OTC: PGOL

On February 28, 2011, the Company entered into
an Exploration and Option to Enter Joint Venture Agreement with Idaho State Gold Company, LLC, (“ISGC”) whereby the Company
granted the option and right to earn a vested seventy percent (70%) interest in the property and the right and option to form a joint
venture for the management and ownership of the property called the Moss Mine Property, Mohave County, Arizona (the “Moss Property”
or “Moss Mine Property”). Upon execution of the agreement ISGC paid the Company $500,000 USD and agreed to spend an aggregate
total of $8,000,000 USD on exploration and related expenditures over the ensuing five years. Subsequent to exercise of the earn-in, ISGC
and the Company agreed to form a 70/30 joint venture.

In March 2011, ISGC transferred its rights to
the Exploration and Option to Enter Joint Venture Agreement dated February 28, 2011, to Northern Vertex Capital Inc. (“Northern
Vertex”).

On May 12, 2016, the Company entered into a material
definitive Agreement for Purchase and Sale of Mining Claims and Escrow Instructions (the “Purchase and Sale Agreement”) with
Golden Vertex Corp., an Arizona corporation (“Golden Vertex,” a wholly-owned Subsidiary of Northern Vertex) whereby Golden
Vertex agreed to purchase the Company’s remaining 30% working interest in the Moss Gold/Silver Mine for C$1,500,000 (the “Purchase
Price”) plus a 3% net smelter return royalty. Specifically, the Company conveyed all of its right, title and interest in those certain
patented and unpatented lode mining claims situated in the Oatman Mining District, Mohave County, Arizona (the “Claims”) together
with all extralateral and other associated rights, water rights, tenements, hereditaments and appurtenances belonging or appertaining
thereto, and all rights-of-way, easements, rights of access and ingress to and egress from the Claims appurtenant thereto and in which
Seller had any interest (collectively, the “Property”). The Purchase Price consisted of C$1,200,000 in cash payable at closing
and the remaining C$300,000 was paid by the issuance of Northern Vertex common shares to the Company valued at $0.35 (857,140 shares),
issued pursuant to the terms and provisions of an investment agreement (the “Investment Agreement”) entered between the Company
and Northern Vertex contemporaneous to the Purchase and Sale Agreement.

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On October 12, 2016, the Company filed Restated
Articles of Incorporation to (i) authorize up to 400,000,000 shares of Common Stock, $.001 par value per share and (ii) authorize up to
20,000,000 shares of Preferred Stock, $.001 par value per share ("Preferred Stock").

On April 25, 2017, Provex and Canamex Resources
Corp. (“Buyer”) entered into a purchase and sale agreement whereby Canamex Resources purchased Patriot Gold's 30 percent working
interest in the Bruner gold/silver mine project for US$1.0 million cash, and the retention of a net smelter return (“NSR”)
royalty on the Bruner property including any claims acquired within a two-mile area of interest around the existing claims. Additionally,
the Buyer had the option to buy-down half of the NSR royalty retained by Patriot for US$5 million any time during a five-year period following
closing of the purchase and sale agreement. The Company recognized a gain on sale of mineral properties of $1,000,000 from the sale of
the Bruner in its Consolidated Statement of Operations.

On May 23, 2017, the Company caused the incorporation
of its wholly owned subsidiary, Patriot Gold Canada Corp (“Patriot Canada”), under the laws of British Columbia, Canada.

On January 17, 2018, the Company designated 13,500,000
shares of the authorized and unissued preferred stock of the company as “Series A Preferred Stock” by filing an Amended and
Restated Certificate of Designation with the Secretary of State of Nevada.

On May 7, 2018, the Company caused the name change
of our wholly owned subsidiary, Provex Resources Inc. to Goldbase, Inc. (“Goldbase”) under the laws of Nevada.

On June 27, 2019, the Company approved a change
in its fiscal year end from May 31 to December 31.

On August 2, 2019, the Company filed a Certificate
of Amendment to the Articles of Incorporation to replace Article III of previous certificate(s) of designation, add classifications of
the Board, set forth procedures for nominating directors, annual meetings and special meetings, indemnification and authorize the board
to adopt and file certificates of designation.

Business Operations

We are a natural resource exploration and mining
company which acquires, explores, and develops natural resource properties. Our primary focus in the natural resource sector is gold.

The search for valuable natural resources as a
business is extremely risky. We can provide investors with no assurance that the properties we have either optioned or purchased contain
commercially exploitable reserves. Exploration for mineral reserves is a speculative venture involving substantial risk. Few properties
that are explored are ultimately developed into producing commercially feasible reserves. Problems such as unusual or unexpected formations
and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would
be unable to complete our business plan and any money spent on exploration would be lost.

Natural resource exploration and development requires
significant capital and our assets and resources are limited. Therefore, we anticipate participating in the natural resource industry
through the selling or partnering of our properties, the purchase of small interests in producing properties, the purchase of properties
where feasibility studies already exist or by the optioning of natural resource exploration and development projects. To date, we have
two gold projects located in the southwest United States. In May 2016, we sold our interest in the Moss Mine project and retained a royalty.
In April 2017, we sold our interest in the Bruner project and retained a royalty. Our current project inventory consists of the Vernal
project and the Windy Peak project.

Financing

In 2025, the Company received loans from a related
party totaling $900,000 CAD. The notes payable bear interest at the rate of 10% and is payable within 12 months. However, the Company
can repay the loan and outstanding interest thereon at any time during the term of the loan. Due to the temporary cessation of the royalties
from the Moss mine, management estimates that the Company may require additional funding for the Company’s planned operations for
the next twelve months.

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Competition

The mineral exploration industry, in general,
is intensely competitive and even if commercial quantities of ore are discovered, a ready market may not exist for sale of same. Numerous
factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity
and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes,
royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors
cannot be accurately predicted, but the combination of these factors may result in our not receiving an adequate return on invested capital.

Compliance with Government Regulation and Regulatory
Matters

Mining Control and Reclamation Regulations

The Surface Mining Control and Reclamation Act
of 1977 ("SMCRA") is administered by the Office of Surface Mining Reclamation and Enforcement ("OSM") and establishes
mining, environmental protection and reclamation standards for all aspects of U.S. surface mining, as well as many aspects of underground
mining. Mine operators must obtain SMCRA permits and permit renewals for mining operations from the OSM. Although state regulatory agencies
have adopted federal mining programs under SMCRA, the state becomes the regulatory authority. States in which we expect to have active
future mining operations have achieved primary control of enforcement through federal authorization.

SMCRA permit provisions include requirements for
prospecting including mine plan development, topsoil removal, storage and replacement, selective handling of overburden materials, mine
pit backfilling and grading, protection of the hydrologic balance, subsidence control for underground mines, surface drainage control,
mine drainage and mine discharge control and treatment and re-vegetation.

The U.S. mining permit application process is
initiated by collecting baseline data to adequately characterize the pre-mining environmental condition of the permit area. We will develop
mine and reclamation plans by utilizing this geologic data and incorporating elements of the environmental data. Our mine and reclamation
plans incorporate the provisions of SMCRA, state programs and complementary environmental programs which impact mining. Also included
in the permit application are documents defining ownership and agreements pertaining to minerals, oil and gas, water rights, rights of
way and surface land and documents required of the OSM’s Applicant Violator System, including the mining and compliance history
of officers, directors and principal stockholders of the applicant.

Once a permit application is prepared and submitted
to the regulatory agency, it goes through a completeness and technical review. Public notice of the proposed permit is given for a comment
period before a permit can be issued. Some SMCRA mine permit applications take over a year to prepare, depending on the size and complexity
of the mine and often take six months to two years to be issued. Regulatory authorities have considerable discretion in the timing of
the permit issuance and the public has the right to comment on, and otherwise engage in, the permitting process including public hearings
and intervention by the courts.

Surface Disturbance

All mining activities governed by the Bureau of
Land Management ("BLM") require reasonable reclamation. The lowest level of mining activity, “casual use,” is designed
for the miner or weekend prospector who creates only negligible surface disturbance (for example, activities that do not involve the use
of earth-moving equipment or explosives may be considered casual use). These activities would not require either a notice of intent to
operate or a plan of operation. For further information regarding surface management terms, please refer to 43 CFR Chapter II Subchapter
C, Subpart 3809.

The second level of activity, where surface disturbance
is 5 acres or less per year, requires a notice advising the BLM of the anticipated work 15 days prior to commencement. This notice must
be filed with the appropriate field office. No approval is needed although bonding is required. State agencies must be notified
to ensure all requirements are met.

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For operations involving more than 5 acres total
surface disturbance on lands subject to 43 CFR 3809, a detailed plan of operation must be filed with the appropriate BLM field office.
Bonding is required to ensure proper reclamation. An Environmental Assessment (EA) is to be prepared for all plans of operation to
determine if an Environmental Impact Statement is required. A National Environmental Policy Act review is not required for casual use
or notice level operations unless those operations involve occupancy as defined by 43 CFR 3715. Most occupancies at the casual use and
notice level in Arizona are covered by a programmatic EA.

An activity permit is required when use of equipment
is utilized for the purpose of land stripping, earthmoving, blasting (except blasting associated with an individual source permit issued
for mining), trenching or road construction.

Future legislation and regulations are expected
to become increasingly restrictive and there may be more rigorous enforcement of existing and future laws and regulations and we may experience
substantial increases in equipment and operating costs and may experience delays, interruptions or termination of operations. Failure
to comply with these laws and regulations may result in the assessment of administrative, civil and criminal fines or penalties, the acceleration
of cleanup and site restoration costs, the issuance of injunctions to limit or cease operations and the suspension or revocation of permits
and other enforcement measures that could have the effect of limiting production from our future operations.

Trespassing

The BLM will prevent abuse of public lands while
recognizing valid rights and uses under the mining laws. The BLM will take appropriate action to eliminate invalid uses, including unauthorized
residential occupancy. The Interior Board of Land Appeals (IBLA) has found that a claim may be declared void by the BLM when it has been
located and held for purposes other than the mining of minerals. The issuance of a notice of trespass may occur if an unpatented claim/site
is:

(1)
used for a home site, place of business, or for other purposes not reasonably related to mining or milling activities;

(2)
used for the mining and sale of leasable minerals or mineral materials, such as sand, gravel and certain types of building stone; or

(3)
located on lands that for any reason have been withdrawn from location after the effective date of the withdrawal.

Trespass actions are taken by the BLM Field Office.

Environmental Laws

We may become subject to various federal and state
environmental laws and regulations that will impose significant requirements on our operations. The cost of complying with current and
future environmental laws and regulations and our liabilities arising from past or future releases of, or exposure to, hazardous substances,
may adversely affect our business, results of operations or financial condition. In addition, environmental laws and regulations, particularly
relating to air emissions, can reduce our profitability. Numerous federal and state governmental permits and approvals are required for
mining operations. When we apply for these permits or approvals, we may be required to prepare and present to federal or state authorities
data pertaining to the effect or impact that a proposed exploration for, or production or processing of, may have on the environment.
Compliance with these requirements can be costly and time-consuming and can delay exploration or production operations. A failure to obtain
or comply with permits could result in significant fines and penalties and could adversely affect the issuance of other permits for which
we may apply.

Clean Water Act

The U.S. Clean Water Act and corresponding
state and local laws and regulations affect mining operations by restricting the discharge of pollutants, including dredged or fill
materials, into waters of the United States. The Clean Water Act provisions and associated state and federal regulations are complex
and subject to amendments, legal challenges and changes in implementation. As a result of court decisions and regulatory actions,
permitting requirements have increased and could continue to increase the cost and time we expend on compliance with water pollution
regulations. These and other regulatory requirements, which have the potential to change due to legal challenges, Congressional
actions and other developments increase the cost of, or could even prohibit, certain current or future mining operations. Our
operations may not always be able to remain in full compliance with all Clean Water Act obligations and permit requirements. As a
result, we may be subject to fines, penalties or changes to our operations.

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Clean Water Act requirements that may affect our
operations include the following:

Section 404

Section 404 of the Clean Water Act requires mining
companies to obtain U.S. Army Corps of Engineers (“ACOE”) permits to place material in streams for the purpose of creating
slurry ponds, water impoundments, refuse areas, valley fills or other mining activities.

Our construction and mining activities, including
our surface mining operations, will frequently require Section 404 permits. ACOE issues two types of permits pursuant to Section 404 of
the Clean Water Act: nationwide (or “general”) and “individual” permits. Nationwide permits are issued to streamline
the permitting process for dredging and filling activities that have minimal adverse environmental impacts. An individual permit typically
requires a more comprehensive application process, including public notice and comment; however, an individual permit can be issued for
ten years (and may be extended thereafter upon application).

The issuance of permits to construct valley fills
and refuse impoundments under Section 404 of the Clean Water Act, whether general permits commonly described as the Nationwide Permit
21 (NWP 21) or individual permits, has been the subject of many recent court cases and increased regulatory oversight. The results may
materially increase our permitting and operating costs, permitting delays, suspension of current operations and/or prevention of opening
new mines.

Employees

Currently, our officers and directors provide
planning and organizational services for us on an as-needed basis, and our administrative and office staff also works on an as-needed
basis. Some of the field work is completed by service providers and/or exploration partners. All of the operations, technical
and otherwise, are overseen by the directors of the Company.

Subsidiaries

On April 16, 2010, we caused the incorporation
of our wholly owned subsidiary, Provex Resources, Inc., under the laws of Nevada. On April 16, 2010, the Company entered into an Assignment
Agreement to assign the exclusive option to an undivided right, title and interest in the Bruner and Vernal property; and the Bruner Property
Expansion to Provex. Pursuant to the Assignment Agreement, Provex assumed the rights, and agreed to perform all of the duties and obligations,
of the Company arising under the Bruner and Vernal Property Option Agreement; and the Bruner Property Expansion Option Agreement. Provex’s
only assets are the aforementioned agreements and it does not have any liabilities.

On May 28, 2010, Provex Resources, Inc. entered
into an exclusive right and option agreement with Canamex Resources Corp. (“Canamex”) whereby Canamex could earn up to a 75% undivided
interest in the Bruner and the Bruner Property Expansion. Canamex agreed to spend an aggregate total of US $6 million on exploration and
related expenditures over the ensuing seven years whereupon the Company agreed to grant the right and option to earn a vested seventy
percent (70%) and an additional five percent (5%) upon delivery of a bankable feasibility study.

On April 25, 2017, Provex and Canamex Resources
Corp. (“Buyer) entered into a purchase and sale agreement whereby Canamex Resources purchased our 30-per-cent working interest in
the Bruner gold/silver mine project for US$1.0 million cash, and the retention of a net smelter return (“NSR”) royalty on
the Bruner property including any claims acquired within a two-mile area of interest around the existing claims. Additionally, the Buyer
had the option to buy-down half of the NSR royalty for US$5 million any time during a five-year period following closing of the purchase
and sale agreement.

On May 23, 2017, the Company caused the incorporation
of its wholly owned subsidiary, Patriot Gold Canada Corp (“Patriot Canada”), under the laws of British Columbia, Canada.

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On May 7, 2018, the Company caused the name change
of our wholly owned subsidiary, Provex Resources Inc. to Goldbase, Inc. (“Goldbase”) under the laws of Nevada.

On June 27, 2019, the Company approved a change
in its fiscal year end from May 31 to December 31.