UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

¨

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x  

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedDecember 31, 20152022

OR

¨

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to __________

OR

¨

☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report______________________

Commission file number: 000-54728

Avrupa Minerals Ltd.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada

(Jurisdiction of incorporation or organization)

Suite 410 – 325 Howe Street, Vancouver, British Columbia, CanadaV6C 1Z7

 (Address(Address of principal executive offices)

Winnie Wong, Chief Financial Officer

410-325 Howe Street. Vancouver, BC V6C 1Z7, Canada

Phone: 604-687-3520 Ext 236          Email: wwong@pacificopportunity.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities to be registered pursuant to Section 12(b) of the Act:

None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Shares, withoutno par value

(Title of Class)

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 Company’s classes of capital or common stock as of the close of the period covered by the annual report. 55,475,79754,674,754 Common Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨ No x

If this report is an annual or a transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934. Yes¨ Nox

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 ninety days. Yesx No¨

Indicate by check markCheck 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)(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.  files).

Yes¨x No ¨

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated“accelerated filer and large accelerated filer”filer” in Rule 12b-2 of the Exchange Act.   Large accelerated filer¨  Accelerated filer  ¨  Non-accelerated filerx

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.    ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).    ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP¨

International Financial Reporting Standards as issued

Other¨

by the International Accounting Standards Boardx

If “Other”“Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ¨ Item 18¨

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 x

Page 1 of 116

Index to Exhibits on Page 79

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81

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Avrupa Minerals Ltd.

Form 20-F Annual Report

Table of Contents

Part I2

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Item 1.  Identity of Directors, Senior Management and Advisors

5

Item 2.  Offer Statistics and Expected Timetable

5

Item 3.  Key Information

5

Item 4.  Information on the Company

13

Item 5.  Operating and Financial Review and Prospects

39

Item 6.  Directors, Senior Management and Employees

50

Item 7.  Major Shareholders and Related Party Transactions

58

Item 8.  Financial Information

59

Item 9.  Offer and Listing of Securities

59

Item 10.  Additional Information

62

Item 11.  Disclosures About Market Risk

75

Item 12.  Description of Securities Other than Equity Securities

76

Part II

76

Item 13.  Defaults, Dividend Arrearages and Delinquencies

76

Item 14.  Modifications of Rights of Securities Holders and Use of Proceeds

76

Item 15.  Controls and Procedures

76

Item 16.  Reserved

77

Item 16A.  Audit Committee Financial Expert

77

Item 16B.  Code of Ethics

77

Item 16C.  Principal Accounting Fees and Services

77

Item 16D.  Exemptions from the Listing Standards for Audit Committees

78

Item 16E.  Purchases of Equity Securities by the Issuer and Affiliated Purchasers

78

Item 16F.  Change in Registrant’s Certifying Accountant

78

Item 16G.  Corporate Governance

78

Item 16H.  Mine Safety Disclosure

78

Part III

78

Item 17.  Financial Statements

78

Item 18.  Financial Statements

78

Item 19.  Exhibits

79

Signature Page

116

Part I

Item 1. Identity of Directors, Senior Management and Advisors

Table No. 1Not Applicable

Company Officers and Directors

The Company’s auditor is DeVisser Gray LLP, Chartered Accountants, 401 - 905 West Pender Street, Vancouver, British Columbia, Canada, V6C 1L6. DeVisser Gray LLP has been auditor of the Company since inception.

Item 2. Offer Statistics and Expected Timetable

Not Applicable

Item 3. Key Information

As used within this Annual Report, the terms “Avrupa”, “the Company”, “Issuer” and “Registrant” refer collectively to Avrupa Minerals Ltd., its predecessors, subsidiaries and affiliates.

SELECTED FINANCIAL DATA

The following tables set forth and summarize selected consolidated financial data for the Company, prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The selected financial data of the Company for the Years Ended December 31, 2015, 2014 and 2013, were audited by DeVisser Gray LLP, Chartered Accountants, as indicated in its audit report which is included elsewhere in this Annual Report. The selected financial data for the Years Ended December 31, 2012 and 2011 were derived from the financial statements of the Company which have been also audited by DeVisser Gray LLP, Chartered Accountants, but are not included herein.

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The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhere in this Annual Report.

The Company has not declared any dividends on its common shares since incorporation and does not anticipate that it will do so in the foreseeable future.  The present policy of the Company is to retain future earnings, if any, for use in its operations and the expansion of its business.

Table No. 2 is derived from the financial statements of the Company, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

Table No. 2

Selected Financial Data

(CDN$ in 000, except per share data)

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$).  

Table No. 31 sets forth the rate of exchange for the Canadian Dollar at the end of the five most recent annual periods December 31^st, the average rates for the period, and the range of high and low rates for the period.

For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. The table sets forth the number of Canadian dollars required under that formula to buy one U.S. Dollar. The average rate means the average of the exchange rates on the last day of each month during the period.

Table No. 3

Canadian Dollar/U.S. Dollar

5

The exchange rate was $1.30$1.35 on MarchDecember 31, 2016.2022.

Statement of Capitalization and Indebtedness

Not applicable.

Reasons for the offer and use of proceeds

Not applicable.

Risk Factors

An investment in the Common Shares of the Company must be considered speculative due to the nature of the Company’s business and the present stage of exploration and development of its non producingnon-producing mineral properties. In particular, the following risk factors apply:

The effects of a global pandemic, including the COVID-19 outbreak, may have a negative effect on the Company’s operations and financial condition

The World Health Organization declared the novel coronavirus COVID-19 as a pandemic in March 2020. This declaration has led to numerous emergency measures being instituted in many countries, including the United States, Canada and Peru. These measures include government and business closures, stay-at-home orders, and limitations placed on work and travel. The continued outbreak of COVID-19, or any other pandemic, could materially and adversely impact the Company’s operations including mineral exploration, its joint-ventures, receipt of necessary government approvals, and regulatory compliance. It may also have a negative effect on the equity and debt markets, which may make raising additional capital more difficult or not available. The full extent of such impacts is outside the Company’s control and may have a significant negative effect on the Company’s operations and financial condition.

Risks Associated with Mineral Exploration

The Company is engaged in the mineral exploration business, which is highly speculative and has certain inherent risks which could have a negative effect on the Company

Mineral exploration is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environment protection, the combination of which factors may result in the Company not receiving an adequate return on investment capital.

All of the Company's mineral properties are at the exploration stage and all of the Company's exploration expenditures may be lost

The Company is at the exploration stage on all of its properties and substantial additional work and expenditures will be required in order to determine if any economic deposits occur on the Company’s properties. Mineral exploration is highly risky, and most exploration properties do not contain any economic deposits of minerals. If a property is determined to not contain any economic reserves of minerals, the entire amount spent on exploration will be lost.

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The mineral industry is highly competitive

The Company will be required to compete in the future directly with other corporations that may have greater resources. Such corporations could outbid the Company for potential projects or produce minerals at lower costs which would have a negative effect on the Company’s operations.

Commodity prices may not support corporate profit

The resource industry in general is intensely competitive and there is no assurance that, even if commercial quantities of minerals are discovered and developed, a profitable market will exist for the sale of same. Factors beyond the control of the Company may affect the marketability of any minerals discovered. The price of natural resources are volatile over short periods of time, and is affected by numerous factors beyond the control of the Company, 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. If the Company is unable to economically produce minerals from its projects, it would have a negative effect on the Company’s financial condition or require the Company to cease operations altogether.

The Company's mineral exploration activities are subject to substantial government regulatory requirements

The mineral projects in which the Company has an interest are located in Portugal, KosovoFinland, and Germany.Kosovo. The process for acquiring an interest in mineral concessions in these three countries is different from procedures for acquiring mining claims in Canada or the United States and involves certain risks not applicable in those jurisdictions.

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These countries are politically stable European jurisdictions governed by democratically-elected leaders. In each of these countries,the legal, tax, and administrative institutions for business activities are in place, and processes and procedures are established and understood. In Kosovo, the legal and administrative framework for the mining industry has been established over the past ten years, first by the United Nations Mission in Kosovo and followed-up and further developed by the Kosovo government. Specifically, a new mining law, established in 2010, exists, and the independent regulator and oversight mechanism is functioning properly.

In Portugal, the rights and obligations associated with mining concession are governed byDirecção-Geral de Energia e Geologia (“DGEG”). A complete application, including detail work plans to be carried out, minimum planned amount of investment, the means of financing, financial standing and ability of the applicant, detailed measurements to be used for environmental protection and evidence of advertising such in a county newspaper and the official gazette, is submitted to the DGEG. Before a decision is made by the DGEG, the DGEG might request clarification of the proposal and further supporting documents and information about the application as well as having a hearing of the consultation office. Once the application is approved, the DGEG will sign the administrative contract (mining concession) with the applicant as well as publishing an abstract in the official gazette. In order to keep a mining concession valid and in effect, it is necessary to pay an annual license fee as well as putting up bonds for the claims.

In Kosovo, Independent Commission of Mines and Minerals (“ICMM”) oversees the exploration license application process. Under Official Gazette of the Republic of Kosova/Pristina, No. 80/27, Law No 08/L – 163, Article 21, an exploration license can be applied for a parcel of land no greater than 100 square kilometers, with a three-year term. Extension periods can be granted upon reducing the parcel of land by 50%; each extension is for an additional two years and can be done three times. To maintain the licenses, the company requiresis required to report by the end of a calendar year all work performed and provide ICMM the financial report. Environmental safety regulations are followed in accordance to the European standards.

In Germany, Sächsisches Oberbergamt (Saxonian HighFinland, the Ministry of Employment and the Economy is responsible for overseeing mining and exploration activities under the Mining Authority, the “MA”) overseas theAct, which was issued in June 2011. Currently, an exploration license application.  Any individual or company (domestic or foreign) can apply for such.  Each license, once granted, will be valid for uppermit is required to five years, with the possibility of extending.  The company must provide proof of activities; otherwise, the license can be cancelled.  If there are competing licenses, the MA will decide on the basis of the capabilities of the competing applicants.  The process of license granting can be daunting and long.conduct most exploration activities, while a mining permit is required to exploit any mineral deposit. Annual reports must be submitted to retain its interestexploration permit fees range from €20 per hectare in the licenses.permit’s first 4 years to €50 per hectare in year 11 and beyond. However, the government has recently proposed changes to the existing act which would grant greater control over mining operations to local areas while increasing license fees.

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Mineral exploration and mining activities in Portugal, Kosovo and GermanyFinland may be affected in varying degrees by political instability and government regulations relating to the mining industry. Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business. Future operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriations of property, environmental legislation and mine safety.

Changes in these regulations or in their application are beyond the control of the Company and may adversely affect its operations, business and results of operations. The requirements to comply with these regulations may result in increased costs, as well as delays in obtaining the permits required to conduct operations. Failure to comply with the conditions set out in any permit or failure to comply with the applicable statutes and regulations may result in orders to cease or curtail operations or to install additional equipment. The Company may be required to compensate those suffering loss or damage by reason of its operating or exploration activities.

On the Federal, Provincial/Territorial and State level, the Company must comply with exploration permitting requirements which require sound operating and reclamation plans to be approved by the applicable government body prior to the start of exploration. Depending upon the type and extent of the exploration activities, the Company may be required to post reclamation bonds and/or assurances that the affected areas will be reclaimed. If the reclamation requires funds in addition to those already allocated, the Company could be forced to pay for the extra work and it could have a significant negative effect upon the Company’s financial position and operations.

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As the Company’s operations are primarily related to the exploration of our properties in these jurisdictions, many governmental regulations relating to mining activities are not yet application to the Company.

Our potential mining processing operations and exploration activities in these jurisdictions are subject to various laws governing land use, the protection of environment, prospecting, development, production, exports, taxes, labor standards, occupational health, mine safety and other matters. Such operations and exploration activities are also subject to substantial regulation under these laws by governmental agencies and may require that the Company obtain permits from various governmental agencies. The Company believes that it is in substantial compliance with all material laws and regulations which currently apply to the Company’s activities. There can be no assurance, however, that all permits which the Company may require for future operations will be obtainable on reasonable terms or that such laws and regulations would not have an adverse effect on any mining project which the Company might undertake.

Failure to comply with laws and regulations may result in orders being issued thereunder which may cause operations to cease or be curtailed or may require installation of additional equipment. Violators may be required to compensate those suffering loss or damage by reason of their mining activities and may be subject to fines or penal sanctions if convicted of an offense under such legislation.

Amendments to current laws and regulations governing operations and activities of mining companies or more stringent implementation thereof could have a material adverse impact on the Company or prevent development of the Company’s mining properties.

The jurisdictions that the Company has operations in have environmental legislation that requires that the mining concessionaire to obtain the authorization from the applicable environmental authorities to initiate any exploration or exploitation activity. Environmental legislation in these jurisdictions imposes potential liability on owners and/or operators of mining facilities which release hazardous substances into the environment and are required to carry out their operations using methods and techniques not liable to cause damage to the environment or the land-owner.

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The Company’s title to its properties may be disputed by third parties which could result in the loss of title to its properties

The Company has only done a preliminary title survey of its exploration properties in accordance with industry standards. These procedures do not guarantee the Company’s title and therefore, in accordance with the laws of the jurisdictions in which these properties are situated, their existence and area could be in doubt. Unregistered agreements or transfers, or native land claims, may affect title. If title is disputed, the Company will have to defend its ownership through the courts, which would likely be an expensive and protracted process and have a negative effect on the Company’s operations and financial condition. In the event of an adverse judgment, the Company would lose its property rights.

Risks Relating to the Financing of the Company

The Company’s auditors have Expressed a “Going Concern” Opinion.

The Company’s auditor has included a “going concern” opinion in its auditors’ report to the Company's consolidated financial statements for the fiscal year ended December 31, 2022. The qualification was included as a result of the Company having no current source of revenue, incurring losses since inception, and the need to obtain additional financing. If the Company is unable to meet its obligations, it will not be able to fulfill its business plan and be forced to reduce certain operations or cease operations altogether.

The Company will require additional financing which could result in substantial dilution to existing shareholders

The Company, while engaged in the business of mineral exploration, is dependent on additional financing for planned exploration programs as outlined herein. Management anticipates being able to raise the necessary funds by means of equity financing. The ongoing exploration of the Company’s properties is dependent upon the Company’s ability to obtain financing through the joint venturing of projects, debt financing, equity financing or other means. Such sources of financing may not be available on acceptable terms, if at all. Failure to obtain such financing may result in delay or indefinite postponement of exploration work on the Company’s exploration properties, as well as the possible loss of its interest in such properties. Any transaction involving the issuance of previously authorized but unissued shares of common stock, or securities convertible into common stock, could result in dilution, possibly substantial, to present and prospective holders of common stock. These financings may be on terms less favorable to the Company than those obtained previously.

The Company has a history of net losses and no operational cash flow to sustain operations and does not expect to begin receiving operating revenue in the foreseeable future

None of the Company’s properties have advanced to the commercial production stage and the Company has no history of earnings or cash flow from operations. The Company has paid no dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future. Historically, the only source of funds available to the Company has been through the sale of its common shares. Any future additional equity financing would cause dilution to current stockholders. If the Company does not have sufficient capital for its operations, management would be forced to reduce or discontinue its activities which would likely have a negative effect on the stock price.

Risks Relating to an Investment in the Securities of the Company

The market for the Company’s common stock has been subject to volume and price volatility which could negatively effectaffect a shareholder’s ability to buy or sell the Company’s shares

The market for the common shares of the Company may be highly volatile for reasons both related to the performance of the Company or events pertaining to the industry (e.g. mineral price fluctuation/high production costs/accidents) as well as factors unrelated to the Company or its industry. In particular, marketMarket demand for products incorporating resource commodities fluctuate from one business cycle to the next. The Company’s 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

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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 Company’s common shares can also be expected to be subject to volatility resulting from purely market forces over which the Company will have no control. Further, despite the existence of a market for trading the Company’s common shares in Canada, 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.

The Company has a dependence upon key management employees, the loss or absence of which could have a negative effect on the Company’s operations

The Company strongly depends on the business and technical expertise of its management and key personnel, including Chief Executive Officer and President Paul Kuhn and Chief Financial Officer Winnie Wong. There is little possibility that this dependence will decrease in the near term. As the Company’s operations expand, additional general management resources will be required. The Company may not be able to attract and retain additional qualified personnel and this would have a negative effect on the Company’s operations.

Certain officers and directors may have conflicts of interest

Certain of the directors and officers of the Company are also directors and/or officers and/or shareholders of other natural resource companies. While the Company is engaged in the business of acquiring and exploring mineral properties, such associations may give rise to conflicts of interest from time to time. The Directors of the Company 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 that they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the board of directors, any director in a conflict must disclose his interest and abstain from voting on such matter. In determining whether or not the Company will participate in any project or opportunity, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at the time.

The Company could be deemed a passive foreign investment company which could have negative consequences for U.S. investors

The Company could be classified as a Passive Foreign Investment Company (“PFIC”) under the United States tax code. If the Company is declared a PFIC, then owners of the Company’s Common Stock who are U.S. taxpayers generally will be required to treat any so-called "excess distribution" received on its common shares, or any gain realized upon a disposition of common shares, as ordinary income and to pay an interest charge on a portion of such distribution or gain, unless the taxpayer makes a qualified electing fund ("QEF") election or a mark-to-market election with respect to the Company’s shares. A U.S. taxpayer 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 classified as a PFIC, whether or not the Company distributes any amounts to its shareholders.

U.S. investors may not be able to enforce their civil liabilities against the Company or its directors, controlling persons and officers

It may be difficult to bring and enforce suits against the Company. The Company is a corporation incorporated in Canada under the laws of British Columbia. Three of the Company’s directors and officers are residents outside of the United States and all of the Company’s assets and its subsidiaries are located outside of the United States. Consequently, it may be difficult for United States investors to effect service of process in the United States upon those directors or officers who are not residents of the United States, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under United States securities laws. There is substantial doubt whether an original action could be brought successfully in Canada against any of such persons or the Company predicated solely upon such civil liabilities under the U.S. Securities Act.

Broker-Dealers may be discouraged from effecting transactions in our 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, impose sales practice and disclosure requirements on FINRA broker-dealers who make a market in "a penny stock". A penny stock generally includes any equity security that has a market price of less than US$5.00 per share that is not registered on certain national securities exchanges or quoted on the NASDAQ system. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting

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transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our 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 in each of the last two years, 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 US 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.

As a “Foreign Private Issuer”, the Company is exempt from the Section 14 Proxy Rules and Section 16 of the 1934 Securities Act

The submission of proxy and annual meeting of shareholder information (prepared to Canadian standards) on Form 6-K may result is shareholders having less complete and timely data. The exemption from Section 16 rules regarding sales of common shares by insiders may result in shareholders having less data.

Item 4. Information on the Company

DESCRIPTION OF BUSINESS

Introduction

Avrupa’s executive office is located at:

325 Howe Street, Suite 410, Vancouver, British Columbia, Canada V6C 1Z7

Telephone: (604) 687-3520

Facsimile: 1-888-889-4874

E-Mail:info@avrupaminerals.com

Website:www.avrupaminerals.com

The contact person in Vancouver is Winnie Wong, CFO.

The Company's common shares trade on the TSX Venture Exchange under the symbol "AVU".

The authorized share capital of the Company consists of an unlimited number of common shares. As of April 29, 2016,December 31, 2022, there were 55,475,797 54,674,754 common shares outstanding.outstanding after adjustment for the 1 for 4 share consolidation effective December 21, 2020.

The Company is a growth-oriented junior exploration and development company focused on aggressive exploration, using a prospect generator model, for valuable mineral deposits in politically stable and prospective regions of Europe, including Portugal, Kosovo,Finland, and Germany.  9 exploration licenses are currently held by the Company in the three countries, including 6 in Portugal, 2 in Kosovo, and 1 in Germany.Kosovo.

The Company is the operator of 2 joint-ventures in Portugal, and a joint-venture partner operates 1 project in Kosovo. The Company is currently working to upgrade precious and base metal targets on its other licenses to joint-venture ready status in order to attract potential partners to project-specific and/or regional exploration programs.

Corporate Background

The Company was incorporated on January 23, 2008 under the Business Corporations Act of British Columbia under the name Everclear Capital Ltd. On July 7, 2010, the Company changed its name to Avrupa Minerals Ltd.

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The

As of December 31, 2022, the Company presently has the following subsidiaries:

(1)The companies are in the process of being wound up. 

(2)This company is accounted for using the equity method. 

Currently, the Company conducts mineral exploration in Portugal, KosovoFinland and Germany.Kosovo.

History and Development of the Business

Avrupa was incorporated on January 23, 2008 under the Business Corporations Act of British Columbia. The Company became a “Capital Pool Company” as defined in the Exchange’s Listing Policy 2.4 and its common shares began trading on the TSX Venture Exchange (the "Exchange") on September 2, 2008.

As a Capital Pool Company, the principal business of the Company was to identify and evaluate opportunities for the acquisition of an interest in an asset or business and, once identified and evaluated, to negotiate an acquisition or participation subject to receipt of shareholder approval and acceptance for filing by the Exchange. Until the completion of such a Qualifying Transaction (“QT”), as defined under Exchange Listing Policy 2.4, the Company did not carry on any business other than the identification and evaluation of assets or businesses in this connection.

The Company completed its QT on July 13, 2010 to acquire 90% of the issued and outstanding shares in MAEPA Empreendimentos Mineiros e Participacoes Lda., a private Portugese company (“MAEPA”) and (b) 92.5% of the issued and outstanding shares of Innomatik Exploration Kosovo LLC, a private Kosovo company (“Innomatik”). The Company received the final approval from the Exchange for its QT and its common shares resumed trading under its current name and trading symbol “AVU” on the Exchange as of July 14, 2010. In April 2012, the Company acquired the remaining 10% of MAEPA to own 100% by paying $150,000 cash and issuing 500,000 common shares. In August 2013, the Company acquired the remaining 7.5% of Innomatik to own 100% by issuing 450,000 common shares and paying €100,000.€100,000.

The Company, through its holding in MAEPA, holds sixone exploration licenseslicense in Portugal spread fromwithin the north toPortuguese portion of the southIberian Pyrite Belt in the southern portion in the country. The licensesAlvalade license have been issued to MAEPA by the government of Portugal, and are as follows:

·

Alvalade Joint-Venture

·

Covas Joint-Venture

·

Marateca

·

Alvito

·

Santa Margarida do Sado

·

Mertola

Portugal.

Licenses have varying work commitments, as approved by the government of Portugal, and all licenses carry a 3% net smelter royalty (“NSR”), payable to the government of Portugal.

In December 2021, the Company signed a binding letter agreement with Akkerman Exploration B.V., a Dutch holding company, to acquire a 100% interest in Akkerman Finland OY (“AFOy”). AFOy owns three mineral reservations in the past-producing and high prospective Vihanti-Pyhäsalmi VMS district in central Finland and a fourth reservation covering under-explored gold targets in a greenstone belt-hosted major shear zone.

In February 2022, the Company issued 3,800,000 common shares at a deemed price of $0.075 per share to settle outstanding debt of $285,000.

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In March 2022, the Company closed the private placement of 16,666,667 common stock units at a price of $0.075 per unit for gross proceeds of $1,250,000. Each unit is comprised of one common share and one common share purchase warrant, with each warrant exercisable into one additional common share at a price of $0.125 until February 28, 2025. The Company, through its 100% holdingfunds will be used for the acquisition and exploration of the four new exploration projects in Innomatik, holds two exploration licenses in Kosovo:Finland and for working capital.

·

Silvovo

·

Metovit (Kamenica)

The Slivovo licenseIn May 2022, the Company’s Kosovo subsidiary was issued in 2012, and there is a 5% NSRs payable tonew exploration license on the governmentSlivovo property by the Mining Bureau of Kosovo. The original Kamenica license was dropped but replaced by the fully-overlapping new Metovit license.

In Germany,August 2022, the Company currently hasentered into an Option Agreement with Western Tethyan Resources on the project which was renamed the Slivova Project. Under the agreement, Western Tethyan can earn up to an 85% interest in the Oelsnitz ExplorationProject by funding €1,800,000 in exploration and development expenses over 3 years and then by making certain milestone and success payments in addition to completing an Environmental Impact Statement, a Feasibility Study, and completing a Mining License a gold exploration project locatedapplication. A definitive agreement was completed in the Free State of Saxony in Eastern Germany. Under the terms of the original Memorandum of Understanding with Beak Consultants GmbH ("Beak"), once the Company has earned an 85% interest in the property, the Company and Beak will form a joint-venture to further explore the property. The Company earned its 85% interest through meeting its minimum exploration expenditure requirement of €140,000 during 2012 and is currently working with Beak to establish the joint-venture entity.May 2023.

Business Overview

The Company currently has interests in mineral exploration projects located in Portugal, GermanyFinland, and Kosovo. The Company and all of its properties are at the exploration stage. There is no assurance that a commercially viable resource deposit is present on any of the Company’s properties, and additional exploration is required before it is determined if any property is economically and legally viable.

Operations in certain areas are seasonal as the Company cannot conduct certain exploration activities on its properties year-round. The Company is not currently dependent upon market prices for its operations, nor is it dependent upon any patents, licenses or manufacturing processes. The Company’s operations are dependent upon exploration rights and claims as well as the terms of option and/or joint venture agreements on those properties. Please see the individual property descriptions below for the details of each of the Company’s current exploration projects.

Mineral Properties

The Company currently has interests in 96 mineral exploration properties, including 6 properties1 property in Portugal, 2 properties1 property in Kosovo, and 1 property4 mineral exploration reservations in Germany.Finland. All of the Company's properties are currently at the exploration stage.

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Portugal

The Company through its subsidiary MAEPA, is currently focused in the Portuguese portion of the Iberian Pyrite Belt, a district with over 2,000 years of mining history from at least Roman times.

TheExploration licenses in Portugal are all exploration contracts with exploration commitments but not environmental liabilities attached to any of the contracts.  These licenses typically have duration of 2+1+1+1 years with the Covas exploration license being extended for 1 additional year.years. In addition, all the licenses have a 3% NSR attached which may be negotiated downwards in certain instances.

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The governing body for Portugal is the Direcao-Geral de Energia e Geologia (“DGEG”). Typically, from application to issuance of licenses, it takes anywhere from 6-12 months, depending on the government’s ability and efficiency to check the application area for competitive application bids, various liabilities (local or regional, political, and/or technical), and anything that might obstruct exploration progress. Often the wait for issuance depends on the prior activities and obligations of the responsible government officials, and the desire to make a public showing of the signing ceremony which advertises investment into Portugal.  The Company has experienced a couple of delays due to the change of the political party in power where the Company had to wait for a new minister to be selected, and therefore his/her involvement in the signing ceremony

Despite some exploration properties located on sites with historical operations, the Company does not have any potential environmental liabilities associated these properties.with its Alvalade license.

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Alvalade Project

Alvalade JV Project with Colt Resources

The Alvalade joint-venture project is located in southern Portugal in the Portuguese Pyrite-Belt.Pyrite Belt. The project consists of one exploration license and covers approximately 902115 square kilometers. The Company currently has a 40%100% interest in the project which subject to aits joint-venture agreement with Colt Resources Inc. (“Colt”)MATSA who can earn up to an 80%85% interest in the property.project.

Location and Access

The project is located on the Northwest extension of the Portuguese Pyrite Belt in the southwest portion of the country. The Alvalade Joint Venture is easily accessed by both paved and unpaved roads. Regional two to four lane paved roads cross the license block east to west and north to south. Secondary and Tertiary roads form a network that allows access to much of the JV area. A railroad line, which is used to transport copper and zinc concentrates from the Neves Corvo Mine to the port of Setubal passes through the Alvalade license. Several large towns, including Grandola, Ferreira do Alentejo, Castro Verde, and Aljustrel lie within or just outside of the borders of the license block. Electric power lines are ubiquitous, and a number of year-round rivers cross the license area, the main one being the Sado River.

As the Alvalade JV license block is considered to be a pure exploration play, there are no development types of facilities or plants at this time. The Company uses a warehousetwo warehouses for core storage and detailed review of the core, as well as for a small field office.

Regional and Property Geology

Rocks in the area include Devonian sediments, volcanic sediments, felsic sub-volcanic domes, and mafic diabase-like rocks form the package of target rocks in the area that potentially host copper- and zinc-bearing massive sulfide deposits. These are often covered by younger Carboniferous clastic sediments and turbidites. About 75% of the license block is covered by Tertiary sediments and/or Quarternary gravels. The Devonian target rocks, form a unit that is traceable from south of Lisbon, Portugal to near Seville, Spain, which is the Iberian Pyrite Belt (IPB). The IPB is host to many massive sulfide and stockwork sulfide deposits, which have a history of mining that dates back to Roman times.

The Alvalade JV encompasses the Portuguese part of the IPB that lies just north of the regional Messajana Fault. The giant Aljustrel massive sulfide body lies just to the south of the fault. Two formerly producing mines, Lousal and Caveira, lie within the property boundaries. Previous explorers have drilled upwards of 300 holes within the JV area. However, many of the holes did not penetrate more than a few 10’s of meters into bedrock. The Company’s compilation and review of the geology and structure of the Alvalade JV licenses indicates the strong possibility of new interpretations for the stratigraphy and the structural framework of the region, allowing for potential discoveries in previously drilled parts of the property block.

Acquisition Details

The Company originally acquired its interest in the property through its acquisition of 90% of MAEPA in July 2010 and increased its interest to 100% (subject to a 3% NSR to the government of Portugal) upon the acquisition of the remaining 10% of MAEPA in April 2012.

The Alvalade JV formerly covered 3 licenses (Ferreira do Alentejo, Lousal Alvalade and Canal Caveira). In October 2013, the government of Portugal approved the amalgamation of the three exploration licenses into a single exploration license. The new license was issued on October 31, 2013 and expires on December 31, 2016. No land reductions are required during the period, and the license may be renewed for up to two one-year periods, with a 50% land reduction upon each renewal.The license has a 3% NSR attached which may be negotiated downwards in certain instances.

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In December 2017, the Company signed an exclusivity agreement with a subsidiary of an international mining company, allowing it a right to negotiate the acquisition of an interest in the Alavade property, the Marateca property and the Mertola property for non-refundable payments of €25,000 in respect of each property for a total of €75,000. Such amount was received in December 2017 and was used to offset the expenditures incurred in fiscal 2018.

Former Joint-Venture AgreementAgreements

On June 6, 2011, the Company announced that it signed a Memorandum of Understanding (“MOU”) with Antofagasta Minerals S.A. (“Antofagasta”) to undertake exploration for copper-zinc massive sulfide deposits on the Alvalade project.

The agreement covered the three original Avrupa licenses: Alvalade, Canal Caveira, and Ferriera do Alentejo. The formerly operating Lousal and Caveira copper mines are located within the project area. Antofagasta completed a US$300,000 Initial Study of the project, which included acquisition of much of the remaining historic data, re-logging of selected drill holes, systematic sampling, and integrated geological and geophysical interpretation of the targeted areas

Under the original agreement, Antofagasta had the option to acquire an undivided 51% interest in the project, which can be exercised by Antofagasta funding or incurring expenditures of an additional US$4 million over three years. After exercise of the first option, Antofagasta would be granted a further option to acquire an additional 24% interest in the project for an aggregate 75% undivided interest, by completing and delivering a Feasibility Study on the project to the Company within five years. The Company was the operator of the joint-venture through the first option period. In February 2014, Antofagasta completed the expenditure of the required US$4 million and earned a 51% interest in the joint-venture.

On February 25, 2014, the Company and Antofagasta signed an amended Joint Venture Agreement. On January 27, 2015, the Company and Antofagasta signed a second amended Joint Venture Agreement which allowed for more interim funding by Antofagasta, an expanded time frame in which to get a feasibility study decision, and a means for Avrupa to be carried to production, if there is a production decision to be made on the project. Antofagasta subsequently earned an additional 9% in the project (60% total) by funding an additional US$2,000,000 on exploration for a total of US$6,300,000.

On August 31, 2015, the Company signed an agreement with Colt Resources Inc. (“Colt”) and Antofagasta, whereby Colt will purchase Antofagasta’s 60% interest in the property for a total of US$7.1 million in incremental payments and a 1% NSR to Antofagasta. With the purchase, Colt is nowbecame the optionee partner with the Company onoperating the project. Under the following revised joint-venture agreement, Colt cancould earn up to 80% of the Joint-venture through a combination of exploration expenditures, completion of a feasibility study, and generation of a mine development decision by the end of the year 2023 as follows:2023.

·Colt subsequently defaulted on its joint-venture obligations. In order to regain a 100% interest in the property, Avrupa entered into an agreement with Colt and Antofagasta. Under the agreement, the Company agreed to forgive approximately €160,000 in debts, assume a deposit on the project of €75,000, and make the following payments to the initial partner on the project in return for increasing its interest in the project from 40% back to 100%:

To earn

·Cash payment of US$250,000 on the filing of an initial NI 43-101 compliant resource estimate meeting certain minimum criteria; 

·Staged cash payments totaling US$1,000,000 on the completion of a further 2.5% of the JV (for an aggregate total of 62.5%), Colt must fundNI 43-101 compliant feasibility study meeting certain minimum criteria; and 

·Staged cash payments totaling US$1.75 million by December 31, 2015 (Option 3 Year 1) [not met].

·

To earn a further 2.5% of the JV (for an aggregate total of 65%), Colt must fund US$1.75 million by December 31, 2016 (Option 3 Year 2).

·

To earn a further 2.5% of the JV (for an aggregate total of 67.5%), Colt must fund US$1.75 million by December 31, 2017 (Option 4 Year 1).

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To date, Avrupa has drilled seven closely-spaced, shallow core holes in the area of SES002 and SES003 to determine possible extent of the “2” Lens. Avrupa also conducted several types of downhole and surface geophysical surveys. Intercepts of broken massive sulfide mineralization in SES005, SES006, and SES007, along with results from the geophysical work, and review of the actual core material in all of the holes suggested that mineralization comprising the “2” Lens occurred in a fault zone (now understood as the eastern boundary fault described in the news releases of February 11, 2019 and March 11, 2019). The interpretations from the 2014 drilling program suggested that the possible extents of the “2” Lens were on the order of 100-125 meters dip x 50-75 meters strike, and 5-10 meters thickness, as demonstrated in the following cross section and map view of the mineralization.

The program continues to be highly successful, accomplishing goals of better technical understanding of the Sesmarias mineralizing system and significantly enlarging it. This self-funded drilling program is the seventh phase of drilling to be completed by Avrupa Minerals on the Alvalade license. In addition to further targets in the immediate Sesmarias Project area, additional future drilling is anticipated for the Sesmarias-Lousal-Monte da Bela Vista District, as well as in other Avrupa generated target areas with related Pyrite Belt-style massive sulfide targets and mineralization.

The initiation of the first stage of exploration by MAEPA was delayed due to the COVID-19 situation in Portugal and Spain. Portugal was declared to be in a State of Emergency on March 18th, 2020 which included the suspension of most government operations and private enterprises. On May 2nd, the Emergency was cancelled and a multi-phased plan to ease restrictions and reopen the Country and its economy was initiated.

On June 25, 2020, the Company announced that the five-year Experimental Exploitation License (“EEL”) was issued to PorMining for the Alvalade projectproject. Work commenced with the review and paid €526,045 directly towards drilling costsfull compilation of all historic data from the license area. Initial physical work included re-logging selected Sesmarias core, first logging and two geologists for a totalsampling of €674,737.  Colt had not met the Option 3 Year 1 expenditures as of December 31, 2015available, prior-to-Avrupa, historic core, geochemical exploration in selected target areas and Sesmarias extensions, and property-wide geophysics.

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In October 2020, the Company is currently negotiating with Colt.  Subsequentannounced that the Company would start a 7,000 to December 31, 2015, Colt forwarded another €115,019 for8,000 meter diamond drilling program at the Alvalade project.

Covas

Project. The Covas property is a tungsten-gold exploration projectprogram would test the Sesmarias copper-zinc massive sulfide discovery along strike to both the north and south, as well as the Monte da Bela Vista stockwork zone, located in the northwestern portion of Portugal. The property consists of a single exploration license and is 1,949 hectares in size. The Company currently has a 25% interest in the property, subject to a joint-venture option agreement with Blackheath Resources Inc. who may earn up to an 85% interest in the property.

Location and Access

The property is located in northwestern Portugal near the border with Spain, approximately 100nine kilometers north of Sesmarias. The Company would also drill at a number of other attractive massive sulfide targets around the city115-square kilometer license during the early stages of Porto. the program.

The property is accessible by paved roadsAlvalade Experimental Exploitation license covers at least five target basin areas, each with numerous potential drill target setup locations. Sesmarias has seen the most recent work due to Avrupa’s copperand zinc-bearing massive sulfide discovery in 2014. Other areas, including Monte da Bela Vista, Lousal, and accessCaveira. still need first-and second-pass, discovery-oriented drilling. An airborne electromagnetic survey to be conducted late in calendar 2020 will cover the license from the Caveira Mine in the north to the south end of the Sesmarias zone. Results of this survey will assist in delineating further massive sulfide targets in this area.

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The Joint Venture exploration team would also commence with a thorough compilation and detailed study of the historic Lousal Mine data with the expectation of delineating new, previously untested targets close to and within the propertyold mine workings’ area. The Lousal Mine is providedlocated 1.5 kilometers south of Monte da Bela Vista, and about seven kilometers north of Sesmarias, but separated by gravel roads. Commercial mining operationsa major fault zone. Geologically, it is possible that the Sesmarias and Lousal massive sulfide lenses were conducted onoriginally part of the property fromsame deposit more than 360 million years ago when Pyrite Belt mineralization formed, but movement along the late 1940's untillater fault system separated the 1980's. Power and water are available, and services and labor are available from the nearby communities.zones.

Regional and Property Geology

The property lies within the Central Iberian Zone in Northern Portugal. Historic commercial tungsten mining on the property was from several pyrrhotite skarns which surround the central Covas structural dome. Tungsten mineralization of both wolframite and scheelite was mined from open pits as well as from underground. The Covas Dome is approximately 2 kilometers by 3 kilometers in size and hosts quartz veins which include gold values.

Acquisition Details

The Company originallypreviously acquired its interesta large amount of data for the Lousal Mine which was digitized, but not fully compiled. During 2018, the Company performed a basic review of the data, including a partial collection of annual mine production reports from 1900 to 1988. The reports suggested that miners extracted upwards of 15-20 million metric tonnes of copper-zinciron- bearing massive sulfide material from a number of lenses in the property through its acquisition of 90% of MAEPA in July 2010 and increased its interest to 100% (subject to a 3% NSR to the government of Portugal) upon the acquisition of the remaining 10% of MAEPA in April 2012.Lousal Mine.

Joint-Venture Agreement

On May 18, 2011, the Company announced the signing of an agreement to option out the Covas tungsten project to Blackheath Resources Inc. (“Blackheath”). Under the terms of the agreement, Blackheath has the option to earn an initial 51% interest in the project by spending €300,000 (spent) in explorationA new drill program began on the project before March 20, 2013,in December 2020. In previous work at Sesmarias, Avrupa outlined four immediate target zones around the massive sulfide discovery, beyond downdip targets along the actual mineral lenses, Lens 2, Lens 8, and Lens 10. To date, Lens 8 has seen the least amount of development. Re-logging of previous Avrupa drilling by company and partner geologists along the Sesmarias discovery zone is providing an enhanced look into the targeting for new, additional mineralization. The first holes in this drilling phase will be set to extend Lens 8 towards the area of the “Northern Deep” targets, which €150,000 is a firm commitmentwill be designated the Brejo area, for both strike-length and must be spent by March 20, 2012. Blackheath can then earn an additional 19% by spending a further €700,000 (spent) for adip-length extensions of the copper-zinc-iron sulfide zone. In total, interest of 70% for total expenditures of €1,000,000, by March 20, 2014.  Blackheath can also earn another 15% for a total interest of 85% by completing a pre-feasibility study (as defined by NI 43-101 regulations) on the property by March 20, 2016. As of April 30, 2014, Blackheath has earned a 70% interestCompany expects to drill 7-8,000 meters in the project.current program.

In May 2014, the Company announced it had signed an amended Joint-Venture Agreement with Blackheath. The revised agreement allows for additional interim financing by Blackheath and an expanded time frame for the Joint Venture Agreement. The amended agreement carries the following terms:

·

To earn 51% of the joint venture, Blackheath must spend €300,000 on exploration by March 20, 2013 (completed).

·

To earn a further 19% of the JV (for an aggregate total of 70%), Blackheath must fund €700,000 on exploration by March 20, 2014 (completed).

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Following the completion of SES20-031, a downhole electromagnetic (DEM) survey was performed which produced a strong conductive response in the rocks located above the path of the drill hole. Using this information, the second hole was targeted in the “8” Lens zone directly at the conductor. SES21-032 continued to a depth of 338 meters. At 201 to 211 meters, the drill hole passed through the Sesmarias mineral horizon, a zone of weakly pyritic, quartz vein-rich, broken, graphitic gray and black shales which is interpreted to be the DEM conductor, and likely to represent a distal zone of potential massive sulfide mineralization in the “8” Lens area.

Drill hole SES21-033 was designed to target potential downdip massive sulfide mineralization beneath holes SES008 and SES20-031. Following the completion of SES21-033, the Company moved to the northwest of SES008 to potentially increase the strike length of the 8 Lens. At the same time, the geological team continued to assess the historical core in the Brejo area, and started to map geological structures visible in the old Lousal Mine workings. Initial work there clearly shows similarity of ore control characteristics to what we now know about the Sesmarias massive sulfide mineralization.

On June 9, 2021, the Company presented an interim progress report covering drilling at the Alvalade Project. Highlights include:

Section 000

The Company drilled five holes, in different phases of drilling, on Section 000. From west to east, the holes are SES21-032, SES008, SES21-033, SES21-036, and SES21-037.

SES21-032. This hole cut the mineral horizon black shales, but above and distal to massive sulfide mineralization, as shown in the cross section below. Results included low anomalous levels of important indicator metals, including arsenic, antimony, manganese, and molybdenum. Copper, lead, and zinc showed weakly elevated levels, as well, suggesting some measure of proximity to massive mineralization in the subsequent drill holes. This kind of geochemical pattern will assist in vectoring towards mineralization in future target areasareas.

SES008. The Company drilled the 8 Lens discovery hole in 2014, and reported 5.0 meters of 0.64% copper, 0.94% lead, and 1.54% zinc. Massive sulfide mineralization lies within a wider zone of 33.1 meters of sulfide-bearing black shales and volcanics. The entire sulfide zone is bounded, top and bottom, by faulting.

SES21-033. Discovery of downdip massive sulfide mineralization of the 8 Lens in SES21-033, collared five meters northeast of SES008. After passing through the upper bounding fault zone, the hole intercepted 31.4 meters of disseminated, laminated, and stockwork sulfide mineralization, beginning from a depth of 331.6 meters and continuing downwards to 363.0 meters. Total amount of sulfides generally increases with depth, as do anomalous levels of copper, lead, and zinc. Significant copper-lead-zinc mineralization in massive sulfide material begins at 363.0 meters and terminates at 385.25 meters at the lower fault. The complete mineral zone, bounded by faults, totals 53.65 meters.

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Hole SES21-033 Intercept information

Section 050 N.

The Company drilled two holes on Section 050 N, located 50 meters north of Section 000. Prior to drilling we suspected possible east-west faulting between the two sections, with unknown transposition between the north side and south side of the fault.

SES21-034 and SES21-035. These two holes targeted the northerly continuation of the 8 Lens in roughly the same geological position of the massive sulfide zone intersected in SES21-033. However, geological complications caused by faulting and folding of the target units appear, for all practical appearances, to have transposed the massive sulfide targets somewhat to the east. As both arounddrill holes now appear to have been collared too far to the Skarn Ringwest, the results indicate that the Company drilled over the potential massive sulfide zone, just as SES21-032 did in Section 000. SES21-034 crossed mineral horizon gray and within the Covas Dome areas.  The drilling tested known skarn-related mineral occurrencesblack shales with elevated results in indicator metals arsenic and extensions,antimony, as well as lead. SES21-035 crossed 12.2 meters of stockwork sulfides in mineral horizon black shales from 333.90 meters to 346.10 meters. Geochemical results show anomalous gold, silver, copper, lead, and zinc levels, as well as elevated indicator metals antimony and arsenic, suggesting close proximity to a potential massive sulfide zone.

SES21-036. This hole was collared 30 meters to the northeast of SES21-033. In hole 036, the entire fault-bounded zone of sulfide-bearing black shales and volcanics increases to 80.2 meters, with 17.0 meters of massive sulfide mineralization visible in the core. The hole entered the sulfide mineralized zone at 342.90 meters, with increasing and more intense stockwork mineralization followed by semi-massive sulfides downwards to 406.10 meters. Metal values increase downhole with increased amounts of sulfides. The drillhole passed through semimassive sulfides at this point, and continued through massive mineralization to 423.10 meters, where it is truncated by a fault. The mass also shows internal higher-grade base metal zonation. Further review is necessary to assist in vectoring towards the potential high-grade portions of the deposit.

SES21-037. To attempt to further increase the downdip projection of the 8 Lens, this hole was collared 30 meters to the northeast of SES21-036 along Section 000. However, the massive sulfide body appears to be thinning with depth, and increased faulting surely complicates the sulfide mineralized zone in SES21-037. Geological review is ongoing. Sampling will commence upon completion of the review and compilation of the new targets.information.

Geological and geochemical results from drilling along Section 000 suggest a downdip projection of about 150 meters of massive sulfides on this section, up to 20 meters thick, and lying within a wider package of lower grade stockwork/replacement sulfide mineralization. Results from both a recent mise-a-la-masse geophysical study and a coincident grid geochemical survey covering the overall 8 Lens target area suggest further massive sulfide potential, both to the northwest and to the southeast.

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Section 070 S.

Previous drilling at SES20-031 and at SES028 suggests that massive sulfide mineralization could continue to the south from Section 000. We collared SES21-038 on Section 070 S to target potential massive mineralization in a similar geological position to the intercepts in SES21-033 and 036. Drilling in SES028, in 2018-19, intercepted a long interval of stockwork mineralization interpreted to lie geologically below potential massive sulfide mineralization. Drilling in SES20-031, late last year, intersected weakly mineralized silica material interpreted to lie geologically above possible massive sulfide mineralization.

Section 350 S

Hole SES21-044 was drilled along section 350 S and returned a total of 60.4 meters of semi massive to massive mineralization grading 0.40% copper, 0.68 g/t gold, 37.08 g/t silver, 0.96% lead, and 2.33% zinc. This is within a wider zone of 113.8 meters of stockwork to massive sulfide mineralization including 103.0 meters of 0.51 g/t gold, 96.0 meters of 29.20 g/t silver, 113.8 meters of 0.35% copper, 96.0 meters of 0.86% lead, and 96.0 meters of 1.98% zinc.

Section 350 S demonstrates the position of massive sulfide mineralization in a district-scale fold system at Sesmarias North. The massive sulfide body is heavily folded, itself, making it difficult to accurately estimate original true thickness of the beds, though best results camethinking puts it at 30-40 meters.

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The geological section shows that mineralization can be divided into massive sulfides on the east limb of the main syncline and stockwork to semi-massive sulfides on the west limb of the main syncline. From detailed review of all core at Sesmarias North, it is apparent that the east limb mineralization in SES21-044 is the continuation of mineralization previously intersected in SES21-039, while the west limb mineralization is the continuation of mineralization seen in SES21-040. It is suspected that “two-limb” mineralization continues to the north, and that further drilling will demonstrate the position of such base metal mineralization. The massive sulfide mineralization is believed to remain open to the south towards the previously-discovered mineralization in the Sesmarias Central and South sectors (the “10” Lens). Further work is planned in the Central sector to follow up “2” Lens mineralization, which appears to be separate from the Telheira and Lapa Grande target areas, where historic drilling had previously demonstrated the potential for high grade tungsten mineralization. In addition, step-out drilling at the Castelo target area showed potential for tungsten mineralization, southeast of previously known mineralized areas. The best results were obtained from Hole CO 7-12 in the Telheira target area, which returned 2.11% WO3 over 7.98 meters beginning at a depth 44.57 meters, and Hole CO 13-12 in Lapa Grande target area which returned 1.56% WO3 over 11.40 meters starting at a depth of 52.70 meters.“10” Lens.

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Current and Anticipated Exploration

To date, in the MATSA JV, the Company completed 16 drill holes (including three holes lost due to difficult downhole drilling conditions) in the SES North sector, and one scout hole in the SES Central sector (SES21-041), totaling 8,900 meters. The Company drilled one scout hole of 614 meters in the Caveira District (CAV21-001), located 16 kilometers north of Sesmarias.

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Hole SES21-046 was drilled approximately drilled 100 meters from SES 21-044 NW along strike to fill the drilling gap between Section 120S and 350S.

The 250 S geological section shows that SES21-046 crosses the east limb of the Sesmarias syncline with good results in massive sulfide mineralization, then crosses back through a secondary fold into sulfides, but apparently at the very top of the massive body with lower-level results. The drill hole continues through the trough of the syncline until it cuts the closed-off top of the west limb with a higher-grade copper value over a short width. These results and interpretations point to further potential below this hole, as seen in SES21-044. Further drilling is planned for both sections to test for significant depth potential for copper-zinc mineralization.

In February 2014,addition to the current drill program, the Company announcedcommissioned a helicopter-supported VTEM geophysical survey over a portion of the Alvalade license during 2021. Initial results highlight a trend of Phase 2 drilling.potential targets from the Caveira Mine to the Lousal Mine. Widescale cultural interference in the survey area, caused by a village, railroad tracks, and power lines, made visualization of electromagnetic anomalism particularly difficult in the area between Lousal and Sesmarias. However, the Company engaged a second geophysical consulting firm to re-process the original data in order to clarify and accentuate the VTEM anomalism by masking the cultural electromagnetic effects on the survey.

First-pass, ground follow-up suggests that the anomalism follows the main mineral trend on the Alvalade license, and that the anomalism is hosted by the same (or similar) volcanosedimentary sequence (VS) rocks that host mineralization at Sesmarias, Lousal, and Monte da Bela Vista. The program consisted of 14 diamondfollow-up work will include mapping, rock chip sampling and grid soil sampling over the initial target areas, followed by work in the enhanced target areas presently being developed through the data re-processing procedures. We anticipate this work to be followed by scout drilling with a second drill holes, totaling 1,183 meters, drilledrig.

In the Monte da Bela Vista (MBV) target sector where drilling was conducted in 5 different target zones: Muito Seco, Lapa Grande, Telheira, Castelo,2013-14, the Company returned to the mineralized area in 2021 for more detailed mapping and rock chip sampling, and a new zone lying betweenre-log of the historic Cerdeirinha Pitcore

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holes, using knowledge gained during the ongoing Sesmarias campaign. The updated geo-structural model, successfully being utilized in the Sesmarias area, andis providing new targets at MBV, particularly in the Muito Seco zone.  Step-out drilling ranged from 50 to 550 meters, averaging over 200 meters in distance from previously known zones of mineralization. 

Highlightsparts of the Phase 2 program include 3.05 meters of 1.26% WO3, including 1.05 meters of 2.07% WO3, startingarea where the target mineral horizon is not exposed at a depth of 12.75 meters at Muito Seco and 3.25 meters of 0.19% WO3, including 1.25 meters of 0.38% WO3, starting at a depth of 82.55 meters at Telheira.  Drilling at Castelo extended tungsten-mineralized skarn in both the southwest and southeast directions in previously unexplored areas aroundsurface (southwest sector). Previous drilling by the previously-knownCompany targeted exposed VS mineral zone.  All holes were drilled vertically, and intercepts are considered to represent close to true thicknesshorizon rocks (northeast sector) with moderate success, but it appears that the best of the mostly flat-lying mineralized zones.  Following is a summaryexposed mineral horizon zone may have been eroded away or removed structurally.

Combination of results from the Phase 2VTEM survey, recent mapping and sampling, and an enhanced understanding of the structure and geology, suggests a new, buried and relatively untouched target zone, immediately adjacent to the southwest of the exposed VS mineral horizon rocks, and directly on trend with massive sulfides at the Lousal Mine.

The Company finished much of the initial targeting work at MBV with the acquisition of the final tranche of ionic leach soil sampling results. The Company collected 380 soil samples covering the MBV target area, and all geochemical results have returned from the lab. As expected, strong anomalism of target metals and pathfinder elements is present in the exposed mineral horizon sector in the northeast. In the buried mineral horizon sector in the southwest, strong anomalism in lead, barium, and manganese, along with detectable gold and silver anomalism, suggests the potential for buried massive sulfides, particularly along strike continuation of the Lousal massive sulfide bodies. The presence of a strong VTEM anomaly directly over the geological/geochemical target enhances the interpretation for potentially positive results here.

Finalization of the geological mapping in the southwest sector and re-logging of the historic drill core will complete the targeting process, and allow positioning of collar locations for the initial drilling program.

The Phase 2At the Lousal Mine area, historic data is being compiled and digitized to reconstruct the mine digitally. Knowledge of the workings and mining results will help immensely in defining new targets and extensions of mineralization at the historic mine. Surface geological mapping earlier this year has shown that the complexity of the mineral horizon at Lousal is quite similar to what is seen in the Sesmarias district drilling expanded and upgradedwhat is now being seen in the target areas, and will allow for better targeting of potential high-grade tungsten zones. Results from bothMBV area.

In September 15, 2022, the first and second phasesnew phase of drilling, at Covas clearly indicate that there is furtherPhase 9, began on the Alvalade Project. This new drilling will initially target anomalies located between the historic Lousal and Caveira Mines, over a strike length of approximately 11 kilometers. The first drill hole targeted potential for expansion at all five target areas,mineralization located 300-400 meters northwest of the last reported mineralization in the Lousal Mine. Further testing will be conducted in the Lousal area, as well as targets at the Monte da Bela Vista prospect drilled by Avrupa in 2012-2014, new targets in the Caveira Mine vicinity, and several strong VTEM geophysical anomalies located between Monte da Bela Vista and the south end of the Caveira Mine mineralized zones. Once the drill rig was available for discoveryreturn to Sesmarias, or a second rig becomes available, the Company planned further exploratory drilling within the Central and Southern sectors of new mineralization near and around the known mineral zones.mineralization. Previous, wide-spaced drilling by Avrupa demonstrated the presence of robust massive sulfide mineralization over a further strike length of +1,200 meters through the central and southern sectors at Sesmarias.

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Location map for Phase 9 drilling locations

Phase 39 is anticipated to total 6,000 meters of drilling at Covas was completed during Q4 of 2014.  A total of 1,337.4 meters in 1810 to 12 drill holes was drilled during the 2014 programand is budgeted by MATSA in the Lapa Grande, Muito Seco, Boundary, Castelo,range of 1.4 to 1.7 million euros. The budget would also include further re-processing of the VTEM data and Valdarcas Extension zones.  Targeting was weighted towards in-fill drillingan airborne gravity survey to cover the entire license, using modern techniques and incremental extensiondetailed location and elevation information to replace a patchwork of potential tungsten resources at these known deposits.  Geological interpretations and geochemical analyses were underway at the end of 2014 from this work, in order to compile a first resource estimate for the Project.  Following is a summary of all significant Phase 3 tungsten intercept analyses completed to date:

In March 2015, Blackheath announced they had completed an initial independent resource estimate for the Covas property contained within an NI-43-101 compliant report. The report notes that mineralization remains open in multiple directors and there remains areas of potential higher grades. The next drill campaign will focus on increasing the resources and grades.

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As of December 31, 2015, Blackheath forwarded a total $2,149,982 (€1,563,930) for the Covas property of which €50,000 was excludedhistoric gravity surveys from the earn-in calculation because it was1990’s. Historically, gravity surveys were effective tools for a refundable deposit that Blackheath would receive.  The Company spent an additional amount of $93,553 (€62,248) as of December 31, 2015 which will be reimbursed by Blackheath. Blackheath did not meet the exploration requirement by March 20, 2016 and the Company is currently negotiating with Blackheath.

Other Portugal Properties

The Company is also actively exploring in other parts of the country, using its experience-amassed database to review old prospects and districts from new angles and to develop wholly new generative ideas.  

The Company has a number of exploration licenses covering attractive areas around the country.

Marateca

The Marateca property is located in south-central Portugal in the Portuguese Pyrite Belt, approximately 40 kilometers north of the Company’s Alvalade Joint-Venture project.  The Company currently has a 100% interest in the project.

On July 26, 2013, the Mining Bureau of Portugal issued a new Marateca license. The new license covers a portion of the Company’s former license by the same name.  The current property covers approximately 742 square kilometers and surrounds the northernmost known volcanic center on the Neves Corvo trendlocating non-visible, buried massive sulfide bodies in the Iberian Pyrite Belt. Targets within

On March 3, 2023, the license area are potential copper- and zinc-bearing massive sulfide deposits, hosted in a similar geological setting to that ofCompany provided an update on progress at the Alvalade Project.

With onlyThe Company completed four exploration holes, totaling 2,693 meters, in the current phase of drilling, and started a moderate amountfifth hole. The first two holes tested possible NW strike extension of exploration, prospectingthe Lousal massive sulfide deposit (LNW22-001) and research work,electromagnetic anomalism on a small portionparallel trend to Lousal mineralization (LNW22-002). The third hole targeted a strong geophysical anomaly in mineral-host black shales, located about 4 kilometers further north of the Marateca licenseLousal NW holes (RAI22-001). The fourth hole tested another geophysical anomaly in the Casas Novas target sector, two kilometers south of the Caveira Mine area (INC22-001). All four holes cut through weakly mineralized, strongly folded and faulted, target black shales. Geochemical results from sampling of the first three holes suggested proximity to potential massive sulfide systems, particularly in the two Lousal NW drill holes. Results from INC22-001 were pending.

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Subsequent to completing the two LNW holes, the Company has identified at least 13performed a stationary-loop SQUID TEM electromagnetic survey to further attempt to identify potential and separate, copper-zinc, volcanogenic massive sulfide-style target areas. Several of the target areas have outcropping mineralization including iron, manganese, and silica at Serrinha and copper, lead, manganese and silica at Cordoeira. Previous work in the area by the Company included exploratory core drilling at three different targets:  Serrinha, São Martinho, and Monte de Volta.  The two holes at Serrinha intercepted zones of stockwork sulfide-quartz veining with anomalous base metal values and silver.  Subsequent geological work around the Serrinha target area produced several new drill targets.  The holes at São Martinho and Monte de Volta were lost due to difficult drilling conditions before reaching the target zones. 

In December 2013, the Company announced the Company discovered an outcropping gossan zone in volcanic-sedimentary rock units that are known to host massive sulfide mineralization in other partsthis sector. The survey identified an electrical conductor located west of the Pyrite Belt. Follow-up mapping has extendeddrilling in favorable geological target area, supported by anomalous base metal results from previous soil sampling work. Further electromagnetic studies, using a moving electrical loop for more detail, supported the Pego do altar gossan zone to nearly 1,000 meters in strike length withpresence of a possible thickness of up to 50 meters. Limited rock chip sampling along strike (11 samples) returned copper values up to 0.12% and lead values to 0.08%. Anomalous bismuth, molybdenum, and gold values further indicate the hydrothermal naturestrong conductor. The schematic location of the metals’ presence, thus providing early support for further geological mapping, sampling, and drill targeting. In addition, the Company discovered a second gossan zoneconductor was shown in red cross-hatch in the Pego do Altar target area, with visible copper oxide staining at several locations. The Company is seeking joint venture partner for the Marateca project.

Alvito

The Alvito exploration license covers 1,035 square kilometers of prospectable land straddling the northeastern marginLousal NW cross section, which would be tested by a new drill hole, LNW23-003. Furthermore, geochemical results from sampling of the first two LNW holes suggested the possibility of nearby sulfide mineralization. The Joint Venture continued detailed geochemical studies and interpretation covering the use of low-level results from elements including gold, silver, arsenic, antimony, manganese, molybdenum, thallium, tin, copper, lead, and zinc, to determine potential proximity to massive sulfide mineralization. In this case, while drilling did not intercept massive sulfide mineralization, the results from sampling of the weakly mineralized black shales, typically the host rock material for mineral deposits in this portion of the Iberian Pyrite Belt adjacent to(“IPB”), suggested the Marateca license, and the Ossa Morena zone of southern Portugal. The current license agreement with the Government for the Alvito license runs through March 23, 2017.

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There has been a moderate amount of previous work, which has been documented and archived by the Portuguese geological survey ("LNEG").  A partial historical data set from LNEG has been obtained that includes copper and zinc sample results from a total of 66,500 soil samples previously collected within the boundariespresence of the license area.  Reviewkind of the results indicates a NW-trending zone of copper anomalieshydrothermal system that stretches across the license for more than 20 kilometers, with a width of 3-4 kilometers, and covers not only the prospects visited, but also other areas not previously recognized as definitively prospective.  

In April 2013, the Company announced positive results from first-pass exploration work on the property. 144 rock chip samples were collected, centering around 16 separate prospect areas. A total of 14 of these samples contain greater than 0.4 g/t gold, up to 3.95 g/t gold.  27 of the samples contain greater than 5 g/t silver up to a high value of 160 g/t silver. 42 of the samples contain greater than 0.25% copper, including 26 with greater than 1% copper. Others carry strongly anomalous lead, zinc and molybdenum values, as well. The Company completed additional exploration which has identified eight separate copper and copper-gold targetsforms massive sulfide deposits in the Alcacovas copper belt and another 14 poly-metallic targets of various types around the license.IPB.

On June 17, 2015, the Company signed an agreement to option out the Alvito IOCG Project to Lowell Copper Ltd.  On November 16, 2015, the Company announced that Lowell decided to terminate its option on Alvito to focus work on its Warintza project in Ecuador.  

Prior to Lowell dropping its option on Alvito, the team advanced the Alcaçovas iron oxide copper-gold target within the license area.  The Company will utilize the results of the work to continue to upgrade Alcaçovas as well as upgrade several other important targets around the license.

During Q3 at Alcaçovas, the Company completed further geological mapping, in-fill soil sampling, and sub-surface rock sampling, utilizing a portable drill rig to access down to a maximum of approximately 20 meters depth.  The Company drilled 29 short holes, totaling 356 meters, at eight targets located along two sub-parallel trends of strong copper-in-soil anomalism. Each trend is approximately three kilometers long.  Twenty-two of these holes intercepted visible copper mineralization, with the best results including 10.5 meters of 0.43% copper in Hole 23 and 5.5 meters of 0.49% copper in Hole 28.  Single sample values reached 0.89% copper and 0.53 g/t gold.  With this limited work, the Company has defined an initial target area along the west zone, 1,000 meters long and 200 meters wide, open at both the north and south ends.  Drilling, to date, on the east trend was insufficient to define a true IOCG target.

The Company will continue to upgrade the license withcontinued planning for further short hole drilling, totaling 320 meters, on a number of other targets that were not addresseddrill holes in the recent work.  Previously,target areas between Caveira and Lousal, and would soon return to the Sesmarias area to start drilling for extensions of the known mineralization, southwards, and at the Brejo target north of the Sesmarias North sector. The Company inventoried more than 25 other targets onalso expected to receive detailed airborne gravity information, which would enhance the Alvito license, several of which will be includedtargeting in the new work scheduled during fiscal 2016.  The Company plans to aggressively market the project to potential joint-venture partners.main sectors of interest.

Santa Margarida do SadoKosovo

In June 2014, the Company received a new license in the Pyrite Belt of southern Portugal. The Santa Margarida do Sado license covers potential northward extensions of mineralization from the historic Canal Caveira Mine which is located on the Company’s Alvalade Joint Venture license located immediately adjacent to the south.

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The Neves Corvo, Aljustrel, Sao Domingos, and Santa Margarida de Serra mineral trends, which are all four of the VMS target belts in Portugal, pass through the Santa Margarida license. This suggests strong exploration potential over a large area within the license, and based on historic exploration, the Company has already identified several general drill target areas.

The Company is actively marketing the Santa Margarida do Sado license to potential joint-venture partners.

Mertola

In June 2014, the Company received a new license for the Mertola project, which is located in the Pyrite belt of southern Portugal. It is east of Neves Corvo, and covers the eastern Portuguese portion of the Sao Domingos VMS target belt. The past-producing Sao Domingos Mine is located close to the east end of the license, and is central to an area of copper and zinc-bearing massive sulfide targets. Core from over 35 holes of historic drilling is available for re-logging and re-sampling. This core has been collected by the Company which has begun to re-log the material. The new information gathered from the re-logging suggests that there will be new targets defined through re-interpretation of the geology.

The Company is actively marketing the Mertola license to potential joint-venture partners.

Exploration Alliance Agreement

In October 2013, the Company signed a three-year Exploration Alliance Agreement (the “Agreement”) with Callinan Royalties Corporation (“Callinan”), an unrelated public company, to fund exploration for new mineral properties in Portugal and to advance early stage exploration work on certain existing projects owned by the Company in order to attract more potential joint venture partners.

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Under the Agreement, Callinan could provide up to $350,000 in generative exploration in Portugal. The funding will include $150,000 during the first year of the Agreement and, at Callinan’s option, up to $100,000 in each of the two subsequent years. In return for such funding, the Company will grant Callinan the option to receive a 0.5% NSR royalty on any new projects acquired as a result of the generative exploration work, or, if Callinan funds an additional $150,000 in further exploration on any of the new projects, an option to receive a 1.5% NSR royalty on such projects. If the Company determines that further value can be generated for the new project after spending the additional $150,000, Callinan has the option to contribute subsequent funding with the Company on a joint 50/50 basis, with Callinan’s NSR and interest in the new project unchanged.

Callinan also had the option to fund additional exploration on the Company’s existing mineral properties, if proposed by the Company, and would earn a 1.5% NSR royalty in return for funding $150,000 in exploration on those projects (the “Alliance Property”).

As of December 31, 2014, Callinan had forwarded a total $150,000 (€106,114) for generative exploration. The Company held $1,342 on behalf of Callinan to be spent on the generative exploration. These funds were spent in early 2015 for exploration purposes. Subsequent to the fiscal 2014 year-end, Callinan terminated the agreement.

Generative work

The Company maintains excellent relations with both the Mining Bureau and the Geological Survey in Portugal.  The Company intends to continue to generate high quality metal targets in Portugal, using innovative and aggressive exploration thinking and activities to upgrade the targets to JV-ready status. With a prospect generator business model, the Company will then attract larger, mining-oriented companies to take on the projects for further, higher-risk exploration, and hopefully development into metals’ production.

Former Portugal Projects

During fiscal 2014, the Company dropped the Arga, Arcas, Sabroso and Candedo licenses. Exploration work led to results unsuitable for potential joint-venture projects. The Company has also relinquished the Sines license, as there was no significant interest from potential joint-venture partners.

Kosovo

The Company has been advancingadvanced its property interests in Kosovo though its 100% owned subsidiary Innomatik Exploration Kosovo (IEK). The Company initially purchased a 92.5% interest in IEK in July 2010. During the year ended December 31, 2013, the Company acquired the remaining 7.5% interest in IEK.

Slivova (formerly Slivovo) Project

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The Company’s senior Kosovo management has long-term experience with the democratically-elected Kosovo government, with the United Nations and European Union administrators of the pre-independent country, and with the metallogeny and mineral deposits of the region.  The Company is currently the most active metals’ exploration group in Kosovo.  There has been little modern, systematic exploration performed in Kosovo to date, leaving an opportunity for successful prospect and project generation. The Company optioned oneoriginal Slivovo exploration license to a partner (Slivovo), while continuing to upgrade its other project at Metovit exploration license to JV ready status.

All of the Company’s Kosovo properties have outcropping base metal mineralization and/or significant alteration zones.  Most of the targets have not been previously drilled and have old workings of perhaps Roman and certainly Saxon age, to possibly early 20th century age in a number of locales.

The Company’s licenses in Kosovo all have work expenditure commitments and are valid for three years, with a two-year renewal possible (which coincides with a 50% reduction in size of the license).  Licenses have a variable 4.5-5% NSR.  There is a lobbying effort to change this level, in order to attract further investment into the country. 

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The Company has no environmental liabilities attached to its licenses there.  The governing body for licensing is the Independent Commission for Mines and Minerals (“ICMM”).  Once an application is made and all required documents are attached, ICMM is required to respond (positively or negatively) within 3 months of the date of application.  The Company has experienced only one exception to this, in the granting of the Slivovo license, but through all proper channels, the Company received the license after about 5 months of delay.

Despite some exploration properties located on sites with historical operations, the Company does not have any potential environmental liabilities associated these properties.

Slivovo

The Slivovo license, located approximately 15 km southeast of Prishtine, the capital cityPrishtine. The Company’s geologists first discovered an outcropping gossan zone, 200 meters long x 100 meters wide x 75 meters in elevation, near the village of Kosovo,Pester in late 2011. The license covered 15.2 square kilometers and covering 15.2 km2, was issued to the Company on June 27, 2012. The

On December 31, 2019, the Company currently has a 25%wrote down its interest in Slivovo by $143,154 to $1 as the project subject to an earn-in and shareholders’ agreementCompany was in negotiations with the Kosovo Mining Bureau, along with Byrnecut International, who canand Peshter Mining as to how to possibly extend the life of this license. During fiscal 2020, Byrnecut decided not to proceed with advancing Slivovo. Rather than dropping the license and potentially allowing a third party to stake the open land, Innomatik Exploration Kosovo LLC (“IEK”), Byrnecut and Peshter Mining entered into a binding term sheet (the “TS”) whereby the parties set out the terms on which Peshter Mining would surrender the existing tenements, thereby enabling IEK to apply, as sole beneficial owner, for one or more tenements over the entirety of the tenement area. The license was officially released back to the government and IEK reapplied for the vacated license. The application was reviewed by the board of directors of the Mining Bureau, but no decision was made by the time of their final meeting of their term in office, leaving the decision to a new incoming board of directors. While a new board has not been appointed, the Company remains in discussion with the Mining Bureau concerning the issuance of a new exploration license for the Slivovo property. As of December 31, 2020, the Company wrote off $1.

As consideration for Byrnecut ensuring that Peshter Mining complies with its obligations under the TS, IEK must pay to Byrnecut milestone cash payments totaling €375,000 and milestone gold payments totaling 850 troy ounces of gold as follows:

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Cash

·€125,000 within 30 days of the first to occur of the completion of a positive bankable feasibility study or the board of directors of IEK making a decision to proceed with the development of a commercial mining operation in respect of all or any part of the tenement area; 

·€125,000 within 30 days of issue of a mining license in respect of all or any party of the tenement area; and 

·€125,000 within 30 days of commencement of construction of a mine within the tenement area. 

Gold

·100 troy ounces within 30 days of commencement of commercial production (“CCP”); 

·175 troy ounces within 30 days of the one-year anniversary of CCP; 

·250 troy ounces within 30 days of the two-year anniversary of CCP; and 

·325 troy ounces within 30 days of the three-year anniversary of CCP. 

In May 2022, the Company received a new 7-year exploration permit covering the Slivova gold prospect and potential extensions. In September 2022, the Company announced that it entered into an Option Agreement with Western Tethyan Resources (“WTR”) for WTR to earn-in up to 85% of the Slivova Gold Project by funding and performing certain work programs to potentially advance the Slivova Project to a mining solution. WTR is a private exploration company based in London and Prishtina, Republic of Kosovo, and is 75% owned by London AIM-listed Ariana Resources.

The terms of the agreement for WTR to earn up to an 85% in the project is the following:

The Due Diligence (“DD”) Phase runs from September 1, 2022 (“Effective Date”) to March 1, 2023:

·€35,000 cash payment to Avrupa upon signing (received); 

·€100,000 investment during DD Phase; however if WTR decides to vacate the Project before completion of 6-month DD, minimum of €25,000 must be spent (WTR spent such amount); 

·€35,000 cash payment to Avrupa at the end of 6-month DD period (received March 6, 2023); 

·Definitive Agreement to be completed and signed (completed May 2023). 

Earn-In Phases

·Stage 1:

o€30,000 cash payment to Avrupa on September 1, 2023; 

oIf WTR elects to enter the Definitive Agreement, it will invest total €800,000 during first two years from the Effective Date (minimum of €150,000 must be spent by September 1, 2023, post DD Phase), for exploration, drilling, baseline environmental and social surveys, landowners, etc., for 51% of the project. 

·Stage 2: After completion of Stage 1, during the third year from the Effective Date, WTR will invest €1,000,000 for NI 43-101 resource estimation, commencement of full Environmental Impact Statement (“EIS”), etc., for 75% of the project. 

·Stage 3: During fourth and fifth year from the Effective Date, WTR must complete the EIS, Feasibility Study (“FS”), and Mining License application, for 85% of the project. 

·Stage 4: WTR completes success payments to previous JV partner, Byrnecut International Ltd. (“BIL”): 

Cash

o€125,000 within 30 days of the first to occur: 

-Completion of a positive FS (minimum 15% IRR) 

-Avrupa or related party making a decision to proceed with development of a mining operation within the license area 

o€125,000 within 30 days of issuance of a mining license for the Slivova Project, and 

o€125,000 within 30 days of commencement of mine construction within the license area. 

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Gold

o100 troy ounces within 30 days of commencement of commercial production (“CCP”); 

o175 troy ounces within 30 days of the first-year anniversary of CCP; 

o250 troy ounces within 30 days of the second-year anniversary of CCP; 

o325 troy ounces within 30 days of the third-year anniversary of CCP. 

·Stage 5: Avrupa participates in the mine build or dilutes to 1% NSR. 

On March 2, 2023, the Company reported that WTR completed its detailed due diligence study of the Slivova Gold Deposit and elected to continue with Stage 1 of the earn-in joint venture program at Slivova.

During the 6-month due diligence period, WTR developed a small mine concept for the Slivova Project, studying “feasible access, mining, processing, and tailings management options”. At this level of investigation, WTR found that the Project demonstrates “potential for low initial capex, moderate operating costs, and attractive NPV and IRR in the context of the low initial capex and the current estimated mine life”. As a result of these studies, WTR is initiating a Preliminary Economic Assessment and Scoping Study for the Slivova Project, and that they have engaged UK-based consultants Bara Consulting UK and Knight Piesold to perform the study.

In May 2023, the Company and WTR completed the definitive option agreement on the project. WTR is continuing with work under Stage 1 and has to date spent more than €275,000 for Due Diligence, development of a Concept Study, and work on a Preliminary Economic Assessment.

Finland

In December 2021, the Company signed a binding letter agreement (the “Letter Agreement”) with Dutch holding company, Akkerman Exploration B.V. (“AEbv), to acquire 100% ownership of Akkerman Finland OY (“AFOy”). Finnish-registered AFOy owns three mineral reservations in the past-producing and highly prospective Vihanti-Pyhäsalmi VMS district in central Finland, and a gold exploration property located in the Oijärvi Greenstone Belt in north-central Finland.

Currently, the Company has completed the initial earn-in requirements and has a 49% interest in AFOy.

Acquisition Terms

The Company could earn an initial 49% of AFOy in Stage One by issuing 1,470,000 common shares, paying €150,000 (€10,000 paid), and depositing €200,000 into an account dedicated for first year exploration expenditures.

As a Stage Two earn-in, the project.Company can acquire the remaining 51% of AFOy by issuing a further 1,530,000 common shares and depositing an additional €200,000 into the dedicated account for further exploration expenditures. The Company will also pay out the remaining advances of approximately €15,000 to AFOy’s parent company at this stage.

In February 2022, the Company signed the Share Purchase Agreement with AEbv. In March 2022, the Company completed Stage One under the agreement and acquired the initial 49% in AFOy by issuing 1,470,000 common shares, paying the remaining cash for a total of €150,000, and depositing €200,000 into an account for the first year’s exploration expenditures.

The Company will review data and drill core from the historic operations which cover each of the project areas, and will engage a qualified professional geologist to complete a technical report on the projects as part of its due diligence process. During the period between Stage One and Stage Two, the Company and AEbv will form a Technical Committee comprised of one representative from each party will oversee the work programs. AFOy’s majority shareholder will have the deciding vote during the initial earn-in period. The Company will be the operator for all work conducted on the properties.

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The projects will be upgraded from a “reservation” to “licenses” as the first step of the exploration program. Once license areas are defined and the application process is underway, Avrupa will oversee detailed systematic data compilation and review, historic drill core review, basic surface geochemical exploration, and new drill targeting in preparation for drilling when the license applications are approved.

Projects

Kolima Property

The 187 km2 Kolima reservation covers a target zone comprised of a thick layer of mineralized distal-type volcanics containing thin beds and layers of zinc-rich massive sulfide mineralization in some areas. The Geological Survey of Finland (GTK) discovered and explored the area in the period from 1956 to 1983. The GTK found zinc mineralization in an area two kilometers long and 200 to 400 meters wide within strongly altered metasediments and fine-grained volcanic rocks. GTK drilled 70 holes and detected widespread, polymetallic sulfide mineralization occurring as fine disseminations and thin layers of semi-massive sulfides. Generally, it seems that the currently known mineralization represents distal-style metals’ deposition within a larger VMS system that has not yet been discovered. Numerous mineralized boulders containing anomalous gold and copper are present around the site.

AFOy completed a helicopter-supported SkyTEM geophysical survey over the mineralized area of the reservation. Preliminary analysis of the data by AFOy did not suggest any obvious targeting. However, recently-completed detailed review of the data by AFOy and the Company outlined subtle anomalism over southern extension of the known volcanics-hosted mineral trend and also outlined a deeper (175 meters), strong geophysical target in a trend of the volcanic rocks parallel to those that host the known zinc mineralization. There is no reported previous exploration along this second trend, located a few kilometers west of the known zinc showings.

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The Company submitted an application for an Exploration Permit on January 24, 2022. The process was underway, and the Company estimated that it may take upwards of 12 months to gain approval from the Finnish government, through a normal and well-defined set of regulations.

On April 10, 2014,12, 2022, the Company signed an earn-in and shareholders agreement (“Earn-In Agreement”) to option out the Slivovo property to Byrnecut International Limited (“Byrnecut”). Under the Earn-In Agreement, Byrnecut has the option to earn a 51% interestreported on first operations at its recently-acquired Kolima Project in the Slivovo property by spending €1,000,000Pyhäsalmi VMS Belt in central Finland.

Based on known mineralization in historic drill holes, the Company selected a suite of drill holes to detail re-log and sample. Most important goals include: 1) attempt to determine a mineral/geochemical vector towards proximal-style massive sulfide mineralization; 2) establish a more detailed recognition of strength and breadth of the known distal-style massive sulfide mineralization; and 3) determine potential to extend the Kärna mineralization to the southeast, 3.5 kilometers along strike towards the Target 1 geophysical conductor.

On June 21, 2022, the Company provided a follow-up progress report covering work related to the Kolima Project.

·Sampling and re-logging of four historic drill holes completed;

·Geochemical results confirm the presence of distal, disseminated VMS-style zinc mineralization, though the source is still unknown;

·Multi-element, pathfinder geochemistry supports the possibility for proximal, massive VMS-style mineralization within a radius of 5km;

·Combination of geology, SkyTEM geophysics, and new geochemical results suggest several well-defined target areas for first pass drilling when exploration on the project by April 10, 2015 (completed). Byrnecut can then earn a further 24% by spending an additional €1,000,000 for a total interest of 75% with total expenditures of €2,000,000, by April 10, 2016. Byrnecut can further earn an additional 10% by completing a Preliminary Feasibility Study on the Slivovo Project for a total interest of 85% by April 10, 2017.license is issued.

Byrnecut has now completed the required property expenditures to earn a 75% interest in the property. The Company contracted with the Finland Geological Survey (GTK) to re-log and Byrnecut have transferredsample four representative, historic drill holes from the Silvovo licenseKolima exploration projects carried out from the mid-1950’s to newly established Peshter Mining J.S.C, which is owned 75%the early-1980’s by Byrnecut and 25% by the Company. Byrnecut is presently advancing the project by funding and operating a pre-feasibility study.

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Early rock chip samplingGTK. Re-logging of the Peshter gossan zone (22 samples) returned strongly anomalous lead,four drillholes, totaling 743.55 meters and situated along a 2-kilometer strike length, indicated that predominantly disseminated zinc silver,mineralization was present, for the most part, through long intervals of mixed volcanic and gold results. Subsequent, wide-scale geological mappingsedimentary rocks that form the core of the area indicated potential for gold-bearing, massive sulfide mineralization of the style common in the Vardar Zone, which extends through east-central Europe. Following the discovery of the Peshter gossan zone, the Company then discovered several goldbearing rock units in the Peshter area. First-pass soil and rock chip sampling outlined two separate areas with anomalous gold results. One area surrounds the Peshter gossan zone, measures approximately 500 x 150 meters in size, and is potentially open along strike. The other, more important anomalous gold-bearing zone, located approximately 1,000 meters from the Peshter gossan, is related to beds of a strongly altered, calcareous sandstone unit, intruded by a mineralized felsic dike(s).

Avrupadistrict-scale Kärnä Anticline. Holes that were started targeting work at Slivovo in April 2014, upon receipt of the first tranche of funding from Byrnecut. Work has been focused around two primary targets on the property, including a gold/silver/lead/zinc-bearing gossan, and an epithermal gold-polymetallic target located about one kilometer away. In addition, work in the field has identified several new zones of interest, all requiring further follow-up. In total, nearly 1,300 rock and soil samples have been collected, and 1,615 meters of trenches excavated for sampling and geological mapping purposes. Of greatest interest is the average gold value in a northeast-trending zone, of which the 39 samples collected there returned 2.9 g/t gold, with a top cut of 10 g/t gold. Five of these samples contained >10 g/t gold, ranging from 12.25 g/t to 389 g/t.

New targets around the Peshter gossan zone have been identified. The gossan zone has been extended to the southwest by over 300 meters, and the so-called epithermal zone, located further to the west has been extended northwards by several hundred meters. Mappingin the west limb of the anticline tended to have thicker zones of zinc mineralization, while the southeasternmost hole, collared at the edge of the east limb of the anticline, contained the least amount of target volcano-sedimentary rocks, and sampling indicate that the entire Peshter mineral target area is likely relatedthus little zinc mineralization.

In addition to a buried porphyritic intrusion. The mineralization zone runs for over 1,000 meters along an ENE-trending corridor from the epithermal target (olive) to the sandstone gossan (orange) to the sulfide-oxide gossan (black). The epithermal zone now runs for over 800 meters, north-south. Following well known modelsintervals of mineral deposits related to porphyry systems, the various targets at Peshter fall into a generalized model that hypothesizesdisseminated sulfides, detailed logging also revealed the presence of several thin beds of semi-massive to massive sphalerite, zinc sulfide, up to one meter thick, in two of the holes, again suggesting that the representative drilling cut distal deposition portions of a buried porphyry system, which has been long-suspected for the area.

A drill program commenced in September 2014 to test all three target zones. The program was planned for at least eight drill holes totaling 2,000 meters.

Holes SLV004, SLV005VMS system. Typical VMS pathfinder elements, including iron, manganese, antimony, arsenic, molybdenum, and SLV006locally tin, showed anomalous results. VMS metals themselves, copper, lead, and silver, were drilledalso present locally anomalous levels in the main Peshter Gossan zone and containedsampled core. Following are the following gold and silver assay intervals:

Holes SLV007 and SLV008 were drilledzinc results of interest in the southwest extensionholes, from north to south:

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Table 1. Results of sampling of disseminated zinc mineralization at Kolima along the Kärnä Anticline. It is encouraging to observe the widespread, disseminated to thin-layered zinc mineralization in mixed volcanics and sedimentary rocks suggesting a distal VMS facies depositional environment. Indicator element anomalism, including iron, manganese, antimony, arsenic, molybdenum, and locally tin, also suggest distal facies VMS mineralization. Locally anomalous values of silver (up to 41.2 g/t over one meter), copper, and lead (up to 0.39% over four meters) further support the possibility of nearby VMS mineralization.

Results of the Peshter Gossan, located about 200 meters south of hole SLV004.  SLV007 was drilledwork to a depth of 97.4 meters at a dip angle of -55 degrees through sediments to 70 meters depthdate were positive, and then through intrusive rocks (possibly a parallel-to-sedimentary-bedding sill) to the final 97.4-meter depth. SLV008 was drilled to a depth of 183.6 meters at a dip angle of -85 degrees (nearly vertical).  Much of the rock in this hole was intrusive sill material, as in the bottom of SLV007.  The follow-up detailed review of all information vectors to the drill core now indicates that both drill holes were drilled more or lesspossible presence of a base metal-rich massive sulfide system at Kolima.

·Best potential lied along the strikewest limb of the sedimentary rocksKärnä anticline, particularly to the south of historic drilling in the area of SkyTEM Anomaly #1 (located within red oval in Figure 5). 

·Further potential lied in the northern sector around and intrusive sill material.southeast of SkyTEM Anomaly #3 from drill collars to be located to the west of historic drilling and aimed beneath the old holes (located within yellow oval in Figure 5). 

SLV007 contained an intercept·Combination of 13.05 meters (from 16.00 to 29.05 meters) with an average gold valueall results suggested the possibility of 1.78 g/t Au,a strong VMS system within a longer interceptgeneral target zone of 53.6 meters (from 16.00 to 69.6 meters) with an average gold valuefive kilometers along the Kärnä Anticline. 

·At this point, regional geophysics may indicate further potential of 0.91 g/t Au.  Further sampling of this hole is in process, as the core contained anomalous gold all the way downfavorable stratigraphy located to the bottomnortheast of SkyTEM Anomaly #1 between the east limb of the sampling interval.Kärnä Anticline and village of Kolima. There was no known historic drilling in this area. 

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The Kangasjärvi Property

SLV008 contained narrow intervals of strongly anomalous gold, including 2.65 meters (from 75.00 to 77.65 meters) with an average gold value of 1.06 g/t, withinThe 203 km2 reservation covers the Kangasjärvi deposit, a much wider zone of gold anomalism. This hole will be re-sampled, as well, given the information obtained from the assays. Samplingsatellite deposit of the intrusive sill rocks (from 89.60Pyhäsalmi mine, located about 25 kilometers to 183.60 meters) indicated low-moderate anomalism in gold values throughout the sill.

The second phase of drilling, totaling five holes and 1,035 meters, was completed during Q2 2015.

The third phase of drilling was predominantly conducted in the Peshter Gossan zone. Somenorth of the highlighted intercepts thus far are as follows: