MANAGEMENT
      (continued)
|-- | -------------------------------------------

| | a. | Level 1  unadjusted quoted prices in active markets for
      identical assets or liabilities;                                        
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                        
| | b. | Level 2  inputs other than quoted prices that are
      observable for the asset or liability either directly or indirectly;
      and
| |    |                                                                                                                                        
| | c. | Level 3  inputs that are not based on observable market
      data.                                                                   

For the years ended November 30, 2016
  and 2015, the Companys cash and short term investments are classified as Level
  1.

The Company is exposed to a variety of
  financial instrument related risks. The Board approves and monitors the risk
  management processes, inclusive of counterparty limits, controlling and
  reporting structures. The type of risk exposure and the way in which such
  exposure is managed is provided as follows:

Liquidity Risk

Liquidity risk is the risk that the
  Company will not be able to meet its financial obligations when they become due.
  The Company ensures, as far as reasonably possible, it will have sufficient
  capital in order to meet short-term business requirements, after taking into
  account cash flows from operations and the Companys holdings of cash. The
  Company believes that these sources will be sufficient to cover the likely
  short-term cash requirements.

Liquidity Risk (continued)

The Companys cash is currently
  invested in business accounts which is available on demand by the Company for
  its operations.

Interest Rate Risk

Interest rate risk is the risk that
  future cash flows will fluctuate as a result of changes in market interest
  rates. The Company is exposed to risks associated with the effects of
  fluctuations in the prevailing levels of market interest rates. The Company has
  no significant interest rate risk. As of November 30, 2016, the Company had cash
  balance of $10,276 and $90,000 in GICs (November 30, 2015: $10,186 and $215,106,
  respectively). The Company had no interest-bearing debt.

Credit Risk

Credit risk is the risk of a loss in a
  counterparty to a financial instrument when it fails to meet its contractual
  obligations. The Companys exposure to credit risk is limited to its cash and
  short-term investments. The Company limits its exposure to credit risk by
  holding its cash and short-term investments in deposits with high credit quality
  Canadian financial institutions.

|6. | CAPITAL MANAGEMENT
|-- | ------------------

The Company manages its capital
  structure and makes adjustments to it, based on the funds available to the
  Company, in order to support the acquisition and exploration of mineral
  properties. 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
  defines capital that it manages as share capital and cash equivalents.

The property in which the Company
  currently has an interest is in the exploration stage; as such the Company has
  historically relied on equity financing to fund its activities. 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 years ended
  November 30, 2016 and 2015.

15

---

|ALEXANDRA CAPITAL CORP.              
|-------------------------------------
|NOTES TO THE FINANCIAL STATEMENTS    
|NOVEMBER 30, 2016 and 2015           
|(EXPRESSED IN
      CANADIAN DOLLARS)

|7. | RELATED PARTY TRANSACTIONS
|-- | --------------------------

The amounts due to related parties are
  due to the directors and officers of the Company. The balances are unsecured,
  non-interest bearing and have no specific terms for repayment. Accordingly, the
  fair value cannot readily be determined. These transactions are in the normal
  course of operations and have been valued in these financial statements at the
  exchange amount, which is the amount of consideration established and agreed to
  by the related parties.

As at November 30, 2016 and 2015, there
  was no related party balance with the directors and officers of the Company.

During the years ended November 30,
  2016 and 2015, the Company incurred the following amounts through transactions
  with the CFO of the Company:

| |                 |   | November 30, 2016 |  |   | November 30, 2015 | 
| | --------------- | - | ----------------- |  | - | ----------------- | 
| | Consulting fees | $ | 10,500            |  | $ | 6,000             | 

|8. | INCOME TAXES
|-- | ------------

The following table reconciles the
  expected income taxes expense (recovery) at the Canadian statutory income tax
  rates to the amounts recognized in the statements of operations and
  comprehensive loss for the years ended November 30, 2016 and 2015:

| |                                                  |  | 2016     |   |  | 2015    |  
| | ------------------------------------------------ |  | -------- | - |  | ------- | -
| |                                                  |  |          |   |  |         |  
| |                                                  |  | **$**    |   |  | **$**   |  
| | Net loss before tax and
      comprehensive loss |  | (108,087 | ) |  | (89,433 | )
| | Statutory tax rate                               |  | 26.00%   |   |  | 26.00%  |  
| | Expected income tax
      (recovery)             |  | (28,103  | ) |  | (23,253 | )
| | Non-deductible items                             |  | 21       |   |  | -       |  
| | Change in estimates                              |  | 5,087    |   |  | 12,109  |  
| | Change in deferred tax asset not recognized      |  | 22,995   |   |  | 11,144  |  
| | Total tax expense (recovery)                     |  | -        |   |  | -       |  

Deferred taxes reflect the tax effects
  of temporary differences between the carrying amounts of assets and liabilities
  for financial reporting purposes and their corresponding values for tax
  purposes. Deferred tax assets (liabilities) at November 30, 2016 and 2015 are
  comprised of the following:

| |                                    |  | 2016    |   |  | 2015    |  
| | ---------------------------------- |  | ------- | - |  | ------- | -
| |                                    |  |         |   |  |         |  
| |                                    |  | **$**   |   |  | **$**   |  
| | Tax losses carryforward            |  | 24,703  |   |  | 31,200  |  
| | Exploration and evaluation assets  |  | (24,703 | ) |  | (31,200 | )
| | Net deferred tax asset (liability) |  | -       |   |  | -       |  

16

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|ALEXANDRA CAPITAL CORP.              
|-------------------------------------
|NOTES TO THE FINANCIAL STATEMENTS    
|NOVEMBER 30, 2016 and 2015           
|(EXPRESSED IN
      CANADIAN DOLLARS)

|8. | INCOME TAXES (continued)
|-- | ------------------------

The unrecognized deductible temporary
  differences are as follows:

| |                                               |  | 2016    |  |  | 2015    | 
| | --------------------------------------------- |  | ------- |  |  | ------- | 
| |                                               |  |         |  |  |         | 
| |                                               |  | **$**   |  |  | **$**   | 
| | Tax losses carryforward                       |  | 414,539 |  |  | 297,682 | 
| | Cumulative eligible capital                   |  | 270     |  |  | 270     | 
| | Financing costs                               |  | 18,050  |  |  | 46,466  | 
| | Unrecognized deductible temporary differences |  | 432,859 |  |  | 344,418 | 

Non-capital losses carryforward

As at November 30, 2016, the Company
  has not recognized a deferred tax asset in respect of non-capital losses
  carryforwards of approximately $414,539 (2015: $297,682) which may be carried
  forward to apply against future year income tax for Canadian income tax
  purposes, subject to the final determination by taxation authorities, expiring
  in 2033 to 2036.

Expiry
      
      $2033
      
      38,1722034
      
      117,1542035
      
      122,7902036
      
      136,423TOTAL
      
      414,539


|9. | SUBSEQUENT EVENT
|-- | ----------------

See Note 3.

17

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ITEM
19.            
EXHIBITS

Exhibit No.
    Exhibit(3)
    Articles of Incorporation and Bylaws3.1
    Certificate of Incorporation (incorporated by reference
      to the Registrants Form 20FR12G furnished to the Commission on September
    11, 2015)3.2
    Notice of Articles (incorporated by reference to the
      Registrants Form 20FR12G furnished to the Commission on September 11,
      2015)3.3
    Articles (incorporated by reference to the Registrants
      Form 20FR12G furnished to the Commission on September 11, 2015)(10)
    Material Contracts10.1
    Option Agreement dated February 17, 2014 between Eastland
      Management Ltd. and Alexandra Capital Corp. (incorporated by reference to
      the Registrants Form 20FR12G furnished to the Commission on September 11,
      2015)10.2
    Stock Option Plan (incorporated by reference to the
      Registrants Form 20FR12G furnished to the Commission on September 11,
      2015)10.3
    Amending Letter dated August 15, 2015 between Eastland
      Management Ltd. and Alexandra Capital Corp. (incorporated by reference to
      the Registrants Form 20FR12G furnished to the Commission on November 19,
      2015)12.1**
    Section 302 Certification under Sarbanes-Oxley Act of
    2002 for Blake Olafson12.2**
    Section 302 Certification under Sarbanes-Oxley Act of
      2002 for Blake Olafson13.1**
    Section 906 Certification under Sarbanes-Oxley Act of
      2002 for Vivian Katsuris13.2**
    Section 906 Certification under Sarbanes-Oxley Act of
      2002 for Vivian Katsuris


* Incorporated by reference to the Exhibits filed with our Form
20-F filed on September 16, 2003. ** Filed herewith.

49

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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.

ALEXANDRA CAPITAL CORP.(Registrant)

/s/Blake Olafson
Blake Olafson 
President and Chief Executive Officer
(Principal Executive Officer)

/s/Vivian Katsuris
Vivian Katsuris 
Secretary and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Date: October 12, 2017

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