Nexmetals Mining (R101) Risk Analysis

Some of our directors and officers are nationals and/or residents of Canada or other countries outside the U.S., and some are nationals and/or residents of the United States or other countries outside Canada. In addition, all or a substantial portion of the assets of certain of these persons may be located outside the jurisdiction in which an investor seeks to bring an action. As a result, it may be difficult for investors in the United States to effect service of process within the United States on certain of our directors and officers who reside outside the United States, or enforce within the U.S. any judgments obtained against such directors and officers, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Similarly, it may be difficult for investors in Canada to effect service of process within Canada upon certain of our directors and officers who reside outside Canada or to enforce judgments obtained in Canadian courts against such persons, including judgments predicated upon the civil liability provisions of applicable Canadian securities laws. Although courts in the United States and Canada may recognize and enforce each other's judgments in certain circumstances, there can be no assurance that a judgment obtained in one jurisdiction will be enforceable in the other or in any other jurisdiction where the relevant director's or officer's assets are located. Consequently, stockholders may be effectively prevented from pursuing remedies against such directors and officers under applicable securities laws. The foregoing risks also apply to those experts identified in this Report that are not residents of the U.S. or Canada.

As a "foreign private issuer" with ordinary shares listed on Nasdaq, we are permitted to follow certain home country corporate governance practices instead of those otherwise required under the corporate governance standards for U.S. domestic issuers. For any home country corporate governance practices we follow, we are required to disclose the Nasdaq requirement that we are not following and describe the equivalent home country practice we are following instead. Furthermore, we may in the future elect to follow other Canadian home country practices in lieu of the Nasdaq requirements. Accordingly, our shareholders may not be afforded the same protection as provided under Nasdaq corporate governance requirements as a U.S. domestic company and foreign private issuer who does not utilize home country practices. Following our home country governance practices as opposed to the requirements that would otherwise apply to a U.S. company listed on Nasdaq may provide less protection than is accorded to investors of domestic issuers.

The price of the Company's Common Shares may be affected by a number of factors, including global macroeconomic developments and market perceptions of the attractiveness of particular industries and location of the Company's assets, which may increase the volatility of the Company's Common Share price. The price of the Company's Common Shares will also be affected by the Company's financial conditions or results of operations as reflected in its liquidity position and earnings reports. Other factors unrelated to the Company's operations and performance that may have an effect on the price of the Company's Common Shares include: reduced trading volume and general market interest in the Company's securities may affect an investor's ability to trade significant numbers of shares; the size of the Company's public float may limit the ability of some institutions to invest in the Company's securities; and a substantial decline in the price of the Company's Common Shares that persists for a significant period of time could cause the Company's securities to be delisted, further reducing market liquidity. As a result of any of these factors, the market price of the Company's Common Shares at any given point in time may not accurately reflect the Company's long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. The Company may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management's attention and resources.

Future sales of substantial amounts of our securities in the public or private markets, or the perception that such sales could occur, could adversely affect prevailing trading prices of our Common Shares and warrants and could impair our ability to raise capital through future offerings of securities.