The document discusses the Stardust Project, a polymetallic exploration project in central British Columbia. Key points include: - The project covers 96 km2 and has seen over $25 million in previous exploration work including 80,000 meters of drilling. - A resource estimate outlines indicated and inferred resources totaling over 3 million tonnes averaging 1.3% copper and 1.6 g/t gold. - Sun Metals plans to acquire 100% of the project and undertake an RTO transaction to list on the TSX Venture Exchange. Concurrent financing of $5 million is also planned. - The 2018 exploration program aims to drill 15,000 meters and complete surveys to expand known zones and test

1. February 2018
Stardust Project
A high grade polymetallic district
in central British Columbia
Part of the
group of companies

2. 2
This presentation contains “forward-looking information” within the meaning of Canadian
securities legislation and “forward-looking statements” within the meaning of the United States
Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”). All
statements, other than statements of historical fact, that address activities, events or
developments that Sun Metals Corp. (“Sun Metals”) believes, expects or anticipates will or may
occur in the future including, without limitation: statements relating to the proposed acquisition
of the Stardust Project (the “Acquisition”); funding availability; resource estimates; timing of a
public event; and future exploration and operating plans are forward-looking statements. These
forward-looking statements reflect the current expectations or beliefs of Sun Metals based on
information currently available to Sun Metals and often use words such as “expects”, “plans”,
“anticipates”, “estimates”, “intends”, “may” or variations thereof or the negative of any of these
terms. All forward-looking assumptions are made based on Sun Metals current beliefs as well as
various assumptions made by them and information currently available to them. Generally, these
assumptions include, among others: the presence of and continuity of metals at the Stardust
Project at estimated grades; the availability of personnel, machinery and equipment at estimated
prices and within estimated delivery times; currency exchange rates; metals sales prices and
exchange rates assumed; tax rates and royalty rates applicable to the proposed mining operation;
the availability of acceptable financing; anticipated mining losses and dilution and success in
realizing proposed operations.
Forward-looking statements are subject to a number of risks and uncertainties that may cause the
actual results of Sun Metals to differ materially from those discussed in the forward-looking
statements and, even if such actual results are realized or substantially realized, there can be no
assurance that they will have the expected consequences to, or effects on, Sun Metals. Factors
that could cause actual results or events to differ materially from current expectations include,
among other things: risks and uncertainties relating to the Acquisition, such as Sun Metals ability
to complete the Acquisition; risks related to regulatory approvals related to the Acquisition; risks
and uncertainties related to ability to obtain or maintain necessary licenses, permits, or surface
rights; risks associated with technical difficulties in connection with exploration activities; risks
and uncertainties related to the accuracy of mineral resource estimates and exploration results,
future cash flow, total costs of exploration; the possibility that future exploration, development or
mining results will not be consistent with Sun Metals expectations; risks relating to variations in
the mineral content within the mineral identified as mineral resources from that predicted; risks
related to completion of a public event.
Any forward-looking statement speaks only as of the date on which it was made, and except as
may be required by applicable securities laws, Sun Metals disclaims any intent or obligation to
update any forward-looking statement, whether as a result of new information, future events or
results or otherwise. Although Sun Metals believes that the assumptions inherent in the forward-
looking statements are reasonable, forward-looking statements are not guarantees of future
performance and accordingly undue reliance should not be put on such statements due to their
inherent uncertainty.
All mineral resource information has been estimated and disclosed in accordance with the
definition standards on mineral resources and mineral reserves of the Canadian Institute of Mining,
Metallurgy and Petroleum referred to in Canadian Securities Administrators National Instrument
43-101 (“NI 43-101”), which requires disclosure of mineral resource information. U.S. reporting
requirements for disclosure of mineral properties are governed by the United States Securities and
Exchange Commission Industry Guide 7, which sets forth substantially different guidelines than NI
43-101.
This presentation does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities have not been and will not be registered under the
United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities
laws and may not be offered or sold within the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws or an exemption from such
registration is available.
Compliance with NI 43-101
[Certain information in this presentation is derived from the results of a mineral resource estimate
of the Stardust Project prepared by GeoSim Services Inc in accordance with NI 43-101. A copy of
the technical report will be available on the Sun Metals website at http://www.sunmetals.ca
within 45 days of January 8, 2018.
The scientific and technical information in this presentation has been reviewed and approved by
Glen Garratt, P.Geo., a qualified person as defined in NI 43-101.
Sun Metals has not independently verified any of the data from third party sources referred to in
this presentation or ascertained the underlying assumptions relied upon by such sources. Sun
Metals does not assume any responsibility for the accuracy or completeness of this information or
for any failure by any such other persons to disclose events which may have occurred or may
affect the significance or accuracy of any such information but which are unknown to Sun Metals.
The information contained in this presentation does not purport to be all-inclusive or to contain all
information that prospective investors may require. Prospective investors are encouraged to
conduct their own analysis and review of Sun Metals and of the information contained in this
presentation. Sun Metals has not authorized anyone to provide investors with additional or
different information, and any such information should not be relied upon.
Forward Looking Statements

3. Oxygen Group
3

4. The Oxygen Advantage
4
Oxygen has a strategically assembled group of proven technical and
management professionals with a track record of success in
discovery and development, mine operations, capital markets, and
business development – the full life cycle.
• Projects discovered/re-discovered : 14 advanced and/or developed
• Capital raised : $720 million
• Value realized in sales : $2.9 billion
• Nearly 500,000 metres of drilling
• Responsible for 2 of 7 heap leach mines brought to production
since 2013
• Oxygen team members contributed to 6 gold mines active in the
world today

5. 1 Estimated and approximate value in 2018 dollars: ((80,000 m X $250 per m) + $5,000,000 in other surveys and work)
2 43-101 compliant resource estimate, completed by Qualified Person Ron Simpson, P.Geo. of GeoSim Services Inc., January 2018. For
further detail see press release dated January 8, 2018 available at www.sunmetals.ca.
Opportunity
Stardust Property – A significant polymetallic district covering
96 km2 in central BC
• Option to acquire 100% of the project from Lorraine Copper - signed August 2017
• Rich exploration history dating back to 1944
• Activity to date: ~$25 million invested 1;
• 390 holes drilled (80,000 m)
• 5800 soil samples
• 425 line kilometers of mag and 390 line kilometers of VLF
• 2,200 metre corridor of mineralization including four mineralization styles.
• Canyon Creek Cu-Au skarn zone is open for expansion and contains a resource: 2
5
Category Tonnes Copper (%) Gold (g/t) Silver (g/t) Cu (Eq.) (%)
Indicated 985,000 1.34 1.59 36.8 2.92
Inferred 1,985,000 1.24 1.72 30.5 2.65

6. RTO with North Bluff Capital
• On January 24, 2018 North Bluff Capital Corp. announced a
Letter of Intent to acquire all outstanding shares of Sun
Metals.
• The transaction to be an RTO with Sun Metals designated
management and board controlling the public company
with a TSXV listing.
• Stardust Project will be the sole asset in the company .
• North Bluff will complete a concurrent non-brokered private
placement:
• Target - $5 million.
• 20,000,000 subscription receipts @ $0.25.
• Each Subscription Receipt will convert into one common
share and 1/2 share purchase warrant.
• Each full warrant exercisable into a common share of
North Bluff at a price of $0.35 for a period of 2 years.
• Completion target April 2018.

7. Capital Structure – Pre RTO
Sun Metals Shares Outstanding1 34 M
North Bluff Shares Outstanding1 17 M
1) Rounded to nearest million shares
Use of Proceeds
• Stardust Exploration: 15,000 m drilling and supporting surveys plus G&A
Valuation & Capital Structure
7
Financing
Initial Financing Target $5 M @ $0.25
Common Shares 20 M
Capital Structure – Post RTO and Financing
NewCo Common Shares1 71 M
NewCo Warrants @ $0.35 10 M

8. OVERVIEW
Proven team with significant base metal exploration +
mining and capital markets experience including:
• Vast direct experience in British Columbian natural resources
development
• Oxygen team discovered, advanced and or built two of the last seven
heap leach gold mines put into production globally
• Oxygen team delineated 13 M oz’s gold, 134 M lb’s uranium,
2.1b lb’s copper and 33 M oz’s silver in the past 10 years
• Oxygen Capital sponsored five companies since 2012, successful exit
on two for gross peak value of >$500 million
BOARD OF DIRECTORS,
EXECUTIVE & FOUNDERS
Mark O’Dea,Ph.D., P.Geo. – Board*
Donald McInnes – Board†
Sean Tetzlaff, CPA, CA – Board*
Glen Garratt, P.Geo. – Board*
Steve Robertson, P.Geo. - President & CEO
Ian Neill, P.Geo. - VP Exploration
SPECIAL ADVISOR
Rick Bailes, M.Sc., P.Geo.
TECHNICAL ADVISORS
Peter Megaw, Ph.D., P.Geo.
Jim Oliver, Ph.D., P.Geo.
Gerry Ray, Ph.D., P.Eng., P.Geo.
Bill Morton, M.Sc., P.Geo.
Multi-disciplinary team of professionals with technical and management
expertise from early exploration to mine operations
The Team
8
† Current and Sole Sun Metals Corp. Director
* Proposed for NewCo Board

9. Stardust Property
Located adjacent to the Kwanika Creek
deposit on the Pinchi Fault, approximately
250 km northwest of Prince George, BC
9

10. Conceptual Exploration Model
10
after Peter Megaw

11. Exploration Zones
• Large, coherent,
integrated porphyry –
skarn – manto -
epithermal system.
• Mineralization trends
northwest continuously
for 2,200 meters.
• All zones open for
expansion.
• Regional geophysical and
geochemical data indicate
system extends well
beyond the identified
mineralized zones.
11

12. Skarn Manto
Assay Highlights from Previous Drilling1
12
Vein Valley Limestone
1) Quoted drill intercepts are from historic drilling completed by Alpha Gold who owned the project at the time. There was no QA/QC program implemented on work prior to
2006. The quoted intervals have drill logs and assay certificates for verification.

13. Regional Magnetics
• Large, obvious intrusive
complex - only partially tested
by drilling
• Exceptional potential for
additional porphyry – skarn –
manto- epithermal
mineralization
13

14. Soil Geochemistry (copper)
• Vast areas of anomalous soil
geochemistry
• Majority is currently untested
by drilling
• Additional soil surveys
undertaken in 2017
providing additional targets
14

15. Geophysics – 30 line km NSAMT
Survey
Geologic Mapping and Prospecting
Relog historic Core - resampling
15,000 m Diamond drilling
Data Compilation / Reporting
Estimated Cost $5,000,000
2018 Exploration Program
15

16. Why Invest in B.C.?
16
Oct. 26, 2017 - Daewoo Minerals Canada invests $7M into a joint venture agreement with Serengeti
Resources Inc. (SIR) to form Kwanika Copper Corporation (KCC) which will hold the entire interest of the
Kwanika copper gold project located in the Quesnel Trough of B.C.
Sept.11, 2017 - Coeur Mining, Inc. acquires JDS Silver Inc. owner of the high-grade silver-zinc-lead
Silvertip mine located in northern B.C., for US$200 million.
Reliable jurisdiction, excellent exposure to capital markets, deep pool of exploration
professionals, a wealth of supporting services, exceptional infrastructure with direct
access to Pacific Rim markets leads to these recent investments:
Nov. 7, 2017 - Centerra Gold Inc. acquires all of the issued and outstanding common shares of AuRico
Metals, for C$310 million.

17. Summary
• High–quality exploration project in prolific Central BC.
• Project heavily de-risked ► $25M invested to date.
• Exceptional potential for resource expansion and additional
discoveries.
• Pursue a “go public” event by way of an RTO. Letter of Intent
signed with North Bluff Capital.
• Goal is to efficiently advance Stardust project through aggressive
systematic exploration.
17
Well positioned to create shareholder value via discovery and
development of the deposits on its extensive landholdings

18. The Team
Mark O’Dea Ph.D., P.Geo.
Mark O’Dea is mining industry entrepreneur. A seasoned geologist and deal maker, Dr. O’Dea has built and financed international mining companies from Canada to Africa, taking
them from exploration and discovery to development and operations. His companies are built on a common foundation: high-quality, long-life mines with lasting economic
opportunities, community benefits and environmental protection. Most recently, Dr. O’Dea co-founded and served as executive chairman of True Gold Mining. After building the
Karma Heap Leach Gold Mine in Burkina Faso, West Africa, True Gold was sold to Endeavour Mining in 2016. As co-founder and CEO of Fronteer Gold, Dr. O’Dea grew the company
from startup to its 2011 sale to Newmont Mining Corp., a deal that included the spin-out of Liberty Gold. He also co-founded and served as Chairman of True North Nickel and CEO of
Aurora Energy, sold to Royal Nickel Corp. and Paladin Energy in 2014 and 2011, respectively. Founder of Oxygen Capital Corp., Dr. O’Dea is currently chairman of Liberty Gold,
director of Pure Gold Mining and Discovery Metals. His many honours include EY’s Entrepreneur of the YearTM for 2014 in the Pacific mining and metals category, the Globe and
Mail’s Top 40 Under 40, and the Association for Mineral Exploration British Columbia’s Murray Pezim Award for perseverance and success in financing mineral exploration.
Donald McInnes
Since 1993, Mr. McInnes has been the founder, president and a director of a number of publicly traded mineral exploration companies. Mr. McInnes was a Director of Fronteer Gold
(2001 to 2011), founder of Kutcho Copper Corp. (formerly Western Keltic Mines Inc.), True Gold Mining and True North Nickel. He was the founder and Vice Chair and CEO of Plutonic
Power Corporation, that invested $ 1 Billion in creating BC’s largest independent clean power company. He is currently Vice Chairman of Alterra Power Corp. Mr. McInnes is a past
Chair of the Independent Power Producers Association of British Columbia, a past Governor of the Business Council of British Columbia, past President and Director of the Association
for Mineral Exploration British Columbia, and past Director of the Prospectors and Developers Association of Canada. He is a recipient of AME BC’s Gold Pan Award, a lifetime
Achievement Award from CEBC, an EY Entrepreneur of the Year Award and holds a Honourary Doctor of Technology Degree from BCIT.
Sean Tetzlaff CPA, CA
Sean Tetzlaff is an experienced financial professional with over 20 years of experience in the mining industry. Recently he served as Chief Financial Officer and Corporate Secretary of
Blue Gold Mining, which merged with Riverstone Resources in 2012 to become True Gold Mining. He also served as CFO, VP Finance and Corporate Secretary of Fronteer Gold from
2005 to 2011. During this time, he had oversight of financial, legal, and contractual matters for all of Fronteer Gold operations and international subsidiaries. He was responsible for
the successful execution of numerous equity investments, asset divestitures, and merger and acquisitions transactions including the sale of Fronteer to Newmont for $2.3 billion in
2011. Mr. Tetzlaff also served as CFO of Aurora Energy Resources from 2006 to 2008, helping the company grow from initial public offering through to the advancement of one of the
world's largest undeveloped uranium deposits. Mr. Tetzlaff has a tax background, having worked with KPMG LLP from 2000 to 2004
Glen Garratt P.Geo.
Mr. Garratt completed a B.Sc. in Geology from the University of British Columbia in 1972 and has pursued a career in mineral exploration since that time. After working for a number of
major and junior mining companies he founded a consulting/contracting company in 1979 and continues to service the mineral exploration community as President of Mincord
Exploration Consultants Ltd. In 1986 Mr. Garratt co-founded Eastfield Resources Ltd., a TSX-Venture Exchange listed company, which focused on mineral exploration in western North
America. Subsequently Mr. Garratt has been active in developing several other junior exploration companies and is currently an officer and director of Eastfield as well as Cariboo Rose
Resources Ltd. Woodjam Copper Corp. and Lorraine Copper Corp.which also trade on the TSX-V.
18
Founders and Board

19. The Team
Rick Bailes M.Sc., P.Geo.
Mr. Bailes served as the President and Chief Executive Officer of Canadian Gold Hunter Corp., (International Curator Resources Ltd.) from September 2002 to April 17, 2009 and
also served as its Vice President. Mr. Bailes had been an Independent Director at True Gold Mining Inc. from 1996 until its acquisition by Endeavour Mining in 2016. He served as
a Director of Canadian Gold Hunter Corp. from 2002 to 2009, as a Director at Fortress Minerals Corp. from 2005 to 2011, as Director of Champion Resources Inc. (subsequently
Red Back Mining Inc.), as a Director of Riverstone Resources Ltd. and as a Director of Newstrike Capital Inc. until December, 2008.
Steve Robertson (President & CEO) P.Geo.
Steve Robertson joined Sun Metals from Imperial Metals, a mid-tier mining company that has been involved in the development and/or operations of five mines, primarily in
British Columbia. In 2013 Steve was appointed as Vice President, Corporate Affairs with responsibilities including government relations, community relations, aboriginal affairs
and corporate communications. As a member of the executive team, he was actively engaged in the planning and execution of strategies to meet Imperial’s corporate
objectives. Prior to his VP appointment he was Manager of Exploration at Imperial including responsibility for Red Chris exploration, feasibility, permitting and development, and
also exploration at Mount Polley. He designed and executed many exploration programs including the highly successful deep drilling at Red Chris.
Mr. Robertson has nearly three decades experience in exploration and mine operations in British Columbia. Always actively engaged within the mining community, he currently
serves as director for AME BC and previously sat on the Geoscience BC Technical Advisory Committee. As well, he was a founding director of the BC Aboriginal Mine Training
Association. Mr. Robertson was awarded the 2016 E.A. Scholz Award for Excellence in Mine Development for his leadership role in development of the Red Chris mine.
Ian Neill (VP Exploration) P.Geo.
Ian Neill is a registered professional geologist with over 25 years experience in leadership and discovery, working throughout the Americas exploring for base metals, gold and
diamonds. Ian has extensive experience working in northern and remote conditions with both major and junior mining companies. As project manager of the Wolfden
Resources High Lake project in Nunavut, he led the team which was awarded the 2003 PDAC Prospector of the Year award for the discovery of the West Zone VMS deposit
(18mT). Mr. Neill also managed the MMG discovery of the High Lake East VMS deposit (5mT) in Nunavut in 2012 and was part of the Kennecott Canada discovery team at the
Diavik Diamond project. Ian obtained a B.Sc. (hons.) degree in Geology from the University of British Columbia in 1992. Mr Neill’s most recent experience was as Canadian
Exploration manager for the Australian based mid-tier miner MMG, which included time seconded to the Global Zinc team evaluating CRD deposits in Peru.
19
Special Advisor to the Board
Executive

20. The Team
Peter Megaw Ph.D., P.Geo.
Dr. Megaw, C.P.G. is President of INDEX/Cascabel and co-founder of MAG Silver Corporation. He has a Ph.D. in Economic Geology from the University of Arizona and more than
35 years of relevant experience focused on silver and gold exploration. He is a certified Professional Geologist by the American Institute of Professional Geologists and an
Arizona Registered geologist. Dr. Megaw has been instrumental in a number of mineral discoveries in Mexico including new ore bodies at existing mines, Excellon Resources’
Platosa Mine, and MAG Silver’s Juanicipio-Fresnillo, Zacatecas; and Cinco de Mayo-Pozo Seco, Chihuahua. He was instrumental in assembling the Mexican property portfolio now
held by Revolution Resources Corp. and arranged the acquisition of X-Strata’s Latin American holdings by Linear Gold. Dr. Megaw has served on the Board of MAG Silver since
2005, Candente Gold since 2009 and Minaurum Gold since 2010. Dr. Megaw was awarded the Society of Mining Engineers 2012 Robert M. Dreyer Award for excellence in Applied
Economic Geology and the Carnegie Mineralogical Medal for 2009. He is the author of numerous scientific publications on ore deposits and is a frequent speaker at academic
and international exploration conferences.
Bill Morton M.Sc., P.Geo.
Mr. Morton, serves as the President and Chief Executive Officer of Lorraine Copper Corp., Consolidated Woodjam Copper Corp., Eastfield Resources Ltd., and Cariboo Rose
Resources Ltd. He has been Vice President and Partner of the Mincord Exploration Consultants Ltd. since 1987. He has been Technical Advisor of Fort St. James Nickel Corp. since
February 2015. He has been involved in the senior management of public resource companies for almost 20 years and is or has been a Director or Technical Advisor to more
than a dozen public resource companies in that time. He has been a Professional Geologist since 1972 and is a Member of the BC Association of Professional Engineers and is a
Member in good standing with the Association of Professional Engineers and Geoscientists of British Columbia. Mr. Morton holds a Bachelor of Science Degree in Geology from
Carleton University and a Masters of Science Degree from the University of British Columbia.
Jim Oliver Ph.D., P.Geo.
Dr. Oliver has more than 25 years exploration experience specializing in global mineral deposit evaluations and early to advanced stage project valuations, with particular
emphasis on belt, regional and detailed geological mapping programs, lithologic, structural and alteration mapping, Archean and Epithermal gold, porphyry copper, molybdenum
gold, SedEx and REE mineral systems. He has successful track record. He served as Vice President of Geology for the Hunter Dickinson (HDI) Group of Companies, where he was
instrumental in the successful acquisition of several mineral projects and deposits and provided leading edge geoscience input on a diverse range of deposit types. He has
worked on five continents, in 25 countries and examined or worked on approximately 400 mineral occurrences or deposits. He served as a Geological Consultant to major mining
companies, to junior companies and to government geological surveys. He is a committed and energetic explorationist.
Gerry Ray Ph.D., P.Eng., P.Geo.
Dr. Ray completed his undergrad and graduate studies in England before heading to Africa, Asia and Australia. Eventually he came to Canada and settled in British Columbia
where he worked with career with the BCGS and mapped several mining camps and carried out thematic studies on a number of deposit types. His initial work focused on gold
veins in the Coquihalla Gold Belt and Harrison Lake areas. He subsequently went on to study skarns, massive sulphides and iron oxide copper-gold deposits. Based on this
work, Gerry has become a regular contributor to “Economic Geology”. His true passion is skarn deposits and his work on the famous Hedley gold skarn developed into a study of
all types of skarns throughout the province. He now works around the globe as a consultant to mining companies.
20
Technical Advisors

21. The Deal
• Sun Metals is a private company established, and capitalized by Oxygen
Capital partners for the purposes of optioning and advancing the Stardust
project.
• To earn its interest in Stardust, Sun Metals will make annual cash payments
totaling $375,000, share issuances of 2,500,000 and minimum annual
property expenditures until a total of $6M has been spent on Stardust
before December 31, 2021.
• At Earn-in, Lorraine Copper will receive top-up shares for a total 30%
interest in Sun Metals and retain a 2% NSR on precious metals and a 1%
NSR on base metals which may be bought down by one-half each with the
payment of $1.5M per royalty to Lorraine Copper.
21

22. Appendix
Canadian Securities Law,
Investment Risks &
Other Considerations

23. Canadian Securities Law Considerations
This information summary (the “Summary”) provides a general description of Sun Metals Corp. (“Sun Metals” or the “Company”) a private company incorporated under the laws of the
province of British Columbia. This Summary is not intended to make any offer or solicit any offer from potential investors and prospective investors should not make any investment
decisions based upon the information contained in this Summary. Prospective investors should be aware that there are certain risks associated with a purchase of securities of the
Company that are not set forth in this Summary. Prospective investors are strongly urged to consult with their own financial, legal and tax advisors, before investing in the
Company.
This Summary is based on information provided by management of Sun Metals as of the date hereof and is based on beliefs, assumptions, expectations and/or opinions of
management as of the date hereof. Certain information contained in the Summary has been obtained by management from third parties. The Summary may contain forward-looking
statements. Although management of the Company believes that the expectations and views reflected in any such statements are reasonable, such statements are based on current
expectations, assumptions and estimates and are inherently subject to significant uncertainties, risks and contingencies, many of which are beyond control. Management of the
Company expressly disclaims any obligation or undertaking to provide any updates or revisions to any information contained herein to reflect any change in beliefs, opinions,
expectations, assumptions or estimates with respect thereto or any change in events, conditions or circumstances on which any statement in this Summary is based.
Each reader of this Summary agrees that the information contained herein is not to be used for any purpose other than informational purposes; that such information is preliminary
and does not constitute an offer or a solicitation of an offer for the purchase of any securities; and that, if and when securities of the Company are offered, each such recipient will
rely on the offering documents for such offering (provided such recipient is entitled to rely on such documents pursuant to the terms thereof) and not on this Summary.
None of the Company or its affiliates, associates, shareholders, partners, members, directors, officers, employees, agents or representatives, as applicable, (collectively, the “Sun
Metals Group”) makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein or any other information (whether
communicated in written or oral form) transmitted or made available to prospective investors, and the Sun Metals Group expressly disclaims any and all liability relating to or
resulting from the use of this Summary or such other information by a prospective investor or any of its affiliates, associates or representatives. The Sun Metals Group shall not be
liable for any errors (as a result of negligence or otherwise, to the fullest extent permitted by law in the absence of fraud) in the information, beliefs, assumptions, expectations
and/or opinions included in this Summary, or, as noted above, for the consequences of relying on such information, beliefs, assumptions, expectations and/or opinions.
23

24. Investment Risks & Other Considerations
The acquisition of the shares involves significant risk. Any prospective investor should carefully consider the following risk factors and all of the other information contained in this memorandum before purchasing any shares.
If any event arising from these risks occurs, the Company's assets, liabilities, business, prospects, financial condition, results of operations and/or cash flows could be adversely affected. Additional risks and uncertainties not
currently known to the Company, or that are currently considered immaterial, may also materially and adversely affect the Company's business operations.
The holding of securities of the Company involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no
need for immediate liquidity in their investment. The securities of the Company should not be purchased by persons who cannot afford the loss of their entire investment.
The Company will require additional capital in the future and no assurance can be given that such capital will be available at all or on terms acceptable to the Company
The Company will have further capital requirements and exploration expenditures as it proceeds to expand exploration activities, continues to develop its property or takes advantage of opportunities for acquisitions, joint
ventures or other business opportunities that may be presented to it. The ability of the Company to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions as well as the
business performance of the Company. The development and exploration of the Company’s properties may require substantial additional financing. Failure to obtain such financing may result in delaying or indefinite
postponement of exploration, development or production on any or all of the Company’s properties or even a loss of property interest. There can be no assurance that additional capital or other types of financing will be
available if needed or that, if available, the terms of such financing will be favourable to the Company. If additional financing is raised by the Company through the issuance of securities from treasury, control of the Company
may change and security holders may suffer additional dilution.
The Company has a limited operating history and no history of mineral production
The Company has a very limited history of operations, is in the early stage of exploration and development and must be considered to be a start-up. As such, the Company is subject to many risks common to such enterprises,
including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and the lack of revenues. The Company is in the exploration sector of the minerals business and the proposed
project has not been advanced to the point where the economic feasibility of advancing it further to production can be carried out. There is no assurance that the Company will be successful in achieving a return on
shareholders' investment and the likelihood of success must be considered in light of its early stage of operations.
Dependence on the Stardust Project
The only material property interest of the Company is its interest in the Stardust Project. As a result, any adverse developments affecting the Stardust Project could have a material adverse effect upon the Company and would
materially and adversely affect the potential mineral resource production, profitability, financial performance and results of operations of the Company. While the Company may seek to acquire additional mineral properties that
are consistent with its business objectives, there can be no assurance that the Company will be able to identify suitable additional mineral properties or, if it does identify suitable properties, that it will have sufficient financial
resources to acquire such properties or that such properties will be available on terms acceptable to the Company or at all.
Calculation of Reserves and Mineralization and Precious and Base Metal Recovery
There is a degree of uncertainty attributable to the calculation of reserves and mineralization and corresponding grades being mined or dedicated to future production. Until reserves or mineralization are actually mined and
processed, quantity of mineralization and grades must be considered as estimates only. In addition, the quantity of reserves and mineralization may vary depending on metal prices. Any material change in quantity of reserves,
mineralization, grade or stripping ratio may affect the economic viability of the Company’s properties. In addition, there can be no assurance that precious or other metal recoveries in small scale laboratory tests will be
duplicated in larger scale tests under on-site conditions or during production.
The Company requires approvals, licenses and permits in connection with its current exploration and future development activities that may not be obtained
Governmental approvals, licenses and permits are currently, and may in the future be, required in connection with its activities. To the extent such approvals, licenses and permits are delayed or not obtained, the Company may
be delayed, curtailed or prohibited from proceeding with planned exploration, development or operation of its properties. 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, and parties that were engaged in operations in the past, may be required to compensate those suffering loss or damage by reason of such
mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.
Amendments to current laws, regulations and permits governing operations and activities of mining companies, or the more stringent implementation thereof, could have a material adverse impact on the Company and cause
increases in exploration and development expenses, capital expenditures or production costs or abandonment or delays in development of new mining properties.
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25. Investment Risks & Other Considerations cont’d
The Company does not maintain insurance against all possible risks
Although the Company maintains insurance against certain risks in amounts which management considers to be reasonable, its insurance may not cover all potential liabilities associated with its operations. The
nature of liabilities for mining companies are such that liabilities may exceed policy limits, certain liabilities and hazards might not be insurable, or the Company might decide not to insure against certain
liabilities because of high premiums or other reasons. Should such liabilities occur, the Company could incur significant costs that could have a material adverse effect upon its results of operations or otherwise
affect its insurability and reputation in the market.
Certain directors and officers may have conflicts of interest
Certain of the directors and officers of the Company also serve as directors and/or officers of other companies involved in natural resource exploration and development. To the extent that such other companies
may participate in ventures in which the Company may participate, there exists the possibility for such directors and officers to be or come into a position of conflict.
Risks and hazards inherent in the mining industry
Mining exploration, development and operations are highly speculative and are characterized by a number of significant inherent risks, which even a combination of careful evaluation, experience and knowledge
may not eliminate and may result in the inability to develop a project. Some of these risks include but are not limited to environmental hazards, industrial accidents, labour disputes, unusual or unexpected
geologic formations or other geological or grade problems, unanticipated changes in metallurgical characteristics and mineral recovery, unanticipated ground or water conditions, cave-ins, flooding, rock bursts,
fires, power outages and unfavourable operating conditions. There is no assurance that the foregoing risks will not occur and inhibit, delay or cease the development of the Company's projects or other
exploration or development activities, all of which would have a material and adverse impact on the Company's business, results of operations and financial condition.
Competition in the mining industry may adversely affect the Company
The mining industry is intensely competitive. The Company competes with other local and global mining companies, many of which have greater resources and experience. Competition in the mining industry is
primarily for properties which can be developed and can produce economically, the technical expertise to find, develop, and operate such properties, the labour to operate the properties and the capital for the
purpose of funding such properties. Such competition may result in the Company being unable to acquire desired properties, to develop and integrate new technologies, to recruit or retain qualified employees
or to acquire the capital necessary to fund its operations and develop its properties. The Company's inability to compete with other mining companies for these resources would have a material adverse effect on
the Company's business and results of operations. In the future, the Company may also compete with other mining companies in exporting and marketing its minerals to foreign and domestic markets. Any
inability to compete with established competitors for markets and in implementing advanced technologies would have a material adverse effect on the Company's business and results from operations.
There is no existing market for the Common Shares and one may not develop to provide the holder thereof with adequate liquidity
The Company's shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws. In addition, the shares may not be sold,
transferred, assigned or encumbered, in whole or in part, except as provided in the constating documents of the Company. There will be no public market for the Company's shares and one is not expected to
develop. Investors in the Company must be prepared to bear such risks for an indefinite period of time.
The Company has no record of paying dividends and does not expect to do so in the foreseeable future
The Company has not declared or paid any dividends since the date of its incorporation and does not currently anticipate that dividends will be declared in the short or medium term. Any determination to pay
dividends in the future will be at the discretion of the board of directors and will depend upon, among other things, the Company's results of operations, financial condition, contractual restrictions, capital
expenditure and working capital requirements, restrictions imposed by applicable law and other factors the board of directors deems relevant.
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26. For further information, contact:
Steve Robertson srobertson@sunmetals.ca
Dr. Mark O’Dea modea@oxygencapitalcorp.com
Donald McInnes dmcinnes@oxygencapitalcorp.com
Sun Metals Corp.
1900 – 1055 West Hastings Street
Vancouver, BC Canada V6E 2E9
Telephone: 604.683.7790