The Issuer filed an amended and restated technical report on the Marathon Palladium-Copper Project to revise certain disclosure involving Item 3- Reliance of Other Experts.

The issuer amended and refiled its interim financial statements for its interim periods ended June 30, 2024 and September 30, 2024, and related management's discussion and analysis (MD&A) for each such period, in order to correct certain disclosure relating to the issuer’s acquisition of its initial 49% interest in Giraffe Energy Investments (Pty) Ltd. The issuer also amended and refiled its annual MD&A for its financial year ended December 31, 2023 to reflect the removal of certain estimates relating to PELs 83 and 90 that did not comply with the requirements of National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities. The issuer also filed standalone executive compensation disclosure on Form 51-102F6V Statement of Executive Compensation – Venture Issuers for its financial year ended December 31, 2023, which disclosure was required to be filed at an earlier date, in accordance with section 11.6 of National Instrument 51-102 Continuous Disclosure Obligations.

1. The Issuer was required to refile their 2022 Annual Financial Statements to correctly reflect a business combination transaction to ensure compliance with applicable accounting standards.
2. The Issuer was required to refile their 2023 Annual Financial Statements in order to enhance note disclosures that were not compliant with the requirements outlined under IAS 8.

Reason(s) for refiling: The Issuer restated its consolidated statement of cash flow for the year ended December 31, 2023. The Issuer's cash flows from funding of mortgage investments and from repayment of mortgage investments, and cash flows from funding of loan investments and repayments of loan investments, which were previously classified as investing activities, have been reclassified as operating activities. Additionally, cash flows for interest and financing costs, previously classified as financing activities, have been reclassified as operating activities in the consolidated statement of cash flows.

The Issuer restated its consolidated statement of cash flow for the year ended December 31, 2023. The Issuer's cash flows from cash advances of mortgages receivable and cash repayments of mortgages receivable, which were previously classified as investing activities, have been reclassified as operating activities in the consolidated statement of cash flows. Additionally, interest and fees on convertible debentures paid and interest and other financing charges paid, which were previously classified as financing activities, have also been reclassified to operating activities on the consolidated statement of cash flows.

The Issuer restated its consolidated statement of cash flow for the year ended December 31, 2023. The Issuer's cash funding of its investment portfolio and discharging of its investment portfolio, which were previously classified as investing activities, have been reclassified as operating activities. Additionally, cash flows for interest paid, previously classified as a financing activity, has been reclassified as an operating activity in the consolidated statement of cash flows.

The Issuer’s Annual Information Form for the year ended December 31, 2023 did not include disclosure for Richard Contreras, the Issuer’s Chief Operations Officer, as an executive officer of the Issuer as required under Form 52-102F2 Annual Information Form.

The NI 43-101 Technical Report: Preliminary Economic Assessment, Reliquias Mine had disclosed a series of exploration targets with tonnages are grades which were not categorized as measured, indicated, or inferred resource or proven or probable reserves. The tonnages and grades were also not expressed as ranges, which would be acceptable under NI 43-101 Standards of Disclosure for Mineral Projects.

The Issuer re-filed the plea agreements (with appendices) related to its U.S. Bank Secrecy Act and Anti-Money Laundering compliance programs, entered into with the Department of Justice, Criminal Division, Money Laundering and Asset Recovery Section and the United States Attorney’s Office for the District of New Jersey (“DOJ”) as material contracts on SEDAR+. The plea agreements were previously filed as “other” on SEDAR+ without the appendices as required by National Instrument 51-102 Continuous Disclosure Obligations.

Reason(s) The Issuer did not previously file its credit agreement and associated amendments in respect of its senior funding facility as material contracts as required by National Instrument 51-102 Continuous Disclosure Obligations

The Issuer changed its year end from December 31st to June 30th and did not file the Statement of Executive Compensation (SOEC) for its transition year ended June 30th, 2023. The Issuer included this in their most recently filed Management Information Circular filed on October 1st, 2024. The press release also refers to including the SOEC for the year ended December 31st, 2022 in the latest MIC, but it was clarified in the press release dated October 18th, 2024 that the SOEC for the year ended December 31st, 2022 can be found in the MIC dated June 19th, 2023.

Evolve Funds Group Inc. has amended its website and social media to remedy deficiencies identified in the issuers’ sales communications, including the disclosure of performance rating or ranking of a mutual fund, annualized performance and target yield.

The Issuer amended and refiled the Butiá Technical Report and the Cerrito Technical Report to include additional disclosure regarding: (i) assumptions used to support the cut-off grade; (ii) constraining the mineral resources within a conceptual pit shell to demonstrate reasonable prospects for eventual economic extraction; (iii) rounding the mineral resource estimates to significant figures; and (iv) clarifying that the independent qualified person is responsible for all items of the Technical Reports. The Issuer also revised its website and corporate presentations regarding: (i) use of the phrase "NI 43- 101 compliant" related to estimation of mineral resources; (ii) adding inferred resources to other categories of resources prohibited by paragraph 2.2(c) of NI 43-101; and (iii) use of the term “potential world-class” related to the Issuer’s property.

The Issuer filed a clarifying press release discussing the unauthorized publication of a draft press release regarding a valuation of its IP assets on a third-party website and provided an update on a third-party valuation report.

In connection with a continuous disclosure review by Staff of the Ontario Securities Commission, the Issuer has filed: (i) Voting Agreement and Power of Attorney dated June 20, 2022 with associated undertakings to TSXV; and (ii) Amending Agreement dated January 23, 2024, related to its Option Agreement. The documents were not previously filed as required pursuant to Item 12 of National Instrument 51-102 Continuous Disclosure Obligations.

In connection with the Commission’s review of the Issuer’s continuous disclosure record, the Issuer filed (i) statement of executive compensation for the years ended August 31, 2023 and 2022, (ii) share purchase agreement and sale agreement as material contracts, and (iii) material change report and report of exempt distribution in connection with a previous private placement. In addition, the Issuer filed a news release to clarify and update prior disclosure relating to its previously announced acquisitions. 

In connection with the Commission’s review of the Issuer’s continuous disclosure record, the Issuer filed (i) a notice of change of auditor relating to the appointment of a successor auditor effective February 22, 2023, and (ii) letters from the former and successor auditors relating to the notice of change of auditor pursuant to section 4.11 of National Instrument 51-102, which were required to be filed at an earlier date.

The Issuer did not previously file a material change report and the related material contract as required by National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102).