Lannister Mining Corp.

If you invest in our Securities, assuming no value is attributed to the related Warrants, your interest will be diluted to the extent of the difference between the initial public offering price per Common Share included in the Unit and our net tangible book value per Common Share immediately after this offering. Dilution results from the fact that the assumed initial public offering price per Common Share included in the Unit is substantially in excess of the net tangible book value per Common Share attributable to the existing shareholders for our presently outstanding Common Shares.

Our net tangible book value was approximately C$0.39, or approximately US$0.28 per Common Share, as of March 31, 2026. Our net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting net tangible book value per share after giving effect to this offering. Net tangible book value per Common Share represents net tangible book value divided by 5,047,204 and pro forma net tangible book value per Common Share represents net tangible book value divided by 8,831,984 Common Shares outstanding as of March 31, 2026 after giving effect to the issuance of 252,360 Common Shares (“1247666 & BGH Shares”) to be issued to our vendors, namely 1247666, BG Holdings Group, LLC, and Basin Gulch Co., upon completing the offering and being listed on a national stock exchange, and 82,420 convertible debentures issued after March 31, 2026.

After giving effect to our sale of 3,000,000 Units in this offering at an assumed initial public offering price of US$5 per Unit, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after giving effect to the issuance of 252,360 Common Shares to be issued to our vendors, namely 1247666, BG Holdings Group, LLC, and Basin Gulch Co., upon completing the offering and being listed on a national stock exchange, assuming no exercise of over-allotment option and after deducting underwriting discounts, non-accountable expense allowance, and estimated offering expenses payable by us, and assuming no exercise of the Warrants contained in the Units to be sold in this offering, but without adjusting for any other change in our net tangible book value subsequent to March 31, 2026, our pro forma as adjusted net tangible book value as of March 31, 2026 would have been approximately C$19,954,131, or approximately $2.38 per share. This amount represents an immediate increase in pro forma net tangible book value of $1.99 per share to existing shareholders and an immediate dilution in pro forma net tangible book value of $4.60 per share to new investors purchasing our Common Shares in this offering. The dilution per Common Share to the new investors, in addition to the 3,000,000 Common Shares in this offering, is also affected by the issuance of 252,360 Common Shares to our vendors and the issuance of 82,420 Common Shares to the convertible debenture holders, which comprise changes in capitalization in conjunction with the offering. The following table illustrates this per Common Share dilution to the new investors purchasing Common Shares in this offering.

The above net tangible book value attributable to existing investors is significantly smaller than the total payments to be received from new investors, which will result in significant dilution to new investors.

The exchange used in the above table is 1.3953 Canadian dollars per US dollar, which was the March 31, 2026 exchange rate per the US Federal Reserve.

If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value per Common Share, as adjusted to give effect to this offering, would be $2.38 per share, and the dilution in pro forma net tangible book value per share to new investors purchasing Units in this offering would be $4.60 per share.

A $1.00 increase (decrease) in the assumed public offering price of US$5.00 per Unit would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to the offering by approximately US$2,745,000, the pro forma as adjusted net tangible book value per Common Share after giving effect to this offering by US$0.33 per Common Share and the dilution in net tangible book value per Common Share to new investors in this offering by US$0.67 per Common Share, assuming no change to the number of Units offered by us as set forth on the cover page of this prospectus, no exercise of over-allotment option and after deducting underwriting commissions and estimated offering expenses payable by us.

The pro forma as adjusted information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our Units and other terms of this offering determined at pricing.

The following tables summarize the differences between our existing shareholders and the new investors with respect to the number of Units purchased from us in this offering, the total consideration paid and the average price per Unit paid at an assumed initial public offering price of US$5.00 per Unit, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and before deducting estimated underwriting discounts and commissions and estimated offering expenses (assuming no exercise of the over-allotment option) to purchase additional Common Shares and Warrants and assuming no exercise of the representative’s warrants). As the table shows, new investors purchasing shares in this offering may in certain circumstances pay an average price per share substantially higher than the average price per share paid by our existing shareholders.

To the extent that new options, restricted share units, or other securities are issued under Lannister Mining Corp. 2025 Equity Incentive Plan after the closing of this offering, or if we issue additional Common Shares in the future, there will be further dilution to investors participating in this offering.

The table above includes the following shares:

If the underwriters exercise in full their option to purchase additional shares in full, our existing shareholders would own 61.74% and our new investors would own 35.17% of the total number of shares outstanding upon the closing of this offering.

The following table compares the effective cash contributions of directors, senior management, and affiliated persons during the past five years, in exchange for equity securities or rights to acquire equity securities, to the public contribution in this offering.

The tables above exclude up to 3,000,000 Common Shares issuable upon exercise of the Warrants contained in the Units to be sold in this offering and up to 150,000 Common Shares issuable upon exercise of the representative’s warrants issued in connection with this offering.