Cordillera Minerals Group Ltd.

Disclaimer

Cordillera Minerals Group Ltd., (herein referred to as “CMG” or the “Company”) allows public access to this website as a means of information for past, current, and prospective clients of the business. CMG is not responsible for, and expressly disclaims all liability for, damages of any kind resulting from the use of and/or reference to any materials on this website. While this website is updated with some frequency, CMG cannot guarantee that all information contained on the website is accurate and/or current at any given time.

This web site may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of the Company. Neither the Company nor its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials. It should be noted that a link from the CMG website to another website, article or other document does not constitute an endorsement of any kind.

No decisions, financial or otherwise, should be made based on information from the CMG website, as reading this website is not equivalent to receiving personalized advice or services from the CMG management team or Advisory Board. The content on our web site is provided for general information purposes only. You must obtain more specific or professional advice before taking, or refraining from, any action or inaction on the basis of the content on our site. Although we make reasonable efforts to update the information on our web site, we make no representations, warranties, or guarantees, whether express or implied, that the content on our web site is accurate, complete, or up to date. Your use of the web site is at your own risk and neither the Company nor its affiliates, and their respective directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever for your use of this web site.

Please contact us for further clarification on this or any matter regarding the website and/or Cordillera Minerals Group Ltd.

No Offer to Purchase Securities

The information on this web site is intended for use only by persons resident in jurisdictions where such use is lawful. Nothing on this web site constitutes, and under no circumstances is to be construed as, an offer or solicitation to purchase securities of, or advertisement for, securities of the Company. The securities of the Company have not been registered under the United States Securities Act of 1933, as amended or any state securities laws.

Use of Information

Any information communicated to the Cordillera Minerals Group Ltd., through this web site becomes the Company’s exclusive property. The Company shall be entitled to use any such information for any purpose without restriction or compensation to any person. Such information provided by the user shall be deemed to be non-confidential.

You understand and agree that the web site and its entire contents, features, and functionality, including, but not limited to, all information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by the Company, its licensors, or other providers of such material and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights. You may only use the web site for your personal and non-commercial use. Users are not permitted to modify copies of any materials from this web site nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this site. You must not access or use for any commercial purposes any part of the web site or any services or materials available through the web site.

Geographic Restrictions

The owner of the web site is based in British Columbia in Canada. We provide this web site for use only by persons located in or resident of Canada in the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Nova Scotia, and Ontario (the “Eligible Jurisdictions”). This web site is not intended for use in any jurisdiction where its use is not permitted. If you access the web site from outside the Eligible Jurisdictions, you do so at your own risk and you are responsible for compliance with local laws of your jurisdiction.

Access Restricted to Certain Investors

By using this web site, you acknowledge and agree that you are resident of an Eligible Jurisdiction, and, are either (i) an “accredited investor” within the meaning of section 1.1 of National Instrument 45-106 – Prospectus and Registration Exemptions (“NI 45-106”) (see definition below), or (ii) in receipt of a copy of Cordillera Minerals 2023 Flow-Through Limited Partnership’s (the “Partnership”) Offering Memorandum dated April 26, 2023, as may be amended from time to time, and are purchasing securities of the Partnership pursuant to the “offering memorandum” exemption under Section 2.9 of NI 45-106, or (iii) a representative of a non-individual entity, and intend to rely on the “minimum amount investment” exemption in NI 45-106 to invest in the Partnership. If you do not meet those requirements, you will not be eligible to invest in the Partnership. If you are not certain of whether you meet those requirements, please consult with your registered investment advisor or legal counsel. Investment Advisors should consult their company’s internal policies.

“accredited investor” means:

except in Ontario, a Canadian financial institution, or a Schedule III bank;
except in Ontario, the Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);
except in Ontario, a subsidiary of any person referred to in paragraphs (a) or (b), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;
except in Ontario, a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer;
an individual registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);
1. an individual formerly registered under the securities legislation of a jurisdiction of Canada, other than an individual formerly registered solely as a representative of a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);
except in Ontario, the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada;
except in Ontario, a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l’île de Montréal or an intermunicipal management board in Québec;
except in Ontario, any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
except in Ontario, a pension fund that is regulated by the Office of the Superintendent of Financial Institutions (Canada), a pension commission or similar regulatory authority of a jurisdiction of Canada
an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets, having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000;
1. an individual who beneficially owns financial assets having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds $5 000 000.;
an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;
an individual who, either alone or with a spouse, has net assets of at least $5,000,000;
a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements;
an investment fund that distributes or has distributed its securities only to: (i) a person that is or was an accredited investor at the time of the distribution; (ii) a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum Amount Investment ] and 2.19 [ Additional Investment in investment funds] of National Instrument 45-106; or (iii) a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 [Investment fund reinvestment] of National Instrument 45-106;
an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt;
a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account, managed by the trust company or trust corporation, as the case may be;
a person acting on behalf of a fully managed account managed by that person, if that person is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and
a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility advisor, or an advisor registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;
an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;
a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;
an investment fund that is advised by a person registered as an advisor or a person that is exempt from registration as an advisor;
a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as: (i) an accredited investor; or (ii) an exempt purchaser in Alberta or British Columbia after September 14, 2005; or
a trust established by an accredited investor for the benefit of the accredited investor’s family members of which a majority of the trustees are accredited investors and all of the beneficiaries are the accredited investor’s spouse, a former spouse of the accredited investor or a parent, grandparent, brother, sister, child or grandchild of that accredited investor, of that accredited investor’s spouse or of that accredited investor’s former spouse.

Forward Looking Statements

Certain statements contained in this website are “forward looking statements”. Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected or implied by those forward-looking statements.

Given these uncertainties, readers are cautioned not to place undue reliance on our forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company, the Partnership, or to persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.