xian20180131

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

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

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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 12 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.

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes: ☒ No: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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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: ☐ No: ☒

The following is a glossary of symbols that are used in this annual report to describe our business.

The following is a glossary of terms that are used in this annual report to describe our business.

In this Annual Report on Form 20-F, references to the “Company”, “Xiana”, “we”, “our” and “us” refer to Xiana Mining Inc. (unless the context otherwise requires). This Annual Report contains forward-looking statements and information relating to Xiana that are based on beliefs of our management as well as assumptions made by and information currently available to us. When used in this document, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” and “project” and similar expressions, as they relate to Xiana or our management, are intended to identify forward-looking statements. Forward-looking statements in this Annual Report include, but are not limited to, statements with respect to the future financial or operating performances of Xiana, its subsidiaries and their respective projects, the timing and amount of estimated future operating and exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation and rehabilitation expenses, title disputes or claims, limitations of insurance coverage and the timing and possible outcome of any pending litigation and regulatory matters. Such statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others, changes in general economic and business conditions, changes in currency exchange rates and interest rates, the need for additional financing, fluctuations in mineral prices, operational risks associated with mining and mineral processing, including risks related to accidents, equipment breakdowns, labour disputes or other unanticipated difficulties with or interruptions in operations which may or may not be insured, changes in business strategy and various other factors, both referenced and not referenced in this annual report. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. Except as required by law, we undertake no obligation to publicly update or review any forward-looking statements or information whether as a result of new information, future developments or otherwise.

The terms “mineral reserve”, “proven mineral reserve” and “probable mineral reserve” are Canadian mining terms as defined in accordance with Canadian National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) - CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended. These definitions differ from the definitions in the United States Securities and Exchange Commission Industry Guide 7 (“SEC Industry Guide 7”) under the Securities Act of 1933, as amended. Under SEC Industry Guide 7 standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. The United States Securities and Exchange Commission has taken the position that mineral reserves for a mineral property may not be designated unless: (i) competent professional engineers conduct a detailed engineering and economic study, and the “bankable” or “final” feasibility study demonstrates that a mineral deposit can be mined profitably at a commercial rate; (ii) a historic three-year average commodity price is used in any reserve or cash flow analysis used to designate reserves; and (iii) the company has demonstrated that the mineral property will receive its governmental permits, and the primary environmental document has been filed with the appropriate governmental authorities.

In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and are normally not permitted to be used in reports and registration statements filed with the United States Securities and Exchange Commission. Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves or that they can be mined economically or legally. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all, or any part, of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that all or any part of an inferred mineral resource exists or that it can be economically or legally mined. Disclosure of “contained ounces” in a resource is permitted disclosure under Canadian regulations; however, the United States Securities and Exchange Commission normally only permits issuers to report mineralization that does not constitute “reserves” by Securities and Exchange Commission standards as in place tonnage and grade without reference to unit measures.

Accordingly, information contained in this Annual Report may contain descriptions of the Company’s mineral deposits that may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

Effective February 1, 2010, the Company adopted International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). Unless otherwise stated, all information presented herein has been prepared in accordance with IFRS. Please note that our prior annual consolidated financial statements were previously prepared in accordance with Canadian generally accepted accounting principles and included a reconciliation to United States generally accepted accounting principles, which may not be comparable to IFRS. Please refer to our annual consolidated financial statements for the years ended January 31, 2010 and 2009 (previously filed with our Annual Reports on Form 20-F).

The summary consolidated financial information set forth below should be read in conjunction with, and is qualified in its entirety by reference to, our consolidated financial statements as of January 31, 2018 and 2017 and for the years ended January 31, 2018, 2017 and 2016 together with the notes thereto, which appear elsewhere in this annual report. These consolidated financial statements have been audited by Smythe LLP, Chartered Professional Accountants.

The financial data set forth in this Annual Report is expressed in Canadian dollars (“Cdn$”, “CAD” or “$”) unless otherwise noted as reported in US dollars (“US$” or “USD”). During our 2010 fiscal year, we changed our reporting currency from the United States dollar to the Canadian dollar. The change was consistent with our change of business to the resource sector completed on April 24, 2008 and our continuance of jurisdiction from Wyoming, United States, to British Columbia, Canada, completed August 21, 2006.

The following financial data summarizes selected financial data for our company prepared in accordance with IFRS as issued by the IASB as at January 31, 2018 and 2017 and for the three fiscal years ended January 31, 2018, 2017 and 2016. Such information is derived from our consolidated financial statements which were examined by our independent auditors. The information set forth below should be read in conjunction with our audited annual consolidated financial statements and related notes thereto included in this annual report, and with the information appearing under the heading “Item 5 – Operating and Financial Review and Prospects”.

The weighted average outstanding shares used to calculate income (loss) per share for the following fiscal periods are: 33,862,676 for the year ended January 31, 2018, 23,389,296 for the year ended January 31, 2017, 4,491,518 for the year ended January 31, 2016, 4,491,518 for the year ended January 31, 2015, and 4,491,518 for the year ended January 31, 2014.

To date, the Company has not generated any cash flow from its activities to fund on-going activities and cash commitments. The Company has financed operations principally through the sale of equity securities. The Company normally maintains sufficient cash and cash equivalents to meet the Company’s business requirements and at January 31, 2018, the cash balance of $873,863 is insufficient to meet the needs for the coming year. Therefore, the Company will be required to raise additional capital in order to fund its operations in fiscal 2018.

The Company maintains its accounts in Canadian dollars. These consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB.

The following table sets forth, for the periods indicated, certain exchange rates based on the intra-day high and low buying rates between 08:00 (ET) and 16:00 (ET) in Canadian dollars as reported by the Bank of Canada. On March 23, 2018, the noon exchange rate was USD 1.00 per CAD 1.2856. The high and low exchange rates (CAD per USD 1.00) for each month during the previous six months were as follows:

The average, year end, high and low exchange rates (CAD per USD 1.00) for the five most recent financial years were as follows:

The Company, and thus the securities of the Company, should be considered a speculative investment and investors should carefully consider all of the information disclosed in this Annual Report prior to making an investment in the Company. In addition to the other information presented in this Annual Report, the following risk factors should be given special consideration when evaluating an investment in any of the Company's securities.

Our independent auditors have expressed doubts about our ability to continue as a going concern.

The report of our independent auditors on our financial statements for the year ended January 31, 2018 includes a note stating that our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty, at this time. We have historically satisfied our capital needs primarily by issuing equity securities. If we are unable to continue to fund our operations through the issuance of equity securities we would have to cease operations.

The Company has no mineral producing properties and has never generated any revenue from its operations. The majority of exploration projects do not result in the discovery of commercially mineable deposits of ore. Only those mineral deposits that the Company can economically and legally extract or produce, based on a comprehensive evaluation of cost, grade, recovery and other factors, are considered “resources” or “reserves.” The Company has no known bodies of commercial ore or economic deposits and has not defined or delineated any proven or probable reserves or resources on its property. The Company may never discover any gold, silver or other minerals from mineralized material in commercially exploitable quantities and any identified mineralized deposit may never qualify as a commercially mineable (or viable) reserve. In addition, the Company is in its early stages of exploration and substantial additional work will be required in order to determine if any economic deposits exist on the Company’s property. Substantial expenditures are required to establish ore reserves through drilling and metallurgical and other testing techniques. No assurance can be given that any level of recovery of the ore reserves will be realized or that any identified mineral deposit will ever qualify as a commercial mineable ore body which can be legally and economically exploited.

The Company faces risks related to exploration and development, if warranted, of its property.

The level of profitability of the Company, if any, in future years will depend to a great degree on gold and silver prices and whether the Company’s exploration stage property can be brought into production. The exploration for and development of mineral deposits involves significant risks. It is impossible to ensure that the current and future exploration programs and/or feasibility studies, if any, on the Company’s existing mineral property will establish reserves. Whether an ore body will be commercially viable depends on a number of factors, including, but not limited to: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which cannot be predicted and which have been highly volatile in the past; mining, processing and transportation costs; perceived levels of political risk and the willingness of lenders and investors to provide project financing; labour costs and possible labour strikes; and governmental regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting materials, foreign exchange, environmental protection, employment, worker safety, transportation, and reclamation and closure obligations.

The Company is also subject to the risks normally encountered in the mining industry, such as:

The development of interests in exploration properties is affected by many factors, including, but not limited to: the cost of operations, variations in the grade of ore, fluctuations in metal markets, costs of extraction and processing equipment, availability of equipment and labour, labour costs and possible labour strikes, and government regulations, including without limitation, regulations relating to taxes, royalties, allowable production, importing and exporting of minerals, foreign exchange, employment, worker safety, transportation, and environmental protection. Depending on the price of minerals, the Company may determine that it is impractical to commence, or, if commenced, continue, commercial production. Such a decision would negatively affect the Company’s profits and may affect the value of its equity.

The Company’s only current property of interest is the Deborah property located in Cajamarca Region, Peru. As a result, unless the Company acquires additional property interests, any adverse developments affecting this property could have a material adverse effect upon our business and would materially and adversely affect our potential mineral resource production, profitability, financial performance and results of operations.

The Company’s property may be subject to unregistered agreements, transfers or claims and title may be adversely affected by undetected defects or aboriginal claims.

The Company has not conducted a legal survey of the boundaries of its property, and therefore, in accordance with the laws of the jurisdictions in which this property is situated, its existence and area could be in doubt. The Company has obtained only limited formal title reports on its property and title to its property may be in doubt. The Company’s property may be subject to unregistered agreements, transfers or claims and title may be adversely affected by such undetected defects. If title is disputed, the Company may have to defend its ownership through the courts, and the Company cannot guarantee that a favourable judgment will be obtained. Any litigation could be extremely costly to the Company and could limit the available capital for use in other exploration and development activities. The Company may require additional financing to cover the costs of any litigation necessary to establish title. In the event of an adverse judgment with respect to its mineral property, the Company could lose its property rights and may be required to cease its exploration and development activities on its property. Mining operations may also be affected by claims of native peoples, any of which could have the effect of reducing or preventing the Company from exploiting any possible mineral reserves on its property.

Ownership, exploration and development of the Company’s property is subject to government approvals and regulations.

The exploration property held by the Company is located in Peru. The individuals and entities that granted the Company an option pursuant to the option agreement have obtained mining concessions with respect to the property covered by such option agreement. There can be no guarantee that the individuals and entities that granted the Company option will be able to maintain these mining concessions in good standing, nor is there any guarantee that the Company will be able to obtain and maintain these mining concessions.

Peruvian law also requires mining permits and licenses in order to undertake exploration activities or commence construction or operation of mine facilities on the Company’s property. An exploration permit is required when the proposed exploration may have a significant impact on the environment, people or historical sites. The Company has required and anticipates that it will continue to require exploration permits in order to undertake exploration activities on its property.

There can be no guarantee that the Company will be able to obtain all necessary permits and approvals from the Peruvian Government or that such approvals, if obtained, will not later be revoked or amended in a manner adverse to the Company. If the Company or its optioner are unable to obtain and maintain required approvals, permits and licenses, the Company may be unable to undertake its intended exploration and development activities on such property. Any of these developments could have a material adverse effect on the Company, and could require the Company to cease exploration and development activities on all or a portion of its property, or abandon or dispose of all or a portion of its property.

Mining operations are subject to a wide range of additional government regulations including, but not limited to: restrictions on production and production methods, price controls, tax increases, expropriation of property, import and export control, employment laws, worker safety regulations, environmental protection, protection of agricultural territory or changes in conditions under which minerals may be marketed. Any failure to comply with such regulations, adverse changes in such regulations or shifts in political conditions could have a material adverse effect on the Company and its business, or if significant enough, could make it impossible to continue to operate in the country.

Mineral operations are subject to market forces outside of the Company’s control.

The marketability of minerals is affected by numerous factors beyond the Company’s control. These factors include, but are not limited to, market fluctuations, government regulations relating to prices, taxes, royalties, allowable production, import restrictions applicable to equipment and supplies, export controls and supply and demand. One or more of these risk elements could have an impact on costs of an operation and, if significant enough, reduce the profitability of the operation and threaten its continuation.

The business of the acquisition, exploration, and development of mineral properties is intensely competitive. The Company will be required to compete, in the future, directly with other corporations that have better access to potential mineral resources, more developed infrastructure, more available capital, better access to necessary financing, and more knowledgeable and available employees than the Company. The Company may encounter competition in acquiring mineral properties, hiring mining professionals or obtaining mining resources, such as manpower, drill rigs, and other mining equipment. Such corporations could outbid the Company for potential projects or produce minerals at lower costs. Increased competition could also affect the Company’s ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

Mining and mineral exploration have substantial operational risks which are uninsured or uninsurable risks.

Exploration, development and mining operations involve various hazards, including environmental hazards, industrial accidents, metallurgical and other processing problems, unusual or unexpected rock formations, structural cave-ins or slides, flooding, fires, metal losses and periodic interruptions due to inclement or hazardous weather conditions. These risks could result in damage to or destruction of mineral properties, facilities or other property, personal injury, environmental damage, delays in operations, increased cost of operations, monetary losses and possible legal liability. The Company may not be able to obtain insurance to cover these risks at economically feasible premiums or at all. The Company may elect not to insure where premium costs are disproportionate to its perception of the relevant risks. The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration and production activities.

The prices of precious and base minerals and metals fluctuate widely and may not produce enough revenue to cover the Company’s costs.

Even if commercial quantities of mineral deposits are discovered, there is no guarantee that a profitable market will exist for the sale of the metals produced. The Company’s long-term viability and profitability depend, in large part, upon the market price of metals which have experienced significant movement over short periods of time, and are affected by numerous factors beyond the Company’s control, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods. The supply of and demand for metals are affected by various factors, including political events, economic conditions and production costs in major producing regions. There can be no assurance that the price of any minerals produced from the Company’s property will be such that any such deposits can be mined at a profit.

Although the Company acquires the rights to some or all of the minerals in the ground subject to the tenures that it acquires, or has a right to acquire, in most cases it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by its mineral tenures. In such cases, applicable mining laws usually provide for rights of access to the surface for the purpose of carrying on mining activities, however, the enforcement of such rights can be costly and time consuming. In areas where there are no existing surface rights holders, this does not usually cause a problem, as there are no impediments to surface access. However, in areas where there are local populations or land owners, it is necessary, as a practical matter, to negotiate surface access. There can be no guarantee that, despite having the right at law to access the surface and carry on mining activities, the Company will be able to negotiate a satisfactory agreement with any such existing landowners/occupiers for such access, and therefore it may be unable to carry out mining activities. In addition, in circumstances where such access is denied, or no agreement can be reached, the Company may need to rely on the assistance of local officials or the courts in such jurisdiction. The Company has not yet been successful in negotiating any formal surface access agreements.

The Company is subject to significant environmental regulations that can change over time.

The activities of the Company are subject to extensive and changing environmental legislation, regulation and actions. The Company cannot predict what environmental legislation, regulation or policy will be enacted or adopted in the future or how future laws and regulations will be administered or interpreted. The recent trend in environmental legislation and regulation, generally, is toward stricter standards and this trend is likely to continue in the future. This recent trend includes, without limitation, laws and regulations relating to air and water quality, mine reclamation, waste handling and disposal, the protection of certain species and the preservation of certain lands. These regulations may require the acquisition of permits or other authorizations for certain activities. These laws and regulations may also limit or prohibit activities on certain lands. Compliance with more stringent laws and regulations, as well as potentially more vigorous enforcement policies or stricter interpretation of existing laws, may necessitate significant capital outlays, may materially affect the Company’s results of operations and business, or may cause material changes or delays in the Company’s intended activities.

The Company’s operations may require additional analysis in the future including environmental and social impact and other related studies. Certain activities require the submission and approval of environmental impact assessments. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and its directors, officers, and employees. There can be no assurance that the Company will be able to obtain or maintain all necessary permits that may be required to continue its operation or its exploration of its property or, if feasible, to commence development, construction or operation of mining facilities at such property on terms which enable operations to be conducted at economically justifiable costs.

The Company is subject to numerous regulatory requirements which it may not be able to comply with.

The Company’s activities are subject to extensive regulations governing various matters, including management and use of toxic substances and explosives, management of natural resources, exploration, development of mines, production and post-closure reclamation, exports, price controls, taxation, regulations concerning business dealings with indigenous peoples, labour standards on occupational health and safety, including mine safety, and historic and cultural preservation.

Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties, 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, any of which could result in the Company incurring significant expenditures. The Company may also be required to compensate those suffering loss or damage by reason of a breach of such laws, regulations or permitting requirements. It is also possible that future laws and regulations, or more stringent enforcement of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspension of the Company’s operations and delays in the exploration and development of its mineral property.

The Company has a history of losses and no revenues, and may never become profitable.

The Company is a mineral exploration company without operations and has historically incurred losses. To date, the Company has not recorded any revenues from its operations nor has the Company commenced commercial production on its property. The Company does not expect to receive revenues from operations in the foreseeable future, if at all. The Company expects to continue to incur losses unless and until such time as its property enters into commercial production and generates sufficient revenues to fund its continuing operations.

Until such time, the Company will be dependent upon future financing in order to meet its capital requirements and continue its plan of operations. Although the Company has raised additional private placement financing in prior fiscal years, these funds may not be sufficient to undertake all planned acquisition, exploration, and development programs of the Company. The Company cannot guarantee that it will obtain necessary financing. The development of the Company’s property will require the commitment of substantial resources to conduct the time-consuming exploration and development of the property. The amounts and timing of expenditures will depend on the progress of on-going exploration, assessment and development, the results of consultants’ analyses and recommendations, the rate at which operating losses are incurred, the execution of any joint venture agreements with strategic partners, the Company’s acquisition of additional properties and other factors, many of which are beyond the Company’s control. The Company may never generate any revenues or achieve profitability.

The Company will require additional capital to meet its capital requirements for fiscal 2018 and for future fiscal years.

The Company does not have sufficient financial resources to undertake all of its planned acquisition and exploration programs for fiscal 2018. The Company’s ability to continue its exploration, assessment, and development activities depends in part on the Company’s ability to obtain financing through joint ventures, debt financing, equity financing, production sharing arrangements or some combination of these or other means, and ultimately, commence operations and generate revenue. There can be no assurance that any such arrangements will be concluded and the associated funding obtained. There can be no assurance that the Company will commence operations and generate sufficient revenues to meet its obligations as they become due or will obtain necessary financing on acceptable terms, if at all. The failure of the Company to meet its on-going obligations on a timely basis could result in the loss or substantial dilution of the Company’s interest (as existing or as proposed to be acquired) in its property. In addition, should the Company incur significant losses in future periods, it may be unable to continue as a going concern, and realization of assets and settlement of liabilities in other than the normal course of business may be at amounts significantly different from those in the financial statements included in this Annual Report.

Currency fluctuation may affect the Company’s operations and financial stability.

While engaged in the business of exploiting mineral properties, the Company’s operations outside Canada make it subject to foreign currency fluctuation and such fluctuations may adversely affect the Company’s financial positions and results. Such fluctuations are outside the control of the Company and may be largely unpredictable. Management may not take any steps to address foreign currency fluctuations that will eliminate all adverse effects and, accordingly, the Company may suffer losses due to adverse foreign currency fluctuations.

The success of the Company’s operations will depend upon numerous factors, many of which are beyond the Company’s control, including (i) the ability to design and carry out appropriate exploration programs on its mineral property; (ii) the ability to produce minerals from any mineral deposits that may be located on its property; (iii) the ability to attract and retain additional key personnel in exploration, marketing, mine development and finance; and (iv) the ability and the operating resources to develop and maintain the property held by the Company. These and other factors will require the use of outside suppliers as well as the talents and efforts of the Company and its consultants and employees. There can be no assurance of success with any or all of these factors on which the Company’s operations will depend, or that the Company will be successful in finding and retaining the necessary employees, personnel and/or consultants in order to be able to successfully carry out such activities.

The Company’s growth, if any, will require new personnel, which it will be required to recruit, hire, train and retain.

The Company expects significant growth in the number of employees required if it determines that a mine at its property is commercially feasible, it is able to raise sufficient funding and it elects to develop the property. This growth will place substantial demands on the Company and its management, and the Company’s ability to assimilate new personnel will be critical to its performance. The Company will be required to recruit additional personnel and to train, motivate and manage employees. It will also have to adopt and implement new systems in all aspects of its operations. This will be particularly critical if the Company decides not to use contract miners at its property. There is no assurance that the Company will be able to recruit the personnel required to execute its programs or to manage these changes successfully.

The Company has limited experience in placing resource properties into production, and its ability to do so will be dependent upon using the services of appropriately experienced personnel or entering into agreements with other major resource companies that can provide such expertise. There can be no assurance that the Company will have available the necessary expertise when and if it places its property into production.

Certain of the Company’s directors and officers are also directors and/or officers and/or shareholders of potential competitors of the Company, giving rise to potential conflicts of interest.

Several of the Company’s directors and officers are also directors, officers or shareholders of other companies. Some of the directors and officers of the Company are engaged and will continue to be engaged in the search for additional business opportunities on behalf of other corporations, and situations may arise where these directors and officers will be in direct competition with the Company. Such associations may give rise to conflicts of interest from time to time. Such a conflict poses the risk that the Company may enter into a transaction on terms which could place the Company in a worse position than if no conflict existed. Conflicts, if any, will be dealt with in accordance with the relevant provisions of the Business Corporations Act (British Columbia). The Board has resolved that any transaction either at the Company level or of a subsidiary level, with entities having directors, officers or significant shareholders in common, must be approved by disinterested Board members. The Company’s 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 interest which they may have in any project or opportunity in respect of which the Company is proposing to enter into a transaction.

The market for the Company’s common shares (“Common Shares”) may be highly volatile for reasons both related to the performance of the Company or events pertaining to the industry (i.e., mineral price fluctuation/high production costs/accidents) as well as factors unrelated to the Company or its industry. In particular, market demand for products incorporating minerals in their manufacture fluctuates from one business cycle to the next, resulting in change of demand for the mineral and an attendant change in the price for the mineral. The Common Shares can be expected to be subject to volatility in both price and volume arising from market expectations, announcements and press releases regarding the Company’s business, and changes in estimates and evaluations by securities analysts or other events or factors. In recent years the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly small-capitalization companies such as the Company, have experienced wide fluctuations that have not necessarily been related to the operations, performances, underlying asset values, or prospects of such companies. For these reasons, the price of the Common Shares can also be expected to be subject to volatility resulting from purely market forces over which the Company has no control. Further, despite the existence of a market for trading the Common Shares in Canada and the United States, stockholders of the Company may be unable to sell significant quantities of Common Shares in the public trading markets without a significant reduction in the price of the stock.

Shareholder interests may be diluted through the granting of incentive stock options.

Because the success of the Company is highly dependent upon the performance of its directors, officers and consultants, the Company has granted in the past, and will in the future grant, to some or all of its directors, officers and consultants, options to purchase its Common Shares as non-cash incentives. Those options may be granted at exercise prices below those for the Common Shares prevailing in the public trading market at the time or may be granted at exercise prices equal to market prices at times when the public market is depressed. To the extent that significant numbers of such options may be granted and exercised, the interests of the other stockholders of the Company may be diluted.

The Company may be a "passive foreign investment company" under the U.S. Internal Revenue Code, which may result in material adverse U.S. federal income tax consequences to investors in Common Shares that are U.S. taxpayers.

Investors in Common Shares that are U.S. taxpayers should be aware that the Company believes it constituted a passive foreign investment company (“PFIC”) during the tax year ended January 31, 2016, and may be a PFIC in the current and future tax years. If the Company is a PFIC for any year during a U.S. shareholder’s holding period, then such U.S. shareholder generally will be required to treat any gain realized upon a disposition of Common Shares, or any so-called “excess distribution” received on its Common Shares, as ordinary income, and to pay an interest charge on a portion of such gain or distributions, unless the shareholder makes a timely and effective "qualified electing fund" election (“QEF Election”) or a "mark-to-market" election with respect to the Common Shares. A U.S. shareholder who makes a QEF Election generally must report on a current basis its share of the Company's net capital gain and ordinary earnings for any year in which the Company is a PFIC, whether or not the Company distributes any amounts to its shareholders. However, U.S. shareholders should be aware that there can be no assurance that we will satisfy record keeping requirements that apply to a qualified electing fund, or that we will supply U.S. shareholders with information that such U.S. shareholders require to report under the QEF Election rules, in the event that we are a PFIC and a U.S. shareholder wishes to make a QEF Election. Thus, U.S. shareholders may not be able to make a QEF Election with respect to their Common Shares. A U.S. shareholder who makes the mark-to-market election generally must include as ordinary income each year the excess of the fair market value of the Common Shares over the taxpayer’s basis therein. This paragraph is qualified in its entirety by the discussion below under the heading “Certain United States Federal Income Tax Considerations.” Each U.S. shareholder should consult its own tax advisor regarding the tax consequences of the PFIC rules and the acquisition, ownership, and disposition of our Common Shares.

Broker-Dealers may be discouraged from effecting transactions in the Common Shares because they are considered “Penny Stocks” and are subject to the Penny Stock Rules.

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving a "penny stock". Subject to certain exceptions, a penny stock generally includes any equity security that has a market price of less than US$5.00 per share. The market price of the Common Shares over the year ended January 31, 2017 and through May 24, 2017 was at all times below US$5.00 and the Common Shares are deemed penny stock for the purposes of the Exchange Act. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in the Common Shares, which could severely limit the market liquidity of the Common Shares and impede the sale of Common Shares in the secondary market.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with net worth in excess of US$1,000,000 or an annual income exceeding US$200,000, or US$300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.

In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.

It may be difficult to enforce judgements against management or assets of the Company.

As many of the assets of the Company are located outside of Canada and the United States, and certain directors and officers of the Company are resident outside of Canada and/or the United States, it may be difficult or impossible to enforce judgements granted by a court in Canada or the United States against the assets of the Company or the directors and officers of the Company residing outside of such country.

The board of directors is currently comprised of four directors, only one of whom is independent.

The Board is currently comprised of four directors, only one of whom is independent. The Company is actively attempting to appoint an additional independent director to the Board in order to bring the Company into compliance with the corporate governance rules and regulations that it is subject to in Canada, however there is no assurance when this will occur, if at all. The lack of independent directors on the Board may weaken the quality of oversight of the Company’s management and compromise the Board’s effectiveness in carrying out its duties and responsibilities.

The Company’s mineral property is located in a country where there may be significant political risk.

The Company has a mineral property in Peru. In this country, mineral exploration and mining activities may be affected in varying degrees by political or economic instability, expropriation of property and changes in government regulations such as tax laws, business laws, environmental laws and mining laws. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may materially adversely affect its business, or if significant enough, may make it impossible to continue to operate in that country. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price, controls, foreign exchange restrictions, export controls, income taxes, expropriation of property, environmental legislation and mine safety.

As a consequence of general economic conditions the Company may be faced with an inability to access capital in order to continue its operations.

Since 2008, the U.S. credit markets have experienced serious disruption due to a deterioration in residential property values, defaults and delinquencies in the residential mortgage market (particularly, sub-prime and non-prime mortgages) and a decline in the credit quality of mortgage backed securities. These problems have led to a slow-down on residential housing market transactions, declining housing prices, delinquencies in non-mortgage consumer credit and a general decline in consumer confidence. These conditions caused a loss of confidence in the broader U.S. and global credit and financial markets and resulted in the collapse of, and government intervention in, major banks, financial institutions and insurers and created a climate of greater tighter credit conditions. Notwithstanding various actions by the U.S. and foreign governments, concerns about the general condition of the capital markets, financial instruments, banks, investment banks, insurers and other financial institutions caused the broader credit markets to further deteriorate and stock markets to decline substantially. In addition, general economic indicators have deteriorated, including declining consumer sentiment, increased unemployment and declining economic growth and uncertainty about corporate earnings.

Unprecedented disruptions in the credit and financial markets have had a significant material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies. These disruptions could, among other things, make it more difficult for the Company to obtain, or increase its cost of obtaining, capital and financing for its operations. The Company’s access to additional capital may not be available on terms acceptable to it or at all.

The Company does not intend to pay cash dividends and there is no assurance that it will ever declare cash dividends.

The Company intends to retain any future earnings to finance its business and operations and any future growth. Therefore, the Company does not anticipate paying any cash dividends in the foreseeable future.

The Company was incorporated under the laws of the Province of British Columbia on May 26, 1981 under the name "Force Energy Ltd.". On September 10, 1981, the Company changed its name to "Force Resources Ltd.". On December 1, 1994, the Company subsequently changed its name to "Force Technologies Inc." in connection with a consolidation of its share capital on a five old shares for one new share basis. On October 1, 1997, the Company changed its name to "Glassmaster Industries Inc." in connection with a split of its share capital on a one old share for two new shares basis.

Effective April 24, 1998, the Company continued its jurisdiction of registration from British Columbia to the State of Wyoming by filing a Certificate of Registration and Articles of Continuance in the office of the Secretary of State of Wyoming.

On January 19, 2000, the Company changed its name to "Interlink Systems Inc." in connection with a consolidation of its share capital on a ten old shares for one new share basis. On August 14, 2000, the Company changed its name to "iQuest Networks Inc." in connection with the acquisition of its interest in iNoize.com Software Ltd. (a company involved in the development of music transfer software). The Company also concurrently effected a consolidation of its share capital on a one new share for two old shares basis.

On October 28, 2003, the Company ceased operations as a company involved in the development of music transfer software. Also effective October 28, 2003, the Company’s shares were consolidated on the basis of one new share for every four old shares, and the authorized share capital was subsequently increased from 25,000,000 Common Shares to 100,000,000 Common Shares. In connection with the share consolidation, the Company changed its name to "Quest Ventures Inc.".

At a shareholders’ meeting held on June 22, 2004, the Company’s shareholders approved a change of its primary business focus to other business opportunities, including the acquisition, exploration and development of natural resources properties. At the Company’s annual meeting held on July 19, 2005, the Company’s shareholders approved a consolidation of its shares and concurrent name change. Effective April 24, 2006, the Company’s shares were consolidated on the basis of one new share for each two old shares and the Company also changed its name to “Dorato Resources Inc.”.

Effective August 21, 2006, the Company continued its jurisdiction of incorporation into British Columbia from Wyoming. The Company is governed by the Business Corporations Act (British Columbia) (“BCBCA”).

On October 18, 2007, the Company commenced its present business of acquiring and exploring natural resource properties by entering into five agreements with several Peruvian nationals and a Peruvian company to acquire options to earn a 100% interest in 70 mineral claims located in Peru and to acquire certain mining concessions. On April 24, 2008, the TSX Venture Exchange (the “TSX.V”) accepted for filing the documentation related to these option contracts, and the Company’s listing was transferred from the NEX to the TSX.V, effective April 25, 2008.

On October 23, 2013, the Company completed the alteration of its share capital by way of a consolidation of its issued share capital on the basis of one new share for every twenty old shares, thereby reducing the Company’s issued and outstanding Common Shares from 89,830,376 Common Shares to 4,491,518 Common Shares; and changed its name from “Dorato Resources Inc.” to “Xiana Mining Inc.”. Effective October 24, 2013, the Company commenced trading on the TSX.V under its new name and symbol XIA.

The Company’s head office, registered and records office and address for service is located at #507 – 837 West Hastings Street, Vancouver, British Columbia, Canada, the phone number is (604) 685-1017 and the fax number is (604) 408-7499.

The Company is a mineral exploration company engaged in the acquisition, exploration of mineral properties. The Company currently has the right to acquire an interest in a mineral property in Peru. The Company is in the exploration stage as its property has not yet reached commercial production and its property is beyond the preliminary exploration stage. There are currently no identified mineral resources or mineral reserves on the Company’s mineral property.

The Company entered into an option agreement to earn a 100% interest in the Deborah Property. Peruvian Government approval is required prior to exercising the option to acquire this property.

On September 16, 2011, the Company entered into an option agreement to acquire a 100% interest in the Deborah Gold property, Cajamarca, Peru. Under the terms of the option agreement, the Company can acquire a 100% interest in the property in exchange for cumulative payments of US$6,000,000 over a minimum of 5 years. The detailed terms of the option agreement are summarized in the table below.

The option agreement required an immediate payment of $50,000 on receipt of TSX.V approval (“Effective Date”). This payment was made and the Company commenced systematic surface exploration of the property in early February 2012. A second payment of $200,000 is payable on the commencement of drilling (“Drill Date”) and all subsequent payments are tied to this Drill Date. In addition, a royalty of $4.00 per ounce of gold produced is payable to the underlying vendors, up to a maximum of $2,000,000. There was no finder’s fee paid by the Company in connection with the Option Agreement.

Although the Deborah Gold Property title is currently in good standing as at March 23, 2018, the Company wrote-off the remaining $500,000 in carrying value of its exploration properties during the year ended January 31, 2014 (2013 - $5,459,566) due to the Company not having sufficient funds to perform further work on the Deborah Gold property and forfeiting the mineral leases on the other properties under option agreements.

During the year ended January 31, 2018, the Company issued 16,000,000 common shares at $0.10 per share for gross proceeds of $1,600,000 and incurred $8,750 of share issuance costs.

For a description of the material effects of government regulation on the Company’s business, see the disclosure contained under Item 5.A.

The Deborah Property is a ‘grassroots’ exploration project, meaning that there are no existing mine operations within the project area. Early stage exploration begins with review of satellite imagery and existing regional geology maps, followed by airborne geophysical surveys. Geophysical surveys are rapid assessment tools that help generate targets for further exploration. Advanced exploration is focused on initial drill-testing of these targets. This phase may involve anything from 5 to 50 drill holes depending on the type of mineral deposit encountered and the level of information required to make a decision to move forward. The ultimate aim is to discover a mineral deposit worthy of additional investigation.

Following advanced exploration, a project will move to resource definition if warranted. Drilling continues to define the deposit and ultimately an independent third party will calculate an initial resource. A project may go through several phases of drilling and resource estimation before a decision is made to move to more advanced studies.

Ultimately, a project would move through three phases of advanced studies called Preliminary Economic Assessment (also called a scoping study), Prefeasibility Study and a Feasibility Study. These studies may take several years. Ultimately on receipt of a positive feasibility study, a company is in a position to make a production decision – this is the final decision to build a mine and begin development work.

On May 27, 2016, the Company entered into a Share Purchase Agreement to sell a wholly-owned subsidiary in Peru, Dorato Peru S.A.C. (the “Subsidiary”) for a cash consideration of USD30,000.

Assets held by the subsidiary has been written-down and total liabilities of USD170,800 and any contingent liabilities will be assumed by the buyer, resulting in a gain of disposal of USD200,800.

Except as otherwise indicated, John Drobe, P.Geo., the Company’s former Vice-President of Exploration and a Qualified Person as defined by NI 43-101, has reviewed and is responsible for the technical information contained in this Annual Report on Form 20-F.

On September 28, 2011, the Company announced that it entered into an option agreement to acquire a 100% interest in the Deborah Gold property, Cajamarca, Peru. The property is located only one hour east of the city of Cajamarca, with good access via paved and dirt roads, and is nestled between several major ore deposits including Anglo American’s Michiquillay Copper-Gold Porphyry, located 6 kilometres to the southwest (631MT of 0.69% copper, 0.15 g/t gold, and 0.02% moly) and China Minmetals and Jiangxi Copper Corp’s El Galeno Copper-Gold Porphyry, located 6 kilometres to the north (661MT of 0.50% copper, 0.12 g/t gold), though it is not possible to determine if similar results will be obtained from the property.

There are several major, large scale producing mines and significant development projects in the belt and, more importantly, in the immediate vicinity of the property. The geology between all local deposits is similar, with mineralization related to Miocene dacite porphyry stocks intruding Lower to Upper Cretaceous carbonate and sandstone units, though it is not possible to determine if the Deborah property will be similar.

The Michiquillay deposit (6 kilometres to the southeast) is controlled by Anglo American Plc., who acquired the deposit in 2007, having submitted the winning bid in a public auction process. Anglo acquired the property for $403 million. The deposit hosts 631 Mt grading 0.69% copper, 0.15 g/t gold, with 100–200 ppm molybdenum. Exploration and resource definition is on-going.

The El Galeno and Hilorico deposits are controlled by Lumina Copper S.A.C., jointly owned by China Minmetals (60%) and Jiangxi Copper Corp. (40%). Copper Bridge Acquisition Corp (“CBAC”) acquired the deposit from Northern Peru Copper Corporation in 2008 for $455M. At the time of sale, the prefeasibility study estimated probable reserves of 661Mt grading 0.50% copper, 0.12 g/t gold, and 0.013% molybdenum.

The gold breccia at Hilorico, 1 kilometre northeast of Galeno on the adjacent El Molino concession, may be the closest geological analogue to Deborah property, although this interpretation will have to be tested by future exploration. Northern Peru Copper completed 13,000 metres of drilling at Hilorico before the transaction with CBAC in 2008. Historic drill intersections of note include 213 metres of 1.04 g/t Au and 1.6 g/t Ag, and 82.5 metres of 1.04 g/t Au. According to the 2007 Prefeasibility study (NI 43-101 compliant), the deposit contains Inferred Resources of 19.4MT at 0.65 g/t gold and 3.3 g/t silver (407,000 ounces using a 0.3g/t gold cut-off in the oxide zone,), with additional sulphide resources of 21.3MT at 0.93 g/t gold and 4.8 g/t silver (641,000 ounces at 0.5g/t gold cut-off).

The technical information with respect to the above deposits was obtained through the respective companies’ public disclosure documents, and has not been independently verified by the Company.

There are numerous exploration and small scale gold production adits on the Deborah property developed over the last 100 years targeting gold-rich structures, replacements and breccia bodies. Newmont Peru drilled 13 holes at Deborah in 2006 in the area of historic workings, targeting the down dip extension of the near vertical mantos (bedding parallel layer) of gold and silver-bearing sulphides and related SE trending breccia zones along the western edge and in the southeast corner of the concession. A large area of almost no outcrop in the centre of the property was not drill tested, nor surface sampled.

The underlying property vendors have provided historical exploration data from Newmont’s exploration drill program. Gold and silver assay results include:

These holes appear to have targeted breccia in quartzite adjacent to an area of sulphide veining in the southwest corner of the concession, where surface channel samples returned anomalous precious metal values.

Thick-bedded to massive quartzite of the Late Jurassic Chicama Formation and/or Lower Cretaceous Chimu Formation is intruded by hornblende granodiorite and dacite porphyry, the latter of which forms a large recessively weathered central stock on the property

Carbonate of the Santa Formation is present in the northeast corner of the concession, apparently in fault contact across a 1-5m wide pyrite-bearing breccia. These units are the same as those hosting mineralization at El Galeno 6 km to the northwest, and Michiquillay 6 km to the southwest.

The 13 holes drilled by Minera Yanacocha (Newmont) are concentrated in the area of historic workings, and appear to have targeted the down dip extension of the near-vertical gold-silver rich replacement bodies and related southeast trending breccia along the western edge of the concession. None of the holes were drilled under an extensive recessive zone northeast of the main quartzite hill, and neither was the area covered in the surface rock sampling. Part of this area was mapped as dacite porphyry, though it is much more recessive than the dacite porphyry to the south.

Mineralization at the Galeno porphyry deposit is also recessive and forms a topographically low area in the surrounding resistive quartzite. The central recessive zone at Deborah is therefore considered a prospective area, as this is where highly fractured and mineralized zones might be expected to occur. The recessive zone is in fact on strike with the tectonic breccia related to the regional Punre fault, which geologically connects Deborah with the Hilorico gold-breccia target east of Galeno, and may represent a splay of the structure. Also, the carbonate could be an important unit in terms of hosting disseminated mineralization in permeable (decalcified) sandy horizons along strike and adjacent to the mineralized breccia. This target has yet to be drill tested.

The first phase of surface exploration commenced in February 2012 following receipt of approvals for surface access from the land title holders. Soil lines spaced 100 meters apart, with samples spaced 50 meters apart were covered a 120 Ha core area of the property. Outcrops within this area were also chip sampled, mostly over 1-2 meter lengths. Assay results from soils returned a maximum value of 1.78 g/t gold, with 20% of the soil samples returning >0.129 g/t gold and 10% returning >0.284 g/t gold. The sampling has defined two gold anomalies that are approximately 400 meters each in extent when contoured at the 0.1 g/t gold level. Both anomalies show a strong correlation with pathfinder elements arsenic and antimony, as well as silver and lead. Overburden, comprising quartzite talus from the main ridge, covers the area between the two anomalies and possibly mineralization linking them into a singular northeast-trending zone.

The central anomaly is a circular feature at the intersection of northwest- and southwest-trending structures, on the northeast flank of the main ridge. One artisanal working was discovered, and breccia within this assayed 0.43 g/t gold over 2 meters. The central anomaly has significantly less silver than the soil anomaly over the western breccias drilled by Newmont in 2006, suggesting a different type of mineralization. The north-eastern anomaly abuts the eastern boundary of the concession and is open to the north. One rock sample from the south edge of the anomaly returned 1.24 g/t gold over 1.5 meters.

The soil samples returned better gold values than the soil samples, supporting the exploration model that gold mineralization at Deborah is hosted by recessive, sulphide-rich material that does not crop out well and remains under-sampled.

The second phase of surface work will be approximately 800 meters of hand-trenching on both central and northeast anomalies, with additional soil samples to close off the northeast anomaly. Some test pits will also be excavated in the area of talus to determine depth to bedrock, and sampled where appropriate. Results from the second phase of work will identify follow-up drill targets.

John Drobe, P.Geo., the Company’s former Vice President of Exploration and a qualified person as defined by National Instrument 43-101, reviews and is responsible for the scientific and technical information that forms the basis of all public disclosures. Mr. Drobe is not independent of the Company as he is a former officer.

The Company has Quality Assurance/Quality Control (QA/QC) protocols in place for all drilling, geophysics, rock, soil, and stream sediment sampling programs as part of all geochemical sampling, sample preparation, sample shipping and sample analysis and compilation procedures.

Quality control and quality assurance is implemented in the field and results are monitored regularly throughout the sampling programs. Blind certified reference material, certified coarse blank material, quarter-core duplicates and preparation duplicates are inserted at regular intervals (1/20) into the sample sequence. On-site personnel rigorously collect and track samples which are then security sealed and trucked by a third party shipper to either the ACME affiliate preparation laboratory in Cuenca, Ecuador, for the Cordillera del Condor project, or to ALS Laboratories in Lima, Peru, for the Deborah property. Here the samples’ weights are recorded and the samples are cross-referenced with the sampling list.

For samples sent to ACME, after coarse crushing and pulverizing to >80% passing 200 mesh, a 250g split is forwarded to ACME Analytical Laboratories (“ACME”) in Vancouver, BC, Canada for analysis. ACME's quality system complies with the requirements for the international standards ISO 9001:2008 and ISO 17025:2005. Samples are analysed for gold by fire assay (30g) and forty additional elements by four-acid digestion with an ICP-MS finish. Any sample over 10 g/t gold are re-analysed by gravimetric fire assay (30g) for gold and silver. Any sample returning over 1% copper, lead or zinc are re-analysed by the base metal assay method with an ICP-OES finish. Analytical accuracy and precision are also regularly monitored by the laboratory through the analysis of reagent blanks, reference material and replicate samples. In addition, representative blind duplicate samples are routinely forwarded to an ISO-compliant third party laboratory for additional quality control.

Soil samples sent to ALS Peru are sieved to passing 180 microns (80 mesh) and then 25g (gold) and 0.5g (51 element) splits are dissolved using an aqua-regia digestion, followed by an ICP-MS finish. Rock samples are crushed to 70% passing 2mm , then 250g are pulverized to 75% passing 75 microns. They are then analysed for gold by fire assay (25g) and 33 elements by four-acid digestion with an ICP-AES finish (>1.0g). The ALS analytical laboratory in Lima is ISO 9001:2008 and ISO 17025:2005 certified.

The Company is in the business of acquiring, exploring and evaluating interests in mineral properties. The Company’s current property interests are held for the purposes of exploration for precious and base metals.

A net loss of $285,490 for the year ended January 31, 2018 was incurred compared to a net loss of $1,807,330 in the prior year.

Consulting fees of $150,929 (2017 - $199,066) decreased as a result of a consultant ceasing to work for the Company.

Loss on settlement of debt of $Nil (2017 – $1,738,603) due to a loss recognized from the settlement of debt with issuance of shares in the prior year.

Office and miscellaneous expenses of $58,395 (2017 – $34,273) increased as a result of office rent and general office expenses in the current year.

Travel and promotion of $35,590 (2016 – $43,134) decreased due to less trips taken for business meetings during the current year.

Write-off of accounts payable of $25,107 (2017 - $Nil) due to outstanding debt which passed the statute of limitations.

A net loss of $1,807,330 for the year ended January 31, 2017 was incurred, compared to a net loss of $74,072 in the same period last year.

Consulting fees of $199,066 (2016 - $157,870) increased due to an increase in activity during the current fiscal year compared to prior period.

Gain on foreign exchange of $4,859 (2016 – loss of $22,964) decreased primarily due to a change in foreign exchange on the Peruvian accounts payable.

Office and miscellaneous expenses of $34,273 (2016 - $22,010) increased primarily due to an increase in activity.

Professional fees of $28,240 (2016 - $14,550) increased primarily due to higher legal fees and accounting fees incurred by the Company in the current year.

Regulatory fees of $13,985 (2016 - $19,868) decreased due to lower filing activity in the current year compared to prior year.

Travel and promotion of $43,134 (2016 - $ 1,727) increased primarily due to more trips taken during the current year.

The Company’s mineral rights in Peru are currently subject to regulations that may be subject to change, and may become subject to new regulations, which could impose significant costs and burdens.

Exploration activities in Peru depend on mining concessions for exploration and ultimately for exploitation works, obtained from the Geologic, Mining and Metallurgic Institute (Instituto Geológico Minero Metalúrgico), or the INGEMMET. In addition, operations in Peru depend on obtaining other administrative rights, such as provisional permits, from the Ministry of Energy and Mines, or the MEM, and for exploration rights on the area of a claim. In Peru, ownership of a mining concession by a foreign entity within 50 kilometres of the national border is subject to issuance of a Supreme Decree from the Peruvian Government. The Company’s option property is within 50 kilometres of the Peruvian national border. Thus, the Company must obtain a Supreme Decree from the Peruvian Government in respect of all of the mining concessions comprising the Company’s properties. In addition, the terms of the option agreement through which the Company hold its property interest require issuance of a Supreme Decree before the options can be exercised.

Under Peru’s current regulatory regime, mining concessions for the exploration and exploitation of minerals have an indefinite term, subject to compliance by the titleholder with the obligations set forth by the General Mining Act (Ley General de Minería), or the LGM. Compliance with such obligations is required to maintain the mining concessions in good standing. Among such obligations are the payment of an Annual Concession Fee (equivalent to U.S.$3 per hectare) and compliance with a minimum annual production target. Failure to pay the Annual Concession Fee for any two consecutive or non-consecutive years may result in the cancellation of the relevant mining concession.

If the INGEMMET or the MEM revoke or cancel any of the Company’s option concession, the Company’s financial condition and results of exploration activities could be adversely affected.

On June 24, 2004, the Peruvian Congress approved the Mining Royalty Law, which established a mining royalty that owners of mining concessions must pay to the Peruvian government for the exploitation of metallic and non-metallic resources. This royalty is calculated on a sliding scale with rates ranging from 1% to 3% over the value of mineral concentrates based on international market prices. As provided by the Mining Royalty Law, effective since January 26, 2007, the Peruvian Tax Authority is responsible for the collection of mining royalties.

There can be no assurance that the Peruvian government will not impose additional mining royalties or payments in the future or that they will not have an adverse effect on future operations. The Company has no mining operations on its property.

In general terms, the principal regulator of mining activities in Peru is the Ministry of Energy and Mines, or the MEM, through its General Bureau of Mining (Dirección General de Minería), or DGM, and its General Bureau of Mining and Environmental Affairs (Dirección General de Asuntos Ambientales Mineros), or DGAAM. Other regulatory institutions are the Geological, Mining and Metallurgical Institute (Instituto Geológico Minero Metalúrgico), or the INGEMMET; the Supervisory Body of Investment in Energy and Mining (Organismo Supervisor de la Inversión en Energía Minería), or the OSINERGMIN; and the Assessment and Environment Supervising Agency (Organismo de Evaluación y Fiscalización Ambiental), or the OEFA, which was created in 2008 and entered into operation in 2010.

The DGM is the senior body of the MEM overseeing the mining industry. It reports directly to the Office of the Vice-Minister of Mining and is responsible for, among other things, the promotion of mining activities, the granting of beneficiation, ore transportation and general working concessions, the proposal of welfare, health and safety regulations.

The DGAAM has the following duties, among others: (i) propose policy and legal provisions for environmental conservation and protection in the mining sector; (ii) approve technical standards for the appropriate application of regulations on environmental conservation and protection to apply to activities of the mining sector; and (iii) assess environmental and social impacts derived from activities of the mining sector, establishing the preventive and corrective measures necessary to control such impacts.

The INGEMMET has the following duties, among others: (i) process mining claims, grant titles to mining concessions and act on applications relating to mining rights pursuant to law; (ii) keep the National Mining Land Register (Catastro Minero); administer and distribute the Annual Concession Fee, or ACF, and collect any penalties for failure to meet minimum annual production targets; and (iii) cancel mining claims or mining concessions pursuant to applicable laws.

The OSINERGMIN supervises and inspects mining activities as regards matters of mine safety and health. Until July 2010, OSINERGMIN also oversaw the environmental compliance of mining activities.

Since July 2010, all supervising, inspecting and sanctioning duties regarding environmental matters have been undertaken by the Organization for Environmental Assessment (Organismo de Evaluación Ambiental), or the OEFA. The OEFA is also responsible for proposing to the Ministry of Environment the scale of penalties applicable to each type of infringement pursuant to the Environmental Act.

In accordance with the LGM, mining activities (except surveying, prospecting and trading) must be performed exclusively under the concession system. A concession confers upon its holder the exclusive right to develop a specific exploration activity within a defined area.

Mining concessions confer the right to explore and exploit the mineralization granted which is within a solid of undefined depth, limited by vertical planes corresponding to the sides of a square, rectangle or closed polygon, the vertices of which refer to Universal Transversal Mercator, or UTM, coordinates. A mining concession is a real property interest independent and separate from surface land located within the UTM coordinates of the concession. It is granted by the INGEMMET. Once the claimed area is subject to a mining concession, the titleholder must register its title with the Public Mining Registry (Registro de Derechos Mineros) administered by the National Superintendent of Public Registers (Superintendencia Nacional de Registros Públicos) where all the agreements, resolutions and acts thereto must also be registered.

Holders of mining concessions or pending claims for mining concessions must comply with several obligations, including payment of the ACF, which is equivalent to U.S.$3.00 per hectare per year. Default in payment of the ACF for two consecutive or non-consecutive years may result in cancellation of the relevant concession or claim.

During the 1990s, a modern environmental practice that conforms to the international environmental standards was established and made generally applicable to most of the mining industry. In 1990, the Environmental Code was enacted, which established for the first time a legal and institutional system to preserve the environment. In 1993, the Environmental Protection Regulations for Mining and Metallurgical Activities were enacted. On October 15, 2005, the Environmental Act completely repealed and replaced the Environmental Code.

As of July 2010, OEFA, rather than OSINERGMIN, is responsible for performing periodic Environmental Audits to supervise compliance with the commitments undertaken in the respective EIAs and/or PAMA.

Cash was $873,863 as at January 31, 2018, compared to $956 as at January 31, 2017. As at January 31, 2018, the Company had a working capital of $842,194 compared to a working capital deficiency of $325,140 as of January 31, 2017.

During the year ended January 31, 2018, the Company issued 16,000,000 common shares at $0.10 per share for gross proceeds of $1,600,000 and incurred $8,750 of share issuance costs.

The Company’s consolidated financial statements for the year ended January 31, 2018 includes a note stating that its ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. At the present time, the Company anticipates that its current liquidity and capital resources will not be sufficient to fund its planned operations for the next year. The Company will require additional financing to fund its planned exploration of its current exploration property and to continue its operations (including general and administrative expenses). There is significant uncertainty that the Company will be able to continue to secure additional financing in the current equity markets. The quantity of funds to be raised and the terms of any proposed equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. No assurance can be provided that the efforts of management will be successful.

The Company has not entered into any long-term lease commitments nor is the Company subject to any mineral property commitments.

All of the Company’s cash and cash equivalent reserves are on deposit with a major Canadian chartered bank. The Company does not believe that the credit, liquidity or market risks with respect thereto have increased as a result of current market conditions.

The Company has no revenue generating operations from which it can internally generate funds. To date, the Company’s on-going operations have been predominantly financed by the sale of its equity securities by way of private placements and the subsequent exercise of share purchase warrants and options. When acquiring an interest in exploration properties through purchase or option the Company will from time to time issue Common Shares to the vendor or optionor of the property as partial or full consideration for the property interest in order to conserve its cash.

In June 2013, as a result of its inability to raise sufficient funds to pay the outstanding property taxes owing on the properties comprising the Cordillera del Condor Project, the Company forfeited the mineral leases on these properties. The Company is conserving its working capital to the extent possible while still focusing on the development of its Peruvian mineral property.

During fiscal year 2015, a related party provided the Company with short-term loans of $29,924. The loans were non-interest bearing with no terms of repayment.

We do not have any material off balance sheet 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 resources.

The following table sets out the current directors and executive officers of the Company and all positions and offices held with the Company.

Anton (Tony) J. Drescher received a Diploma in Financial Management from the British Columbia Institute of Technology in June 1974 and obtained his Certified Management Accountant designation in October 1981. Mr. Drescher is the President and a director of Harbour Pacific Capital Corp. a company providing administrative and consulting services mainly to public companies. Mr. Drescher has served as director of the Company since December 1998, was President and Chief Executive Officer of the Company from August 21, 2006 to December 1 2008, and was Interim President and Chief Executive Officer from October 31, 2011 to March 2, 2012. On March 2, 2012 Mr. Drescher became the Chief Financial Officer of the Company. Mr. Drescher also currently serves as a director and/or officer of the following exchange listed companies: International Tower Hill Mines Ltd., Trevali Mining Corporation and Corvus Gold Inc., all Toronto Stock Exchange (“TSX”) listed companies and, Oculus VisionTech Inc., a TSX Venture Exchange listed company. Mr. Drescher is also a director of Ravencrest Resources Inc. and River Wild Exploration Inc., both of which are Canadian Securities Exchange (“CSE”) listed companies.

Carlos Ballon is a graduate of Colorado School of Mines and an experienced mining engineer. Mr. Ballon managed the Santander Mine in Peru from 1985 to 1993 before revamping the project and vending it to Trevali Mining Corporation. More recently he was VP South America for Corriente Resources Ltd., a director of Thiess South America (Australia's largest contract miner) where he managed major engineering works at Tintaya and Yanacocha in Peru and a Manager South America for Cardero Resource Corp. Mr. Ballon is a director, SHC Groupe Pte Ltd and General Manager, Minera Koripampa del Peru S.A.

Robert Baxter brings over 30 years of experience, principally in Latin America, in the mining industry. Mr. Baxter is the General Manager of Baxter Consultants Engineering, a consulting company located in Peru. From May 2000 to September 2000, he held the position of Business Development Coordinator Americas for North Limited, a senior Australian mining company acquired by Rio Tinto, PLC in October 2000. Also at North Limited, Mr. Baxter held the posts of Regional Geologist, Americas from June 1999 to May 2000 and Regional Manager (Chile/Argentina) from November 1996 to June 1999. Mr. Baxter was previously a director of Petaquilla Minerals Ltd. and was also a director of Chariot Resources Ltd. which was sold to China Sci Tech, a Hong Kong listed company. Mr. Baxter was the Chairman of the board of directors of Marcobre S.A.C., a 100% fully owned subsidiary of China Sci Tech, until September 2010. He was President, director and Chief Operating Officer of Norsemont Mining Inc. until March 2011 when the company was acquired by Hudbay Minerals. Mr. Baxter is also a director of Pan Global Resources Inc, Indico Resources Limited and Prism Resources Inc. Mr. Baxter has a Bachelor of Applied Science (Honours) degree from the University of New South Wales and is a Fellow of the Australian Institute of Mining and Metallurgy (FAusIMM).

Brian Kerzner has been a successful entrepreneur in retailing and real estate since 1987. Mr. Kerzner is the Founder and President of Rocky Mountain Chocolate Factory Canada Inc., which operates retail chocolate stores from coast to coast in Canada. He has also founded several other private companies that have completed extensive residential and commercial development in Toronto, Phoenix, Whistler and Vancouver. Mr. Kerzner has been extensively involved in providing seed capital for many successful public and private companies in the resources, environmental and technology sectors. Mr. Kerzner is an Honours graduate of the University of Toronto, Bachelor of Commerce (B.Com) program (May, 1983). Mr. Kerzner is also a director of: Pan Global Resources Inc. (since February 2016); Indico Resources Ltd. (since October 2012); Prism Resources Inc. (since December 2011) and Norsemont Mining Inc. (since August 2005). He is also a member of the BC Children’s Hospital Circle of Care and is actively involved in many other charitable organizations.

Timothy C. Moody is an Independent Director at Prism Resources, Inc. and a President, Chief Executive Officer & Director at Pan Global Resources, Inc. He is on the Board of Directors at Xiana Mining, Inc., Indico Resources Ltd., Prism Resources, Inc. and Pan Global Resources, Inc. Mr. Moody was previously employed as a Director-Business Development by Rio Tinto Minerals Development Ltd. He also served on the board at Baikal Mining Co. LLC. He received his undergraduate degree from the University of New England.

Mark Palmer is Investment Director at Tembo Capital Management Ltd. Mark Palmer has a B.Sc. in Mining Geology from University College Cardiff and spent 12 years working in Australia, including 8 years with Dominion Mining. In 1994, Mark joined NM Rothschild & Sons Limited in the London mining project finance and hedging team assessing mines and projects globally. In 1997, he moved to the investment banking team at UBS to focus on global mergers and acquisitions, equity and debt financing in the mining sector. Mark ran the EMEA mining team at UBS for 8 years. In 2014, Mark joined Canaccord Genuity as Vice Chairman responsible for mining sector coverage.

All of the Company’s directors are also directors, officers or shareholders of other companies that are engaged in the business of acquiring, developing and exploiting natural resource properties including properties in countries where we are conducting our operations. Such associations may give rise to conflicts of interest from time to time. Such a conflict poses the risk that we may enter into a transaction on terms which place us in a worse position than if no conflict existed. Our directors are required by law to act honestly and in good faith with a view to our best interests and to disclose any interest which they may have in any project or opportunity of the company. However, each director has a similar obligation to other companies for which such director serves as an officer or director.

The following table identifies, as of March 23, 2018, the name of each officer and director and any company (i) which employs such officer or director, (ii) for which such officer or director currently serves as an officer or director, or (iii) which is affiliated with such officer or director:

For the fiscal year ending January 31, 2018, the Company paid or accrued an aggregate of $118,280 in cash compensation to directors and senior management as a group.

Under applicable Canadian securities laws, the Company is required to disclose the compensation paid to its Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) and each of the three most highly compensated executive officers, or individuals acting in a similar capacity, as of the end of the Company’s most recently completed financial year, whose total compensation exceeded Cdn $150,000. In the case of the Company, only the compensation of the individuals serving as CEO and CFO as of the end of the Company’s most recently completed financial year is required to be disclosed (collectively, the CEO and CFO are referred to as the “NEOs”). The following table sets out the compensation paid to the NEOs for the fiscal years ended January 31, 2018, January 31, 2017 and January 31, 2016.

During the fiscal year ended January 31, 2018, no incentive stock options were granted to the Named Executive Officers.

The Company had no stock option exercises during the fiscal year ended January 31, 2018 by the NEOs and there are currently no outstanding stock options in the Company.

The Company does not provide retirement benefits for directors or senior management.

Except as noted below, the Company had no arrangements, standard or otherwise, pursuant to which directors were compensated by the Company for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as a consultant or expert during the fiscal year ended January 31, 2018.

On December 1, 2008, the Board approved the payment of an annual retainer and meeting fees to the directors who are not also executive officers of the Company, in recognition of the fact that service as a director in an active resource exploration company such as the Company requires a significant commitment of time and effort, as well as the assumption of increasing liability. Directors who were not executive officers and did not receive any consulting fees from the Company received a monthly retainer fee of $2,000 ($24,000 per annum), plus an additional fee of $500 per Board or committee meeting attended in person or by conference telephone, with no additional compensation paid with respect to committee membership. Commencing July 2011, in effort to reduce costs of the Company the directors fees were reduced to $Nil until further notice.

Directors who are not also executive officers are also eligible to receive incentive stock options. No incentive stock options were granted during the financial year ended January 31, 2018 to the directors of the Company who were not executive officers.

The Board is elected at each annual general meeting of the shareholders. Each director elected will hold office until the next annual meeting or until his successor is duly elected or appointed, unless his office is earlier vacated in accordance with the BCBCA. See Item 6.A – Directors and Senior Management - for dates directors were first elected to the Board. No director has a service contract with the Company or any of its subsidiaries providing for benefits upon termination of employment.

At the Board of Directors meeting following each annual general meeting, the directors must elect an audit committee to hold office until the next annual general meeting consisting of no fewer than three directors, of whom a majority must not be officers or employees or a “control person”, of the Company or of any affiliate or associate of the Company. A “control person” means any person that holds or is one of a combination of persons that holds a sufficient number of securities of the Company so as to affect materially the control of the Company or that holds 20% or more of the voting securities of the Company.

Before a financial statement that is to be submitted to an annual general meeting is considered by the directors, it must be submitted to the Audit Committee for review, and the report of the Audit Committee on the financial statements must be submitted to the directors thereafter.

As at January 31, 2018, the Company had no employees. The Company retains consultants to perform administrative and financial accounting/bookkeeping services. The Company did not employ temporary employees during the fiscal year.

The following table sets out the beneficial ownership of Common Shares by the Company’s directors and NEOs listed in Item 6.B as of March 23, 2018.

At the annual general meeting held on July 30, 2008, the shareholders approved the 2008 Stock Option Plan of the Company (the “Plan”).

The purpose of the Plan is to recognize contributions made by directors, officers, consultants and employees of the Company and to provide for an incentive for their continuing relationship with the Company.

Pursuant to the policies of the TSX.V, we must seek shareholder approval for the Plan at each annual meeting as the Plan is considered a “rolling plan”. The Plan was ratified by shareholders at the annual meeting held on September 27, 2013.

As of March 23, 2018, there were no stock options outstanding; however, the Company may in the future grant options to eligible participants in accordance with the Plan. Based on the outstanding Common Shares, as at March 23, 2018, options with respect to 4,946,815 Common Shares are available for grant under the Plan.

There are currently no stock options held by our NEOs and directors listed in Item 6.B as of March 23, 2018.

As at March 23, 2018, to the knowledge of management, the following shareholders are the only persons who beneficially own 5% or more of the issued and outstanding Common Shares:

None of the shareholders disclosed above have any voting rights with respect to their respective Common Shares that are different from any other holder of Common Shares. All of the Common Shares, both issued and unissued, are shares of the same class and rank equally as to dividends, voting powers and participation of powers. Accordingly, there are no special voting powers held by the Company’s major shareholders.

As of March 23, 2018, there were 49,468,155 Common Shares issued and outstanding. The Company’s shareholder list as provided by Computershare Investor Services, Inc., the Company’s registrar and transfer agent, indicates that the Company had 36 registered shareholders owning Common Shares, of which 14 of these registered shareholders, holding approximately 1,288,618 (2.6%) Common Shares are residents of the United States and 8 of these registered shareholders, holding approximately 46,788,638 (94.58%) Common Shares, are residents of Canada.

To the best of our knowledge, the Company is not directly or indirectly owned or controlled by another corporation, any foreign government, or any other natural or legal person, severally or jointly.

As of the date of this Annual Report, there are no arrangements known to us which may at a subsequent date result in a change of control.

Except as noted below, there have been no transactions or loans since February 1, 2011 which are material to the Company or a related party, or are unusual in their nature or conditions, and have been entered into, or are proposed to be entered into, between the Company and (a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the Company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the Company, and close members of any such individual’s family; (d) key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of the Company, including directors and senior management of the Company and close members of such individuals’ families; and (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence. This includes enterprises owned by directors or major shareholders of the Company and enterprises that have a member of key management in common with the Company. Close members of an individual’s family are those that may be expected to influence, or be influenced by, that person in their dealings with the Company. An associate is an unconsolidated enterprise in which the Company has a significant influence or which has significant influence over the Company. Significant influence over an enterprise is the power to participate in the financial and operating policy decisions of the enterprise but is less than control over those policies. Shareholders beneficially owning a 10% interest in the voting power of the Company are presumed to have a significant influence on the Company.

See the Company’s audited consolidated financial statements as of January 31, 2018 and 2017 and for the fiscal years ended January 31, 2018, 2017 and 2016, together with the notes thereto, attached to this annual report.

The Company is not aware of any current or pending material legal or arbitration proceeding to which we are or are likely to be a party or of which any of our properties are or are likely to be the subject.

The Company is not aware of any material proceeding in which any director, senior manager or affiliate is either a party adverse to us or our subsidiaries or has a material interest adverse to us.

The Company has not declared or paid any cash dividends on our capital stock. The Company does not currently expect to pay cash dividends in the foreseeable future.

The following table discloses the annual high and low sales prices in Canadian dollars for our Common Shares for the five (5) most recent financial years as traded on the TSX Venture Exchange (“TSX.V):

The following table discloses the high and low sales prices in Canadian dollars for our Common Shares for each quarterly period within the two most recent fiscal years and any subsequent quarterly period as traded on the TSX.V:

The following table discloses the monthly high and low sales prices in Canadian dollars for our Common Shares for the most recent six months as traded on the TSX.V:

The Company’s Common Shares are listed on the TSX.V, under the trading symbol “XIA.” There are currently no restrictions on the transferability of these shares under Canadian securities laws. We are also quoted on the Berlin Stock Exchange – Unofficial Regulated Market and the Frankfurt Stock Exchange under the symbol “DO5”.

Effective August 21, 2006, we continued our jurisdiction of incorporation into British Columbia from Wyoming. Our new form of Articles, as approved by our shareholders at our annual meeting held on August 9, 2006 (adjourned from July 17, 2006), were adopted on the date of continuation.

Under the BCBCA we are permitted to conduct any lawful business that we are not restricted from conducting by our Articles, which does not contain any restriction on the business we may conduct.

A director who, in any way, directly or indirectly, is interested in a proposed contract or transaction with us must disclose in writing the nature and extent of the director's interest at a meeting of directors and abstain from voting on approval of the matter. Our Articles permit an interested director to be counted in the quorum and the BCBCA provides that a director of a company is not deemed to be interested in a proposed contract or transaction merely because the proposed contract or transaction relates, among other things, to an indemnity, liability insurance or the remuneration of a director in that capacity. Hence, directors can vote compensation to themselves or any of their members. The board of directors has the power to borrow, issue debt obligations and to charge our assets on the terms and conditions they consider appropriate, provided only that such power is exercised bona fide and in our best interests. There is no mandatory retirement age for directors. A director is not required to have any share qualification.

The Company has only one class of Common Shares, without any special rights or restrictions. The dividend entitlement of a shareholder of record is fixed at the time of declaration by the board of directors. A vested dividend entitlement does not lapse, but unclaimed dividends are subject to a statutory six year contract debts limitation. Each common share is entitled to one vote on the election of each director. There are no cumulative voting rights, in consequence of which a simple majority of votes at the annual meeting can elect all of our directors. Each common share carries with it the right to share equally with every other common share in dividends declared and in any distribution of our surplus assets after payment to creditors on any winding up, liquidation or dissolution. There are no sinking fund provisions. All Common Shares must be fully paid prior to issue and are thereafter subject to no further capital calls by us. There exists no discriminatory provision affecting any existing or prospective holder of Common Shares as a result of such shareholder owning a substantial number of shares.

Under the BCBCA, the rights of shareholders may be changed only by the shareholders passing a special resolution approved by 2/3 of the votes cast at a special meeting of shareholders, the notice of which is accompanied by an information circular describing the proposed action and its effect on the shareholders.

The Board of Directors must call an annual general meeting once in each calendar year and not later than 15 months after the last such meeting. The Board may call an extraordinary general meeting at any time. Notice of such meetings must be accompanied by an information circular describing the proposed business to be dealt with and making disclosures as prescribed by statute. A shareholder or shareholders having in the aggregate 5% of our issued shares may requisition a meeting and the Board is required to hold such meeting within four months of such requisition. Admission to such meetings is open to registered shareholders and their duly appointed proxies. Others may be admitted subject to the pleasure of the meeting.

The Company’s Notice of Articles and Articles contain no limitations on the rights of non-resident or foreign shareholders to hold or exercise rights on our shares. Except for the Investment Canada Act, which requires certain transactions to be approved by the Minister of Industry and/or the Minister of Canadian Heritage as being of net benefit to Canada before they may proceed, there is no limitation at law upon the right of a non-resident to hold shares in a Canadian company.

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

There is no provision in our Articles setting a threshold or requiring or governing disclosure of shareholder ownership above any level. Securities Acts, regulations and the policies and rules thereunder in the Provinces of Alberta and British Columbia and in the United States, where we are a reporting company, require any person holding or having beneficial ownership or control or direction of more than 10% of our issued shares to file insider and other reports disclosing such share holdings.

The Company has not been a party to any material contracts for the two years immediately preceding the publication of this annual report is listed as an exhibit to this annual report.

There are no governmental laws, decrees or regulations in Canada relating to restrictions on the export or import of capital, or affecting the remittance of interest, dividends or other payments to non-resident holders of our common stock. See “Taxation” below.

The following is a summary of the material anticipated tax consequences of an investment by an investor not resident or deemed resident in Canada, under Canadian tax laws and any applicable bilateral income treaty. This summary does not apply to an investor that carries on, or is deemed to carry on, an insurance business in Canada or elsewhere or an “authorized foreign bank” as defined in the Income Tax Act (Canada).

The discussion of Canadian federal income considerations is not exhaustive of all possible Canadian federal income tax considerations and does not take into account provincial, territorial or foreign tax considerations. It is not intended to be, nor should it be construed to be, legal or tax advice to any particular holder of Common Shares. Prospective purchasers of our Common Shares, including non-resident insurers carrying on business in Canada, are advised to consult with their advisors about the income tax consequences to them of an acquisition of Common Shares. The discussion of Canadian federal income considerations assumes that holders of Common Shares hold their Common Shares as capital property, deal at arm's length and are not affiliated with us, are not "financial institutions" or "specified financial institutions" as defined in the Income Tax Act, an interest in which would be a "tax shelter investment" as defined in the Income Tax Act, has not made an election under the Income Tax Act to determine their Canadian tax results in a foreign currency and do not use or hold their Common Shares in, or in the course of, carrying on a business in Canada and has not acquired them in one or more transactions considered to be an adventure in the nature of trade. The discussion of Canadian federal income considerations is based on the current provisions of the Income Tax Act and the regulations under the Income Tax Act, all proposed amendments to the Income Tax Act and the Act regulations announced by the Minister of Finance (Canada) as at the date hereof, the current administrative policies and assessing practices of the Canada Revenue Agency, and the current provisions of the published Canada-United States Tax Convention (1980). It has been assumed that any proposed amendments to the Income Tax Act and the regulations thereto will be enacted in substantially their present form. This discussion does not take into account or anticipate any change in law, administrative policy or assessing practice, whether by legislature, regulatory, administrative, governmental or judicial decision or action, nor does it take into account the tax laws of any province or territory in Canada or of any jurisdiction outside of Canada, which may differ significantly from the Canadian Federal income tax considerations discussed therein.

The anticipated tax consequences may change, and any change may be retroactively effective. If so, this summary may be affected. Further, any variation or difference from the facts or representations recited here, for any reason, might affect the following discussion, perhaps in an adverse manner, and make this summary inapplicable.

Under the Income Tax Act, amounts paid or credited on account or in lieu of payment of, or in satisfaction of, dividends, including stock dividends, to holders of our Common Shares that are resident in a country other than Canada will be subject to Canadian withholding tax of 25% of the amount of the dividend. The rate of withholding tax may be reduced in accordance with the terms of a bilateral income tax treaty between Canada and the country in which a holder of Common Shares is resident.

Under the Canada-United States Tax Convention (1980), when the recipient of a dividend on the Common Shares is the beneficial owner of the dividend, does not have a "permanent establishment" in Canada, and is considered to be a resident of the United States and a "qualifying person" under the Canada-United States Tax Convention (1980), the rate of Canadian withholding tax on the dividends will generally be reduced to 15% of the gross amount of the dividends or, if the recipient is a corporation which owns at least 10% of our voting stock, to 5% of the gross amount of the dividends. Dividends paid or credited to a holder that is a United States tax-exempt organization, as described in Article XXI of the Canada-United States Tax Convention (1980), will not have to pay the Canadian withholding tax.

A holder of Common Shares will not be required to pay tax for a capital gain on the disposition of a common share unless the common share is "taxable Canadian property" of the holder as defined by the Income Tax Act, and no relief is afforded under the Canada-United States Tax Convention (1980). A common share will generally be taxable Canadian property to a holder if the common share is listed on a designated stock exchange within the meaning of the Income Tax Act (which includes the TSX.V) and at any particular time during the 60-month period that ends at that time (i) the holder, or persons with whom the holder did not deal at arm's length (within the meaning of the Income Tax Act), or any combination of these parties, owned 25% or more of the issued shares of any class of our shares, and (ii) more than 50% of the fair market value of the shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource properties”, “timber resource properties” (each as defined in the Income Tax Act and options in respect of or interests in, or for civil law rights in any such properties. Where a common share is taxable Canadian property to a U.S. resident holder who is a "qualifying person" for purposes of the Canada-United States Tax Convention (1980) it will generally exempt such holder from tax on the disposition of the common share provided its value is not, at the time of the disposition, derived principally from real property situated in Canada. This relief under the Canada-United States Tax Convention (1980) may not be available to a U.S. resident holder who had a "permanent establishment" available in Canada during the 12 months immediately preceding the disposition of the common share where the common share constitutes business property and where any gain on the disposition of the share is attributable to such permanent establishment.

Under the Income Tax Act, the disposition of a common share by a holder may occur in a number of circumstances including on a sale or gift of the share or upon the death of the holder. There are no Canadian federal estate or gift taxes on the purchase or ownership of the Common Shares.

If we repurchase our Common Shares from a holder of our Common Shares (other than a purchase of Common Shares on the open market in a manner in which shares would be purchased by any member of the public in the open market), the amount paid by us that exceeds the "paid-up capital" of the shares purchased will be deemed by the Income Tax Act to be a dividend paid by us to the holder of our Common Shares. The paid-up capital of our Common Shares may be less than the holder's cost of its Common Shares. The tax treatment of any dividend received by a holder of our Common Shares has been described above under "Dividends on our Common Shares."

A holder of our Common Shares will also be considered to have disposed of its Common Shares purchased by us for proceeds of disposition equal to the amount received or receivable by the holder on the purchase, less the amount of any dividend as described above. As a result, the holder of our Common Shares will generally realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition, net of any costs of disposition and adjusted for any deemed dividends, exceed (or are exceeded by) the adjusted cost base of these shares. The tax treatment of any capital gain or capital loss has been described above under "Disposition of Common Shares."

The following is a general summary of certain U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from and relating to the acquisition, ownership, and disposition of Common Shares.

This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder arising from and relating to the acquisition, ownership, and disposition of Common Shares. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax consequences to such U.S. Holder, including specific tax consequences to a U.S. Holder under an applicable tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any U.S. Holder. Each U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences relating to the acquisition, ownership and disposition of Common Shares.

No legal opinion from U.S. legal counsel or ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, and contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the positions taken in this summary.

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed), published rulings of the IRS, published administrative positions of the IRS, the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended (the “Canada-U.S. Tax Convention”), and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this document. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.

For purposes of this summary, the term "U.S. Holder" means a beneficial owner of Common Shares that is for U.S. federal income tax purposes:

For purposes of this summary, a “non-U.S. Holder” is a beneficial owner of Common Shares that is not a U.S. Holder. This summary does not address the U.S. federal income tax consequences to non-U.S. Holders arising from and relating to the acquisition, ownership, and disposition of Common Shares. Accordingly, a non-U.S. Holder should consult its own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences (including the potential application of and operation of any income tax treaties) relating to the acquisition, ownership, and disposition of Common Shares.

This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special provisions under the Code, including the following U.S. Holders: (a) U.S. Holders that are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) U.S. Holders that are financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) U.S. Holders that are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) U.S. Holders that have a “functional currency” other than the U.S. dollar; (e) U.S. Holders that own Common Shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other arrangement involving more than one position; (f) U.S. Holders that acquired Common Shares in connection with the exercise of employee stock options or otherwise as compensation for services; (g) U.S. Holders that hold Common Shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); (h) partnerships and other pass-through entities (and investors in such partnerships and entities); or (i) U.S. Holders that own or have owned (directly, indirectly, or by attribution) 10% or more of the total combined voting power of the outstanding shares of the Company. This summary also does not address the U.S. federal income tax considerations applicable to U.S. Holders who are: (a) U.S. expatriates or former long-term residents of the U.S.; (b) persons that have been, are, or will be a resident or deemed to be a resident in Canada for purposes of the Income Tax Act; (c) persons that use or hold, will use or hold, or that are or will be deemed to use or hold Common Shares in connection with carrying on a business in Canada; (d) persons whose Common Shares constitute “taxable Canadian property” under the Income Tax Act; or (e) persons that have a permanent establishment in Canada for the purposes of the Canada-U.S. Tax Convention. U.S. Holders that are subject to special provisions under the Code, including U.S. Holders described immediately above, should consult their own tax advisor regarding the U.S. federal, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences relating to the acquisition, ownership and disposition of Common Shares.

If an entity that is classified as a partnership (or “pass-through” entity) for U.S. federal income tax purposes holds Common Shares, the U.S. federal income tax consequences to such partnership and the partners of such partnership generally will depend on the activities of the partnership and the status of such partners (or owners). This summary does not address the tax consequences to any such partner. Partners of entities that are classified as partnerships for U.S. federal income tax purposes should consult their own tax advisor regarding the U.S. federal income tax consequences arising from and relating to the acquisition, ownership, and disposition of Common Shares.

This summary does not address the, U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences to U.S. Holders of the acquisition, ownership, and disposition of Common Shares. Each U.S. Holder should consult its own tax advisor regarding the U.S. federal alternative minimum, U.S. federal estate and gift, U.S. state and local, and foreign tax consequences of the acquisition, ownership, and disposition of Common Shares.

On August 21, 2006, the Company continued from its incorporation in the State of Wyoming to being a British Columbia, Canada corporation. Section 7874 of the Code was enacted in 2004 to address transactions whereby U.S. corporations migrate to a foreign jurisdiction to avoid U.S. federal income tax. Section 7874(b) provides generally that a corporation that migrates from the U.S. will nonetheless be considered a U.S. corporation and remain subject to U.S. tax on its worldwide income unless the migrating entity has “substantial business activities” in the foreign country to which it is migrating when compared to its total business activities. The Company has taken the position that at the time of its continuance to Canada, it had “substantial business activities” in Canada when compared to its total business activities, and that Section 7874(b) of the Code does not apply to cause the Company to be treated as a U.S. corporation and be subject to U.S. income tax on its worldwide income. The position taken by the Company may be challenged by U.S. tax authorities with the result that the Company may be treated as a U.S. corporation and remain subject to U.S. federal income tax on its worldwide income. In addition to U.S. income taxes, were Section 7874(b) of the Code to apply to the Company, the Company could be subject to penalties for failure to file U.S. tax returns, late fees, and interest on past due taxes. The remainder of this summary assumes that Section 7874(b) of the Code does not apply to the Company.

If the Company were to constitute a “passive foreign investment company” under the meaning of Section 1297 of the Code (a “PFIC,” as defined below) for any year during a U.S. Holder’s holding period, then certain different and potentially adverse rules will affect the U.S. federal income tax consequences to a U.S. Holder resulting from the acquisition, ownership and disposition of Common Shares. In addition, in any year in which the Company constitutes a PFIC, such holder would be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidelines may require U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file a IRS Form 8621.

The Company generally will be a PFIC if, for a tax year, (a) 75% or more of the gross income of the Company for such tax year is passive income (the “income test”) or (b) 50% or more of the value of the Company’s assets either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets (the “asset test”). “Gross income” generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and “passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions.

Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all (85% or more) of a foreign corporation’s commodities are stock in trade of such foreign corporation or other property of a kind which would properly be included in inventory of such foreign corporation, or property held by such foreign corporation primarily for sale to customers in the ordinary course of business, if such gains constitute more than 85% of the corporation’s total receipts and certain other requirements are satisfied.

For purposes of the PFIC income test and asset test described above, if the Company owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, the Company will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation. In addition, for purposes of the PFIC income test and asset test described above, “passive income” does not include any interest, dividends, rents, or royalties that are received or accrued by the Company from a “related person” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.

In addition, under certain attribution rules, if the Company is a PFIC, U.S. Holders will be deemed to own their proportionate share of the stock of any subsidiary of the Company which is also a PFIC (a ‘‘Subsidiary PFIC’’), and will be subject to U.S. federal income tax on their proportionate share of (a) a distribution on the stock of a Subsidiary PFIC and (b) a disposition or deemed disposition of the stock of a Subsidiary PFIC, both as if such U.S. Holders directly held the stock of such Subsidiary PFIC.

The Company believes that it constituted a PFIC during the tax year ended January 31, 2013, and may be a PFIC in the current and future tax years. The determination of whether any corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the course of each such tax year and, as a result, cannot be predicted with certainty as of the date of this document. Accordingly, there can be no assurance that the IRS will not challenge any determination made by the Company (or a Subsidiary PFIC) concerning its PFIC status or that the Company (and each Subsidiary PFIC) was not, or will not be, a PFIC for any tax year. Each U.S. Holder should consult its own tax advisor regarding the PFIC status of the Company and each Subsidiary PFIC.

If the Company is a PFIC, the U.S. federal income tax consequences to a U.S. Holder of the acquisition, ownership, and disposition of Common Shares will depend on whether such U.S. Holder makes an election to treat the Company and each Subsidiary PFIC as a “qualified electing fund” or “QEF” under Section 1295 of the Code (a “QEF Election”) or a mark-to-market election under Section 1296 of the Code (a “Mark-to-Market Election”). A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S. Holder.”

A Non-Electing U.S. Holder will be subject to the rules of Section 1291 of the Code with respect to (a) any gain recognized on the sale or other taxable disposition of Common Shares and (b) any excess distribution received on the Common Shares. A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions received in the current tax year) exceeds 125% of the average distributions received during the three preceding tax years (or during a U.S. Holder’s holding period for the Common Shares, if shorter).

Under Section 1291 of the Code, any gain recognized on the sale or other taxable disposition of Common Shares, and any “excess distribution” received on Common Shares, must be ratably allocated to each day in a Non-Electing U.S. Holder’s holding period for the respective Common Shares. The amount of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution and to years before the entity became a PFIC, if any, would be taxed as ordinary income. The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax applicable to ordinary income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year. A Non-Electing U.S. Holder that is not a corporation must treat any such interest paid as “personal interest,” which is not deductible.

If the Company is a PFIC for any tax year during which a Non-Electing U.S. Holder holds Common Shares, the Company will continue to be treated as a PFIC with respect to such Non-Electing U.S. Holder, regardless of whether the Company ceases to be a PFIC in one or more subsequent tax years. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules of Section 1291 of the Code discussed above) as if such Common Shares were sold on the last day of the last tax year for which the Company was a PFIC.

A U.S. Holder that makes a QEF Election for the first tax year in which its holding period of its Common Shares begins, generally, will not be subject to the rules of Section 1291 of the Code discussed above with respect to its Common Shares. However, a U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) the net capital gain of the Company, which will be taxed as long-term capital gain to such U.S. Holder, and (b) the ordinary earnings of the Company, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital loss, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain. A U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such amounts for each tax year in which the Company is a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by the Company. However, for any tax year in which the Company is a PFIC and has no net income or gain, U.S. Holders that have made a QEF Election would not have any income inclusions as a result of the QEF Election. If a U.S. Holder that made a QEF Election has an income inclusion, such a U.S. Holder may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal interest,” which is not deductible.

A U.S. Holder that makes a QEF Election generally (a) may receive a tax-free distribution from the Company to the extent that such distribution represents “earnings and profits” of the Company that were previously included in income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S. Holder’s tax basis in the Common Shares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of Common Shares.

The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will be treated as “timely” if such QEF Election is made for the first year in the U.S. Holder’s holding period for the Common Shares in which the Company was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such year.

A QEF Election will apply to the tax year for which such QEF Election is made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent tax year, the Company ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those tax years in which the Company is not a PFIC. Accordingly, if the Company becomes a PFIC in another subsequent tax year, the QEF Election will be effective and the U.S. Holder will be subject to the QEF rules described above during any subsequent tax year in which the Company qualifies as a PFIC.

U.S. Holders should be aware that there can be no assurances that the Company will satisfy the record keeping requirements that apply to a QEF, or that the Company will supply U.S. Holders with information that such U.S. Holders require to report under the QEF rules, in the event that the Company is a PFIC and a U.S. Holder wishes to make a QEF Election. Thus, U.S. Holders may not be able to make a QEF Election with respect to their Common Shares. Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for making, a QEF Election.

A U.S. Holder may make a Mark-to-Market Election only if the Common Shares are marketable stock. The Common Shares generally will be “marketable stock” if the Common Shares are regularly traded on (a) a national securities exchange that is registered with the Securities and Exchange Commission, (b) the national market system established pursuant to section 11A of the Securities and Exchange Act of 1934, or (c) a foreign securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such foreign exchange has trading volume, listing, financial disclosure, and other requirements and the laws of the country in which such foreign exchange is located, together with the rules of such foreign exchange, ensure that such requirements are actually enforced and (ii) the rules of such foreign exchange ensure active trading of listed stocks. If such stock is traded on such a qualified exchange or other market, such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter.

A U.S. Holder that makes a Mark-to-Market Election with respect to its Common Shares generally will not be subject to the rules of Section 1291 of the Code discussed above with respect to such Common Shares. However, if a U.S. Holder does not make a Mark-to-Market Election beginning in the first tax year of such U.S. Holder’s holding period for the Common Shares or such U.S. Holder has not made a timely QEF Election, the rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, the Common Shares.

A U.S. Holder that makes a Mark-to-Market Election will include in ordinary income, for each tax year in which the Company is a PFIC, an amount equal to the excess, if any, of (a) the fair market value of the Common Shares, as of the close of such tax year over (b) such U.S. Holder’s tax basis in such Common Shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the excess, if any, of (a) such U.S. Holder’s adjusted tax basis in the Common Shares, over (b) the fair market value of such Common Shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior tax years).

A U.S. Holder that makes a Mark-to-Market Election generally also will adjust such U.S. Holder’s tax basis in the Common Shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of Common Shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or ordinary loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years).

A Mark-to-Market Election applies to the tax year in which such Mark-to-Market Election is made and to each subsequent tax year, unless the Common Shares cease to be “marketable stock” or the IRS consents to revocation of such election. Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for making, a Mark-to-Market Election.

Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to the Common Shares, no such election may be made with respect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as owning, because such stock is not marketable. Hence, the Mark-to-Market Election will not be effective to eliminate the interest charge described above with respect to deemed dispositions of Subsidiary PFIC stock or distributions from a Subsidiary PFIC.

Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Holder that had not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of Common Shares that would otherwise be tax-deferred (e.g., gifts and exchanges pursuant to corporate reorganizations). However, the specific U.S. federal income tax consequences to a U.S. Holder may vary based on the manner in which Common Shares are transferred.

Certain additional adverse rules will apply with respect to a U.S. Holder if the Company is a PFIC, regardless of whether such U.S. Holder makes a QEF Election. For example under Section 1298(b)(6) of the Code, a U.S. Holder that uses Common Shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such Common Shares.

Special rules also apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to such special rules, foreign taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. The rules relating to distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and a U.S. Holder should consult with their own tax advisor regarding the availability of the foreign tax credit with respect to distributions by a PFIC.

The PFIC rules are complex, and each U.S. Holder should consult its own tax advisor regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income tax consequences of the acquisition, ownership, and disposition of Common Shares.

U.S. Federal Income Tax Consequences of the Acquisition, Ownership, and Disposition of Common Shares

The following discussion is subject to the rules described above under the heading “Passive Foreign Investment Company Rules.”

Subject to the PFIC rules discussed above, a U.S. Holder that receives a distribution, including a constructive distribution, with respect to a Common Share will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of the current or accumulated “earnings and profits” of the Company, as computed for U.S. federal income tax purposes. A dividend generally will be taxed to a U.S. Holder at ordinary income tax rates. To the extent that a distribution exceeds the current and accumulated “earnings and profits” of the Company, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder's tax basis in the Common Shares and thereafter as gain from the sale or exchange of such Common Shares. (See “Sale or Other Taxable Disposition of Common Shares” below). However, the Company may not maintain the calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that any distribution by the Company with respect to the Common Shares will constitute ordinary dividend income. Dividends received on Common Shares generally will not be eligible for the “dividends received deduction”. In addition, the Company does not anticipate that its distributions will be eligible for the preferential tax rates applicable to long-term capital gains. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.

Subject to the PFIC rules discussed above, upon the sale or other taxable disposition of Common Shares, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash plus the fair market value of any property received and such U.S. Holder's tax basis in such Common Shares sold or otherwise disposed of. Subject to the PFIC rules discussed above, gain or loss recognized on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other disposition, the Common Shares have been held for more than one year.

Preferential tax rates apply to long-term capital gain of a U.S. Holder that is an individual, estate, or trust. There are currently no preferential tax rates for long-term capital gain of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.

Certain U.S. Holders who are individuals, estates or trusts will be required to pay up to an additional 3.8% tax on, among other things, dividends and capital gains for tax years beginning after December 31, 2012. U.S. Holders should consult their own tax advisors regarding the effect, if any, of this tax on their ownership and disposition of Common Shares.

The amount of any distribution paid to a U.S. Holder in foreign currency, or on the sale, exchange or other taxable disposition of Common Shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S. dollars at that time). If the foreign currency received is not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who receives payment in foreign currency and engages in a subsequent conversion or other disposition of the foreign currency may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax consequences of receiving, owning, and disposing of foreign currency.

Subject to the PFIC rules discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the Common Shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all foreign taxes paid (whether directly or through withholding) by a U.S. Holder during a year.

Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” Generally, dividends paid by a foreign corporation should be treated as foreign source for this purpose, and gains recognized on the sale of stock of a foreign corporation by a U.S. Holder should be treated as U.S. source for this purpose, except as otherwise provided in an applicable income tax treaty, and if an election is properly made under the Code. However, the amount of a distribution with respect to the Common Shares that is treated as a “dividend” may be lower for U.S. federal income tax purposes than it is for Canadian federal income tax purposes, resulting in a reduced foreign tax credit allowance to a U.S. Holder. In addition, this limitation is calculated separately with respect to specific categories of income. The foreign tax credit rules are complex, and each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.

Under U.S. federal income tax law and Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, new U.S. return disclosure obligations (and related penalties) are imposed on U.S. Holders that hold certain specified foreign financial assets in excess of US$50,000. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U.S. Holders may be subject to these reporting requirements unless their Common Shares are held in an account at a domestic financial institution. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult with their own tax advisors regarding the requirements of filing information returns, including the requirement to file an IRS Form 8938.

Payments made within the U.S. or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, Common Shares generally may be subject to information reporting and backup withholding tax, at the rate of 28% (and increasing to 31% for payments made after December 31, 2012), if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons, such as corporations, generally are excluded from these information reporting and backup withholding rules. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules.

Material contracts and publicly available corporate records may be viewed at our head office located at Suite 507 – 837 West Hastings Street, Vancouver, British Columbia, V6C 3N7.

The Company’s reports and other information, including this annual report and the exhibits thereto, as filed with the Securities and Exchange Commission in accordance with the Exchange Act, may be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission at Judiciary Plaza, 100 F Street NE, Washington, D.C. 20549. Copies of such material may also be obtained from the Public Reference Section of the Securities and Exchange Commission at 100 F Street NE, Washington, D.C. 20549, at prescribed rates. Information may be obtained regarding the Washington D.C. Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330 or by contacting the Securities and Exchange Commission over the Internet at its website at http://www.sec.gov.

The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support future business opportunities. The Company defines its capital as shareholders’ equity. The Board 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 currently has no source of revenues; as such the Company is dependent upon external financings or the sale of assets (or an interest therein) to fund activities. In order to carry future projects and pay for administrative costs, the Company will spend its existing working capital and raise additional funds as needed. 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 year ended January 31, 2018. The Company is not subject to externally imposed capital requirements.

The Company classifies its cash as financial assets at fair value through profit or loss; accounts receivable as loans and receivables; accounts payable and accrued liabilities and due to related parties as other financial liabilities.

The carrying values of accounts payable and accrued liabilities and amounts due to related parties approximate their fair values due to the expected maturity of the consolidated financial instruments.

The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below:

In respect to accounts receivable, the Company is not exposed to significant credit risk as the majority are due from governmental agencies.

Concentration of credit risk exists with respect to the Company’s cash as all amounts are held at a single major Canadian financial institution. The Company’s concentration of credit risk and maximum exposure thereto in Canada follows.

The credit risk associated with cash and cash equivalents is minimized substantially by ensuring that these financial assets are placed with major Canadian financial institutions with strong investment-grade ratings by a primary ratings agency.

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they fall due. The Company’s approach to managing liquidity risk is to provide reasonable assurance that it will have sufficient funds to meet liabilities when due. The Company manages its liquidity risk by forecasting cash flows required by operations and anticipated investing and financing activities. At January 31, 2018, the cash balance of $873,863 is insufficient to meet the needs for the coming year. Therefore, the Company will be required to raise additional capital in order to fund its operations in fiscal 2019.

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk.

Interest rate risk consists of the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates.

The Company manages interest rate risk by maintaining an investment policy that focuses primarily on preservation of capital and liquidity. The interest income earned on cash is minimal; therefore, the Company is not subject to interest rate risk.

Other price risk is the risk that the fair or future cash flows of a financial instrument will fluctuate because of changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is not exposed to any other price risk.

The Company’s operations are not yet exposed to risks associated with commodity prices, interest rates and credit. Commodity price risk is defined as the potential loss that the Company may incur as a result of changes in the fair value of gold, silver, iron, copper or other metals that may be produced by the Company. Industry wide risks can, however, affect the Company’s general ability to finance exploration, and development of exploitable resources; however, such effects are not predictable or quantifiable.

There have been no material modifications to the rights of security holders since the adoption of new Articles in 2006.

Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were adequately designed and are effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms.

In addition, the Company’s Chief Executive Officer and Chief Financial Officer have determined that the disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that are filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

The Company's 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. The Company’s management has employed a framework consistent with Exchange Act Rule 13a-15(c), to evaluate the Company’s internal control over financial reporting described below. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of January 31, 2018 based on the criteria set forth in Internal Control—Integrated Framework (COSO Framework) published by The Committee of Sponsoring Organizations (COSO 2013).. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of January 31, 2018.

During the period covered by this Annual Report, no changes occurred in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Board has determined that Anton Drescher is an audit committee financial expert (as defined in Item 16A of Form 20-F). Mr. Drescher is not “independent” under the independence standards of NYSE MKT applicable to audit committee members because he is the Chief Financial Officer of the Company.

The Company adopted a Code of Ethics effective April 2004. Any person may obtain without charge, upon written request, a copy of such Code of Ethics by contacting our Corporate Secretary at #507 - 837 West Hastings Street, Vancouver, British Columbia, V6C 3N7

The following table presents fees for the professional audit services rendered by Smythe LLP, Chartered Professional Accountants for the fiscal years ended January 31, 2018 and 2017.

The Audit Committee nominates and engages the independent auditors to audit the financial statements, and approves all audit, audit related services, tax services and other services provided by independent auditors. Any services provided by the independent auditors that are not specifically included within the scope of the audit must be pre-approved by the Audit Committee prior to any engagement. All such services provided by the independent auditors during the last two fiscal years were pre-approved in this manner. The Audit Committee is permitted to approve certain fees for audit-related services, tax services and other services pursuant to a de minimus exception before the completion of the engagement.

We have audited the accompanying consolidated financial statements of Xiana Mining Ltd. (the "Company"), which comprise the consolidated statements of financial position as at January 31, 2018 and 2017, the consolidated statements of comprehensive loss, changes in shareholders’ equity (deficiency), and cash flows, for the years ended January 31, 2018, 2017 and 2016, and the related notes, comprising a summary of significant accounting policies and other explanatory information (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at January 31, 2018 and 2017, and its consolidated financial performance and its consolidated cash flows for the years ended January 31, 2018, 2017 and 2016, in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board.

Without modifying our opinion, we draw attention to Note 1 to the consolidated financial statements, which indicates that the Company incurred a consolidated net loss of $285,490 during the year ended January 31, 2018 and, as of that date, has an accumulated deficit of $66,267,917. As stated in Note 1 to the consolidated financial statements, these events or conditions, along with other matters as set forth in Note 1, indicate that a material uncertainty exists that casts substantial doubt on the Company’s ability to continue as a going concern.

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB”). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement, whether due to error or fraud. Those standards also require that we comply with ethical requirements, including independence. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the United States federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

An audit includes performing procedures to assess the risks of material misstatements of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, audit evidence regarding the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the consolidated 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Accordingly, we express no such opinion.

An audit also includes evaluating the appropriateness of accounting policies and principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a reasonable basis for our audit opinion.

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

*The Company had no dilutive securities outstanding in any of the years ended January 31, 2018, 2017 and 2016.

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

2.	BASIS OF PREPARATION

Statement of compliance

These consolidated financial statements, including comparatives, have been prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

These consolidated financial statements have been prepared on a historical cost basis, except for certain financial instruments that have been measured at fair value. The consolidated financial statements are presented in Canadian dollars (“CAD”), which is the functional currency of the Company and its subsidiary. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

Approval of the financial statements

The consolidated financial statements of Xiana Mining Inc. for the year ended January 31, 2018 were approved and authorized for issue by the Board of Directors on March 23, 2018.

Foreign currency translation

Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in CAD, the Company’s functional currency. The financial statements of the subsidiary have the same functional currency as that of the Company. Amounts recorded in foreign currencies are translated into CAD as follows:

(i)

Monetary assets and liabilities, at the rate of exchange in effect as at the statement of financial position date;

(ii)

Non-monetary assets and liabilities, at the exchange rates prevailing at the time of the acquisition of the assets or assumption of the liabilities; and

(iii)

Interest income and expenses (excluding depreciation, which is translated at the same rate as the related asset), at the rate of exchange on the transaction date.

Gains and losses arising from this translation of foreign currency are included in the determination of net loss for the year.

XIANA MINING INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

YEARS ENDED JANUARY 31, 2018 AND 2017

2.	BASIS OF PREPARATION (cont’d…)

Use of judgments and estimates

The preparation of consolidated financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the year. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future years if the revision affects both current and future years. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Critical accounting estimates

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to the following significant areas:

Deferred income taxes

The determination of the Company’s tax expense or recovery for the period and deferred tax liabilities involves significant estimation and judgment by management. In determining these amounts, management interprets tax legislation in a variety of jurisdictions and makes estimates of the expected timing of the reversal of deferred tax assets and liabilities. Management also makes estimates of future earnings that affect the extent to which potential future tax benefits may be used. Estimates of future taxable income are based on forecasted cash flows from future operations and the application of existing tax laws in each jurisdiction. To the extent that future cash flows from operations and taxable income differ significantly from estimates, the ability of the Company to realize any net deferred income tax assets recorded on the consolidated statement of financial position could be impacted. The Company is also subject to assessments by various taxation authorities, which may interpret legislation differently. These differences may affect the final amount or the timing of the payment of taxes. The Company provides for such differences where known based on management’s best estimate of the probable outcome of these matters.

XIANA MINING INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

YEARS ENDED JANUARY 31, 2018 AND 2017

2.	BASIS OF PREPARATION (cont’d…)

Use of judgments and estimates (cont’d...)

Critical accounting judgments

The determination of categories of financial assets and financial liabilities has been identified as an accounting policy that involves judgments or assessments made by management. The following are accounting items that involve judgment:

Functional currency

The functional currency of the Company and its subsidiary is the CAD, which is the primary economic environment in which the entity operates. Determination of functional currency may involve certain judgments to determine the primary economic environment and this is re-evaluated for each new entity or if conditions change.

Going concern

The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay its ongoing operating expenditures, meet it liabilities for the ensuing year, and to fund planned exploration programs, involves significant judgment based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances.

Discontinued operations

Judgment is applied in determining whether disposal groups represent a component of the entity, the results of which would be recorded in discontinued operations in the consolidated statements of comprehensive loss.

3.	SIGNIFICANT ACCOUNTING POLICIES

Basis of consolidation

These consolidated financial statements include the accounts of the Company and Compania Minera la Luminosa S.A.C. A subsidiary is an entity over which the Company has the power to govern the financial and operating policies through share ownership and the existence of voting rights currently or potentially exercisable. The subsidiary is fully consolidated from the date on which control is transferred. All significant intercompany balances and transactions were eliminated upon consolidation.

The significant subsidiary of the Company is:

Country of Incorporation

Principal

Activity

Xiana’s effective

interest

January 31, 2018

Xiana’s effective

interest

January 31, 2017

Compania Minera la

Luminosa S.A.C.

Peru

Holding company

99%

XIANA MINING INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

YEARS ENDED JANUARY 31, 2018 AND 2017

3.	SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Interests in exploration properties

(i)

Pre-exploration costs

Pre-exploration costs are expensed in the period in which they are incurred.

(ii)

Exploration and evaluation expenditures

Once the legal right to explore a property has been acquired, costs directly related to the acquisition of interests in exploration properties are capitalized on an area-of-interest basis. Subsequently, the mineral property rights are carried at cost, less any impairment, until such time as the assets are substantially ready for their intended use or sale, being commercial production at operating levels intended by management.

Exploration expenditures incurred during the exploration and evaluation phase are expensed as incurred and included in profit or loss.

The Company assesses interests in exploration properties for impairment when facts and circumstances suggest that the carrying amount of an asset may exceed its recoverable amount. Once the technical feasibility and commercial viability of extracting the mineral resource has been determined, the property is considered to be a mine under development and is classified as “mine development costs”. Interests in exploration properties are also tested for impairment before the assets are transferred to development properties.

As the Company currently has no operational income, any incidental revenues earned in connection with exploration activities are applied as a reduction to property carrying values. Interest in exploration properties are classified as intangible assets.

Property and equipment

Property and equipment is held at cost less accumulated depreciation. Depreciation is recognized in profit or loss at the following annual rates:

Computer equipment	-	25%	-	30% declining-balance
Office equipment	-	10%	-	25% declining-balance
Leasehold improvements	-	straight-line over the lease term

Depreciation methods, useful lives and residual values are reviewed at each financial year-end and adjusted if appropriate.

XIANA MINING INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

YEARS ENDED JANUARY 31, 2018 AND 2017

3.	SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Impairment of long-lived assets

Non-current assets are evaluated at least annually by management for indicators that the carrying value is impaired and may not be recoverable. When indicators of impairment are present the recoverable amount of an asset is evaluated at the level of a CGU, the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets, where the recoverable amount of a CGU is the greater of the CGU’s fair value less costs to sell and its value in use. An impairment loss is recognized in profit or loss to the extent the carrying amount exceeds the recoverable amount.

The Company uses its best efforts to fully understand all of the aforementioned to make an informed decision based upon historical and current facts surrounding the projects. Discounted cash flow techniques often require management to make estimates and assumptions concerning reserves and expected future production revenues and expenses.

Reversal of impairment

An impairment loss is reversed if there is an indication that there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. An impairment loss with respect to goodwill is never reversed.

Provisions for environmental rehabilitation

The Company records a liability based on the best estimate of costs for site closure and reclamation activities that the Company is legally or constructively required to remediate. The liability is recognized at the time environmental disturbance occurs and the resulting costs are capitalized to the corresponding asset. The provision for closure and reclamation liabilities is estimated using expected cash flows based on engineering and environmental reports prepared by third-party industry specialists and discounted at a pre-tax rate specific to the liability. The capitalized amount is depreciated on the same basis as the related asset. The liability is adjusted for the accretion of the discounted obligation and any changes in the amount or timing of the underlying future cash flows. Significant judgments and estimates are involved in forming expectations of the amounts and timing of future closure and reclamation cash flows.

Additional disturbances and changes in closure and reclamation estimates are accounted for as incurred with a change in the corresponding capitalized cost. Costs of rehabilitation projects for which a provision has been recorded are recorded directly against the provision as incurred.

XIANA MINING INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

YEARS ENDED JANUARY 31, 2018 AND 2017

3.	SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Income taxes

The Company uses the financial position method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax assets also result from unused loss carry-forwards, resource related pools and other deductions. A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Capital stock

The proceeds from the exercise of stock options and warrants are recorded as capital stock in the amount for which the option and warrant enabled the holder to purchase a share in the Company. Commissions paid to underwriters, and other related share issue costs, such as legal, printing, on the issue of the Company’s shares are charged directly to capital stock. Common shares issued for consideration other than cash are valued based on their market value at the date the agreement to issue shares were concluded.

Valuation of equity units issued in private placements

The Company has adopted the residual value method with respect to the measurement of shares and warrants issued as private placement units. The residual value method first allocates value to the more readily determinable component based on fair value, and then the residual value to the remaining component.

Share-based payments

The Company has a stock option plan that is described in Note 7. Share-based payments to employees are measured at the fair value of the instruments issued and amortized over the vesting periods. Share-based payments to non-employees are measured at the fair value of the goods or services received or the fair value of the equity instruments issued if it is determined the fair value of the goods or services cannot be reliably measured, and are recorded at the date the goods or services are received. The amount recognized as an expense is adjusted to reflect the number of awards expected to vest. The offset to the recorded cost is to share-based payments reserve. Consideration received on the exercise of stock options is recorded as capital stock and the related share-based payments reserve is transferred to capital stock.

XIANA MINING INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

YEARS ENDED JANUARY 31, 2018 AND 2017

3.	SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Earnings (loss) per share

Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding during the year. The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method, the dilutive effect on earnings per share is calculated presuming the exercise of outstanding options, warrants and similar instruments. It assumes that the proceeds of such exercise would be used to repurchase common shares at the average market price during the period. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.

Discontinued operations

A discontinued operation is a component of the Company’s business, the operations and cash flows of which can be clearly distinguished from the rest of the Company, and which:

(i)

Represent a separate major line of business or geographical area of operations;

(ii)

Is part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or

(iii)

Is a subsidiary acquired exclusively with a view to re-sell.

Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale.

When an operation is classified as a discontinued operation, the comparative statements of comprehensive loss is restated as if the operation had been discontinued from the start of the comparative years presented.

Financial instruments

Financial assets and liabilities are initially recognized at fair value on settlement date and are subsequently measured based on their classification. Transaction costs are expensed when incurred. Regular purchases and sales of financial instruments are recognized at trade date.

(i)

Financial assets

The Company classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, held-to-maturity investments or available-for-sale (“AFS”) financial assets. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of financial assets at recognition.

Fair value through profit or loss

This category comprises derivatives, or assets acquired or incurred principally for the purpose of selling or repurchasing in the near terms. Financial assets at fair value through profit or loss are initially recognized at fair value with changes in fair value recorded through profit or loss.

XIANA MINING INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

YEARS ENDED JANUARY 31, 2018 AND 2017

3.	SIGNIFICANT ACCOUNTING POLICIES (cont’d…)

Financial instruments (cont’d…)

(i)

Financial assets (cont’d…)

Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are classified as current assets or non-current assets based on their maturity date. Loans and receivables are initially recognized at fair value and subsequently carried at amortized cost using the effective interest method, less any impairment.

Held-to-maturity investments

Held-to-maturity investments are measured at amortized cost using the effective interest rate method. Transaction costs are added and amortized to the consolidated statements of comprehensive loss over the life of the financial instrument on an effective yield basis.

Available-for-sale financial assets

AFS financial assets are non-derivatives that are either designated as available for sale or not classified in any of the other financial asset categories. Changes in the fair value of AFS financial assets other than impairment losses are recognized as other comprehensive income (loss) and classified as a component of equity.

Management assesses the carrying value of AFS financial assets for objective evidence that impairment exists at each reporting period and any impairment charges are recognized in profit or loss. Significant or prolonged decline in its fair value below cost is objective evidence of impairment. When financial assets classified as AFS are sold, the accumulated fair value adjustments recognized in accumulated other comprehensive income (loss) are included in profit or loss.

(ii)

Financial liabilities

Other financial liabilities

Other financial liabilities are non-derivatives and are recognized initially at fair value, net of transaction costs incurred, and are subsequently stated at amortized cost. Any difference between the amounts originally received, net of transaction costs, and the redemption value is recognized in profit or loss over the period to maturity using the effective interest method.

Other financial liabilities are classified as current or non-current based on their maturity date.

XIANA MINING INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

YEARS ENDED JANUARY 31, 2018 AND 2017

5.	RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

Cash is classified as fair value through profit or loss, and accounts payable and accrued liabilities and due to related parties are classified as other financial liabilities.

The carrying values of accounts payable and accrued liabilities, and due to related parties approximate their fair values due to the short-term maturity of these financial instruments. Fair value estimates are made at specific points in time, based on relevant market information and information about the financial instrument.

IFRS 7 Financial instruments: Disclosures establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The fair value hierarchy requires the use of observable market inputs whenever such input exists. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

The following tables set forth the Company’s significant financial assets measured at fair value by level within the fair value hierarchy.

January 31, 2018

Level 1

Level 2

Level 3

Total

Cash

873,863

January 31, 2017

Level 1

Level 2

Level 3

Total

Cash

956

The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below.

Credit risk

Concentration of credit risk exists with respect to the Company’s cash, as all amounts are held at a single major Canadian financial institution. The credit risk associated with cash is minimized substantially by ensuring that these financial assets are placed with a major Canadian financial institution with a strong investment-grade rating by a primary ratings agency.

XIANA MINING INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

YEARS ENDED JANUARY 31, 2018 AND 2017

5.	RISK MANAGEMENT AND FINANCIAL INSTRUMENTS (cont’d...)

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they are due. The Company’s approach to managing liquidity risk is to provide reasonable assurance that it will have sufficient funds to meet liabilities when due. The Company manages its liquidity risk by forecasting cash flows required by operations and anticipated investing and financing activities. At January 31, 2018, the cash balance of $873,863 (2017 - $956) is insufficient to meet the Company’s financial needs for the coming year.

Liabilities as at January 31, 2018 were as follows:

0 to 3

months

3 to 6

months

6 to 12

months

Total

Accounts payable and accrued liabilities

45,600

Liabilities as at January 31, 2017 were as follows:

0 to 3

months

3 to 6

months

6 to 12

months

Total

Accounts payable and accrued liabilities

338,751

Due to related parties

138,426

338,751

138,426

477,177

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk.

Interest rate risk

Interest rate risk consists of the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates.

XIANA MINING INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

YEARS ENDED JANUARY 31, 2018 AND 2017

5.	RISK MANAGEMENT AND FINANCIAL INSTRUMENTS (cont’d...)

Market risk (cont’d…)

ii.

Foreign currency risk

The Company is not exposed to any significant foreign currency risk.

iii.

Other price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is not exposed to any other price risk.

12.

INCOME TAXES

A reconciliation of income taxes at Canadian statutory rates of 26.08% (2017 - 26.00%; 2016 - 26.00%) with the reported taxes is as follows for the years ended January 31:

2018

2017

2016

Loss before income tax

(285,490

)

(1,807,330

)

(74,072

)

Canadian statutory rate

26.08

26.00

Expected income tax recovery

(74,455

)

(469,906

)

(19,259

)

Difference in foreign tax rates

(34,591

)

Other temporary differences

(6,549

)

384,083

Tax effect of foreign exchange on assets and liabilities

561,476

Effect on change in tax rates

(148,288

)

Adjustment to tax losses provided from prior years

(44,862

)

54,112

Unused tax losses and tax offsets not recognized as deferred tax asset

274,154

31,711

(507,626

)

Effective January 1, 2018, British Columbia increased the province’s general corporate income tax rate to 12% (2017 – 11%; 2016 – 11%). The combined corporate income tax rate, prorated for the increase in tax rate, is 26.08% (2017 – 26.00%; 2016 – 26.00%).

The Company recognizes tax benefits on losses or other deductible amounts generated in countries where probable the Company will generate taxable income to recognize deferred tax assets. The balance of tax assets resulting from the Company’s unrecognized deductible temporary differences and unused tax losses consist of the following amounts:

	2018		2017

Carrying value less than income tax basis of interest in exploration properties	$	5,410,000	$	5,410,000
Carrying value less than income tax basis of fixed assets		53,000		53,000
Non-capital losses carried forward		9,381,000		9,067,000
Capital losses carried forward		42,000		42,000
	$	14,886,000	$	14,572,000

XIANA MINING INC.

(An Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Expressed in Canadian Dollars)

YEARS ENDED JANUARY 31, 2018 AND 2017

12.

INCOME TAXES (cont’d…)

The deductible temporary differences do not expire and the non-capital tax losses expire as follows:

Available to	Canada		Foreign		Total

2027	$	50,000	$	-	$	50,000
2028		150,000		-		150,000
2029		871,000		-		871,000
2030		1,899,000		-		1,899,000
2031		2,229,000		-		2,229,000
2032		1,843,000		-		1,843,000
2033		704,000		-		704,000
2034		486,000		-		486,000
2035		310,000		-		310,000
2036		173,000		-		173,000
2037		352,000		-		352,000
2037		314,000				314,000
	$	9,381,000	$	-	$	9,381,000

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.

Title of Each Class	Outstanding at January 31, 2018

Common Shares, no par value	49,468,155

U.S. GAAP ☐	International Financial Reporting Standards as issued ☒	Other ☐
	By the International Accounting Standards Board

			PAGE

TABLE OF CONTENTS			3
FORWARD-LOOKING INFORMATION			7
PART I			8
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		8
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE		8
ITEM 3.	KEY INFORMATION		8
	3.A	Selected Financial Data	8
	3.B	Capitalization and Indebtedness	10
	3.C	Reasons for the Offer and Use of Proceeds	10
	3.D	Risk Factors	10
ITEM 4.	INFORMATION ON THE COMPANY		21
	4.A	History and Development of the Company	21
	4.B	Business Overview	22
	4.C	Organizational Structure	23
	4.D	Property, Plants and Equipment	24
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS		29
	5.A	Operating Results	29
	5.B	Liquidity and Capital Resources	32
	5.C	Research and Development, Patents and Licences, etc.	33
	5.D	Trend Information	33
	5.E	Off-Balance Sheet Arrangements	33
	5.F	Tabular Disclosure of Contractual Obligations	33
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		33
	6.A	Directors and Senior Management	33
	6.B	Compensation	35
	6.C	Board Practices	37
	6.D	Employees	38
	6.E	Share Ownership	38
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		40
	7.A	Major Shareholders	40
	7.B	Related Party Transactions	41
	7.C	Interests of Experts and Counsel	41
ITEM 8.	FINANCIAL INFORMATION		42
	8.A	Consolidated Statements and Other Financial Information	42
	8.B	Significant Changes	42
ITEM 9.	THE OFFER AND LISTING		42
	9.A	Offer and Listing Details	42
	9.B	Plan of Distribution	43
	9.C	Markets	43
	9.D	Selling Shareholders	43
	9.E	Dilution	43
	9.F	Expenses of the Issue	43
ITEM 10.	ADDITIONAL INFORMATION		44
	10.A	Share Capital	44
	10.B	Memorandum and Articles of Association	44
	10.C	Material Contracts	45

	10.D	Exchange Controls	45
	10.E	Taxation	45
	10.F	Dividends and Paying Agents	57
	10.G	Statement by Experts	57
	10.H	Documents on Display	57
	10.I	Subsidiary Information	57
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		57
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		60
PART II			60
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		60
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		60
ITEM 15.	CONTROLS AND PROCEDURES		60
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT		61
ITEM 16B.	CODE OF ETHICS		61
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES		61
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		62
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		62
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT		62
ITEM 16G.	CORPORATE GOVERNANCE		62
PART III			62
ITEM 17.	FINANCIAL STATEMENTS		62
ITEM 18.	FINANCIAL STATEMENTS		88
ITEM 19.	EXHIBITS		88
SIGNATURES			89

Adit	horizontal or nearly horizontal passage driven from the surface for the working or dewatering of a mine

Alteration	changes in the chemical or mineralogical composition of a rock, generally produced by weathering or hydro-thermal solutions

Anomalous	inconsistent with or deviating from what is usual, normal or expected

Anomaly	the geographical area corresponding to anomalous geochemical or geophysical values

Assay	a chemical test performed on a sample of ores or minerals to determine the amount of valuable metals contained

Breccia	a coarse-grained clastic rock, composed of angular broken rock fragments held together by a mineral cement or in a fine-grained matrix

Clastic	consisting of fragments of minerals, rocks, or organic structures that have been moved individually from their places of origin

Cretaceous	applied to the third and final period of the Mesozoic Era

Epithermal	said of a hydrothermal mineral deposit formed within about 1 km of the Earth's surface and in the temperature range of 50 to 200 degrees C, occurring mainly as veins

g/t	grams per tonne

Gangue	the commercially worthless material that surrounds, or is closely mixed with, a wanted mineral in a mineral deposit. The separation of mineral from gangue is known as mineral processing

Grade	the concentration of a metal in a rock sample, given either as weight percent for base metals or in grams per tonne or ounces per short ton for precious metals

Hydrothermal	of or pertaining to hot water, to the action of hot water, or to the products of this action, such as a mineral deposit precipitated from a hot aqueous solution, with or without demonstrable association with igneous processes

Intrusive	of or pertaining to intrusion, both the processes and the rock so formed, including granite, granodiorite, and dacite

	Ag	silver

	As	arsenic

	Au	gold

	Cu	copper

	Hg	mercury

	Mo	molybdenum

	Pb	lead

	Sb	antimony

	Sn	tin

	W	tungsten

	Zn	zinc

Limestone	a sedimentary rock consisting chiefly (more than 50% by weight or by areal percentages under the microscope) of calcium carbonate, primarily in the form of the mineral calcite, and with or without magnesium carbonate

Mesozoic	era of geologic time spanning 245 to 66 million years before the present

Metamorphic	pertaining to the process of metamorphism or to its results

Mineralization	minerals of value occurring in rocks

Minerals	a homogeneous naturally occurring chemical substance

Porphyry	a rock composed of prominent crystals

Ppm	parts per million

Pyrite	a mineral composed of iron and sulfur

Quartz	any hard, gold or silver ore, as distinguished from gravel or earth

Sampling	the gathering of specimens of soil, rock, or silt for appraisal of mineral resource

Sericite	a white, fine-grained potassium mica occurring in small scales as an alteration product of various aluminosilicate minerals

Shale	a fine-grained detrital sedimentary rock, formed by the consolidation (esp. by compression) of clay, silt, or mud

Skarn	metamorphic rocks surrounding an igneous intrusive where it comes in contact with a carbonate formation

Sulphide	group of minerals consisting of metals combined with sulfur; common metallic ores

Vein	a tabular or sheet like mineral deposit with identifiable walls, often filling a fracture or fissure

Volcanics	a general collective term for extrusive igneous rocks

	Years Ended January 31 IFRS
	2018 Cdn$	2017 Cdn$	2016 Cdn$	2015 Cdn$	2014 Cdn$
Revenue	Nil	Nil	Nil	Nil	Nil
Net loss for the year	(285,490)	(1,807,330)	(74,072)	(403,437)	(907,809)
Comprehensive loss for the year	(285,490)	(1,807,330)	(74,072)	(395,222)	(902,298)
Basic and diluted loss per share	(0.01)	(0.09)	(0.04)	(0.07)	(0.20)

	Years Ended January 31 IFRS
	2018 Cdn$	2017 Cdn$	2016 Cdn$	2015 Cdn$	2014 Cdn$
Total Assets	887,794	13,611	623	8,061	101,895
Total Liabilities	45,600	477,177	1,842,574	1,775,940	1,474,552
Capital Stock	61,238,557	59,647,307	56,461,592	56,461,592	56,461,592
Shareholders’ Equity (Deficit)	(842,194)	(463,566)	(1,841,951)	(1,767,879)	(1,372,657)

	High	Low
February 2018	1.2809	1.2288
January 2018	1.2535	1.2293
December 2017	1.2886	1.2545
November 2017	1.2888	1.2683
October 2017	1.2893	1.2472
September 2017	1.2480	1.2128

	For Years Ended January 31
	2018	2017	2016	2015	2014
Average Rate during Year⁽¹⁾	1.2919	1.3176	1.2963	1.1144	1.0389
Year End ⁽¹⁾	1.2293	1.3130	1.4080	1.2717	1.1225
High ⁽²⁾	1.3743	1.4006	1.4661	1.2799	1.1225
Low ⁽²⁾	1.2128	1.2544	1.1925	1.0620	0.9952

Event	US$ Cash Payments
TSX.V Approval	50,000 (paid)
On commencing drill-testing	200,000
1 year anniversary of drill date	400,000
2 year anniversary of drill date	600,000
3 year anniversary of drill date	900,000
4 year anniversary of drill date	1,200,000
5 year anniversary of drill date	2,650,000
	6,000,000

DRILL HOLE	THICKNESS (m)	GOLD (g/t)	SILVER (g/t)
DEB-002	9.20	1.26	2.6
DEB-003	51.35	0.51	3.4
and	44.00	0.73	12.3
DEB-004	47.75	0.59	18.0
DEB-005A	4.05	1.30	43.0

Name	Position	Age	Date of First Election or Appointment
Carlos Ballon	Chief Executive Officer & Director	56	July 20, 2010
Anton J. Drescher ⁽¹⁾	Chief Financial Officer & Director	59	October 1993
Robert Baxter ⁽¹⁾	Director	57	September 27, 2013
Brian Kerzner ⁽¹⁾	Director	56	August 17, 2015
Tim Moody	Director	55	January 29, 2018
Mark Palmer	Director	58	January 29, 2018

Name of Director	Name of Company	Description of Business	Position
Anton J. Drescher	Oculus VisionTech Inc. International Tower Hill Mines Ltd. Trevali Mining Corporation RavenQuest BioMed Inc. Corvus Gold Inc. River Wild Exploration Inc.	Video-on-Demand Natural resource Natural resource Diversified cannabis Natural resource Natural resource	CFO, Secretary & Director Director Director Director Director Director
Carlos Ballon	N/A
Robert Baxter	Pan Global Resources Inc. Prism Resources Inc. Indico Resources Ltd.	Natural resource Natural resource Natural resource	Director President, CEO & Director President, CEO & Director
Brian Kerzner	Pan Global Resources Inc. Prism Resources Inc. Indico Resources Ltd.	Natural resource Natural resource Natural resource	Director Director Director
Mark Palmer	Orion Minerals Ltd.	Natural resource	ASX/JSE

Name and principal position	Fiscal Year Ended	Salary and Fees	Share- based awards	Option- based awards	Non-equity incentive plan compensation (Cdn$)		Pension value (Cdn$)	All other compen- sation	Total compen- sation
		(Cdn$)	(Cdn$)	(Cdn$)	Annual incentive plans	Long-term incentive plans⁽¹⁾		(Cdn$)	(Cdn$)
Carlos Ballon ⁽⁴⁾ Current CEO and President	2018 2017 2016	86,780 118,360 115,870	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	86,780 118,360 115,870
Anton Drescher ⁽³⁾ CFO, Former Interim CEO and President	2018 2017 2016	31,500 42,000 42,000	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	31,500 42,000 42,000

Shareholder Name ⁽¹⁾	Common Shares Beneficially Owned	Percentage of Issued Common Shares
Carlos Ballon	23,994,734⁽²⁾	48.50%
Anton J. Drescher	5,183,332	10.48%
Robert Baxter	1,595,260	3.22%
Brian Kerzner	Nil	N/A
Tim Moody	750,000	0.015%
Ndovu Capital XI B.V.	7,000,000⁽³⁾	14.15%
All Executive Officers and Directors as a Group	38,523,326	76.36%

(1)	The above information was obtained from SEDI.
(2)	8,889,400 of these Common Shares are held on behalf of family members; 25,813 are held in the name of Minera Koripampa del Peru and 112,500 are held by Minera Pampa de Oro, both of which are companies in which Mr. Ballon is a major shareholder.

Year	High $	Low $
2018	0.195	0.075
2017	0.21	0.095
2016	0.095	0.025
2015	0.10	0.04
2014	0.15	0.005

Quarter Ended	High $	Low $
January 31, 2018	0.54	0.085
October 31, 2017	0.13	0.08
July 31, 2017	0.175	0.075
April 30, 2017	0.195	0.12
January 31, 2017	0.21	0.10
October 31, 2016	0.20	0.09
July 31, 2016	0.13	0.03
April 30, 2016	0.04	0.04

Month	High $	Low $
February 2018	0.56	0.38
January 2018	0.54	0.10
December 2017	0.095	0.085
November 2017	0.095	0.085
October 2017	0.13	0.08
September 2017	0.09	0.09

Cash and equivalents		January 31, 2018				January 31, 2017
Held at a major Canadian financial institution		$	873,863			$	956

Due in	0 to 3 months		3 to 6 months		6 to 12 months		Total

Accounts payable and accrued liabilities	$	45,600		-		-	$	45,600
	$	45,600		-		-	$	45,600

Year ended January 31	2018		2017		2016
Audit fees	$	19,000	$	17,500	$	17,000
Audit-Related fees		-		-		-
Tax fees ⁽¹⁾		3,000		2,000		2,000
All Other Fees		-		-		-
Total	$	22,000	$	19,500	$	19,000


	2018			2017

ASSETS

Current
Cash	$	873,863		$	956
Amounts receivable		13,931			12,655

	$	887,794		$	13,611

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY)

Current
Accounts payable and accrued liabilities	$	45,600		$	338,751
Due to related parties (Note 9)		-			138,426

		45,600			477,177

Shareholders’ equity (deficiency)

Capital stock (Note 7)		61,238,557			59,647,307
Share-based payment reserve (Note 8)		5,871,554			5,871,554
Deficit		(66,267,917	)		(65,982,427	)

		842,194			(463,566	)

	$	887,794		$	13,611

“Carlos Ballon” (signed)	“Anton Drescher” (signed)
Mr. Carlos Ballon, CEO, Director	Mr. Anton Drescher, Director

	Cash Payments (USD)

September 16 (effective date)	50,000 (paid)
On commencing drill testing (“drill date”)		200,000
One year anniversary of drill date		400,000
Two-year anniversary of drill date		600,000
Three-year anniversary of drill date		900,000
Four-year anniversary of drill date		1,200,000
Five-year anniversary of drill date		2,650,000
		6,000,000

XIANA MINING INC.

		/s/ Carlos Ballon
		By:	Carlos Ballon,
			President & CEO

Date:	March 23, 2018