Copper Gold Silver. British Columbia, Canada

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Copper | Gold | Silver

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Quality Assurance

The independent Harper Creek Preliminary Economic Assessment Study was performed by Wardrop, a Tetra Tech Company, ("Wardrop") in conjunction with Knight Piésold Limited ("KP"): mine waste and water management, Dillon Consulting Limited ("Dillon"): environmental and G&T Metallurgical Services Limited: metallurgical test work.

The following Qualified Persons (as defined by NI 43-101) are independent of Yellowhead Mining and responsible for the Harper Creek Project Preliminary Economic Assessment. Each of the authors of the Technical Report, being Klaus Triebel, CPG, Nory Narciso, P.Eng., Jianhui (John) Huang, P.Eng., James Michael Boyle, P.Eng., Malcolm Cameron, P.Eng., and Hassan Ghaffari, P.Eng., from Wardrop, Graham Greenaway, P.Eng., from KP and Paul Donaghue, P.Eng., from Dillon.

The independent technical report entitled “Technical Report and Preliminary Assessment of the Harper Creek Project” dated March 31, 2011 has been filed under the Company’s profile on www.sedar.com

Forward Looking Statements

Except for statements of historical fact, this corporate brochure contains certain forward-looking statements and forward-looking information within the meaning of applicable securities law. Such forward-looking statements and information include, but are not limited to, statements or information with respect to: the exploration and development of the Company’s mineral properties; anticipated production amounts and mine life at the Harper Creek Project; the Company’s future business and strategies; requirements for additional capital and future financing; estimates of mineral resources; estimated future working capital and uses of funds, future capital expenditures, exploration expenditures and other expenses for specific operations.

Forward-looking information is frequently characterized by words such as “plan”, “project”; “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Although our management believes that the assumptions made and the expectations represented by such statement or information are reasonable, there can be no assurance that forward-looking statements or information referenced herein will prove to be accurate. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices for metals, the conclusions of detailed feasibility and technical analyses, lower than expected grades and quantities of mineralization and resources, mining rates and recovery rates and the lack of availability of necessary capital, which may not be available to the Company on terms acceptable to it or at all, changes in and the effect of government policies with respect to mineral exploration and exploitation, the ability to obtain required permits, potential environmental issues and liabilities associated with exploration and development and mining activities, delays in exploration and development projects and the possibility of adverse developments in the financial markets generally, as well as those risks identified in the Company’s Annual Information Form filed under the Company’s profile on SEDAR. The Company undertakes no obligation to update forward-looking statements and information if circumstances or management’s estimates should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements and information.

This presentation includes disclosure of scientific and technical information, as well as information in relation to the calculation of resources, with respect to the Harper Creek Project. Yellowhead’s disclosure of mineral resource information is governed by National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) under the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) Standards on Mineral Resources and Mineral Reserves, adopted by the CIM

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MANAGEMENT, BOARD OF DIRECTORS and ADVISORY

Extensive experience in building and operating large copper projects world wide

Collectively 100+ years and $ multibillion experience in resource discovery, project finance

and development on five continents

Active Board of Directors with Corporate Governance committees

Strong corporate social responsibility track record

Committed to seeing the Harper Creek project through to production

ASSET

100% owned highly prospective Harper Creek Copper - Gold - Silver Project located in

mining friendly British Columbia, Canada

42,636 ha land package – Company’s exploration work to date indicates the expansion

potential of mineralization in several zones over the primary project area of 9,000 ha

Best in class operating and capital cost advantages due to its proximity to power, rail,

roads and water

Harper Creek Project located approximately 150km by major highway from Kamloops,

a major natural resource center in British Columbia’s heartland

FINANCIAL RESOURCES

Raised $22 million prelisting from August 2005 to November 2010

Closed $25 Million Bought Deal Financing in April 2011

Enjoy the ongoing support and interest of numerous strategic and financial industry players

COMMUNITY RELATIONSHIPS

Entered into a Memorandum of Understanding with the Simpcw First Nation which establishes

the protocols for negotiating future agreements regarding the Harper Creek project

Continuing discussions for mutual benefit of both Simpcw and Adams Lake First Nations

Strong support from the local community

•

• Maximize shareholder value by developing the

Harper Creek project as BC’s next big copper mine.

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To Yellowhead Mining Shareholders,

Harper Creek is now an economic and technically feasible deposit for the first time in its history by virtue of

our Preliminary Economic Assessment of March 2011. It is a textbook example of the idea that mines are not

discovered but rather developed. It has been known about since the first recorded discovery history of the

1960’s. It has been six years since Yellowhead Mining Inc. was formed to acquire and develop Harper Creek

and over 20 years since we first set foot on the property. As a development project it is proving to be unique

in many ways but also proof of the adage that timing is everything in the successful outcome of a mining

investment. It is that timing that constitutes the luck element required to be successful. Although a change

in the commodities markets was generally accepted as being overdue I must honestly say that the high prices

we continue to enjoy were not anticipated in 2005 when we first launched our investment program.

We have employed a number of different tactics and strategies to ensure that the optimum value can be

realized from the project’s development; value to investors, value to local communities and value to our

industry without having to suffer the usual vagaries of the public markets. Our aim has always been to focus

on adding value.

We have always considered the underlying agreements regarding

project ownership and control to be a key to success. One of the first

objectives, therefore, was to acquire 100% control and ownership

in the project and to maintain that control. This has involved the

execution of some 5 purchase agreements dating back to 2004.

We were successful in closing the final purchase by making the

scheduled $500,000.00 payment to US Steel in mid 2010. The

leverage we enjoy through this ownership and control continues

We have always been

committed to making any

proposed development a

part of the communities

that it affects and have

strived to include all

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We attracted a solid and loyal shareholder base from the private equity

markets when the public markets were at best, highly volatile and at

worst in precipitous decline. To all of those patient shareholders we owe

considerable thanks. Now that we enjoy a more attractive public market

atmosphere we welcome our new shareholder base from the public

sector and invite any new investors to take a hard look at what is one of

our industry’s premier developments.

We have always been committed to making any proposed development

a part of the communities that it affects and have strived to include all

interested parties in joining the Harper Creek team. We plan to continue

that practice throughout the project life.

We have also managed our finances very conservatively, not only by

minimizing overheads but by twice closing our doors and conserving cash when economic times were not

supportive of the development process. This has required a serious commitment by all of the professional

staff who have made Harper Creek a priority. With what must be considered to be a modest budget by today’s

standards, of $20 million we have acquired and delimited what is estimated today to be $US600 million in net

present value.

We have always considered Harper Creek to be unique but have continued to be pleasantly surprised by the

number of ways in which it’s unique features add to the ease of development, from the geography to the

geometry and the geology, all of which translates into lower capital cost and operating cost estimates and

results in a minimal environmental impact which is easily mitigated. The most significant feature is the

considerable size of the resource that underlies the Harper Creek claims, a resource that is not close to being

defined. It remains as the upside of the ongoing story of Harper Creek development and will create a good

part of the news of the coming months and years.

Finally, and what I consider to be my main role in our success, we have made sure that the right people

are in the room. We have attracted a team of professionals that were, first and foremost, individually and

independently impressed with the project characteristics and were excited about the prospect of seeing the

project through and helping to achieve the goal of production.

I believe that we have an excellent probability of seeing Harper Creek become the next big copper project

operating in BC and that we can achieve that much faster than other development projects. I also believe that

the real value of the Harper Creek project is not currently reflected in the market capitalization. As we de-risk

the project through sound engineering and continuing strong financial support that will change.

Thank you to all of you, the stakeholders, for your past and continuing support.

T. Gregory Hawkins, P.Geo., MSc.

Chairman of the Board

With what must be

considered to be a

modest budget by

today’s standards, of

$20 million we have

acquired and delimited

what is estimated today

to be $US600 million in

net present value.

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Positive Economic Projections for Yellowhead Mining in 0

In 2010 we set out our strategic goal of building shareholder value with the focused engineering and

development of our Harper Creek property.

To date we have achieved significant milestones, namely:

Transformation from a private to a public company on November 17, 2010

Completion of a positive Preliminary Economic Assessment (“PEA”) that was filed on SEDAR on April 1, 2011

Completion of an 8,000m infill and step out drilling campaign that showed continuity of mineralization

up to 500m from last hole

Commencement of the Harper Creek Feasibility Study

Continuation of the Environmental Assessment and Permitting process.

Completion of a $20 million bought deal led by Canaccord Genuity plus 15% over allotment

Favorable market conditions for mineral commodities are also a significant help in the achievement of our goal,

viz. a successful, profitable mining operation. Prices for copper and other metals are reaching new highs thanks

to growing demand in Brazil, Russia, India and above all, China where rapid urbanization is taking place.

Project Capitalization

With the completion of the Canaccord Genuity private placement, on top of the ~$8 million raised just

prior to trading as a public company, Yellowhead Mining now has sufficient funds to take it through to the

commencement of construction including the raising of the necessary project finance.

Project Highlights

The PEA, completed by Wardrop, a Tetra Tech Company, was based on a 70,000 tonne per day open pit mining,

milling, and flotation operation with a mine life of 22 years.

Key project economic parameters are:

•

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Mine site cost per pound of copper in concentrates before precious metal credits: CDN$1.40

Total cost per pound copper including initial, sustaining and replacement capital: US $1.94

Annual pounds of copper in concentrates, first 8 years: 149 million

Annual pounds of copper in concentrates LOM: 132 million

Over the life of the mine the project will produce a total of 2.857 billion

pounds of copper, 265 thousand ounces of gold and 4.87 million ounces of

silver contained in concentrate.

This flagship project will be one of the biggest in British Columbia and

has the support of the local communities. In turn we are supportive of the

local communities and First Nations where we expect to draw as many of

our employees as possible. The company has been engaging with the local

First Nations since work began on the project in 2006. In 2010 we signed a

Negotiation Agreement with the Simpcw First Nation, one of the principal

First Nations in our area, that sets out the negotiation principles and

objectives to achieve a long term definitive Accommodation Agreement.

On The Path To Achieving Our Goals

Our current plan is to start construction on the Harper Creek Project in time to have the first concentrate

shipped by the end of 2014. We cannot overstate the singular opportunity of this project not only for our

company and investors, but for the North Thompson River region. Not often do you find a major mining

operation located just five hours by car from a major city in an area where the project’s environmental

impacts will be minimal. We are located next to a major rail and road corridor, in an area that is already

looking for new economic opportunities in the resource sector. The project has everything going for it and

gives us great confidence for its eventual success.

We Couldn’t Do It Without You

We would like to thank our team of hardworking employees, consultants, partners and shareholders. We

couldn’t have achieved our milestones without your support. Where we are, where we plan to be and how we

will get there depends on your continued commitment.

A company is only as good as its people and fortunately, we have a team that shares a common vision and

is focused on its achievement. In turn, we as management also have a responsibility to deliver. That is our

commitment to you.

Ian Smith,

Chief Executive Officer and Director

•

• Prices for copper

and other metals are

reaching new highs

thanks to growing

demand in Brazil,

Russia, India and

above all, China where

rapid urbanization is

taking place.

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Yellowhead Mining Inc.

Yellowhead Mining Inc is a new development stage copper company,

trading on the TSX Venture Exchange (YMI.V). The Harper Creek Project,

which is 100% owned by the company, subject to small royalites, is a

robust, large-scale, open-pit project located in mining-friendly British

Columbia, Canada.

Company Profile

Yellowhead Mining Inc is a Canadian-based resource company focused on developing its Harper Creek

Project, which is anticipated to be one of Canada’s largest copper projects.

Having recently released a positive Preliminary Economic Assessment (PEA), the strong economics

of the Harper Creek Project are largely attributable to its large tonnage, low life-of-mine strip ratio

of 0.88:1 and close proximity to infrastructure. The town of Vavenby, previously home to two lumber

mills is approximately 20 km by logging road from the project site. Local access to paved provincial

highways, national rail, water, power and manpower is unsurpassed.

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Company Background

Yellowhead Mining Inc., was a private non-reporting issuer from its formation in August 2005 until November 9th,

2011. Yellowhead Mining Inc. amalgamated with Four Points Capital by a reverse takeover transaction in a straight

exchange of shares and became the “new” Yellowhead Mining Inc. On November 17th, 2010 Yellowhead’s common

shares commenced trading as a Tier 1 Mining Issuer under the symbol YMI on the TSX Venture Exchange.

Harper Creek History

Discovered in 1966 by Noranda Exploration and Quebec Cartier Mining Company, the two companies carried

out surface exploration independently in separate areas and then cooperatively under a joint venture

agreement. Proven to be uneconomic at the time, the properties lay idle until 1986 when Aurun Mines

Ltd optioned the eastern claims from Quebec Cartier. The contract was terminated in 1991 and the Quebec

Cartier claims were transferred to Cygnus Mines Ltd, a wholly owned subsidiary of US Steel. In 1996 American

Comstock Exploration Ltd purchased Noranda’s land position and at the same time acquired the option for

the Cygnus claims. In the years to follow, the Cygnus option was dropped, some of the Noranda claims were

abandoned and in 2004 American Comstock sold six legacy claims to Argent Resources Ltd.

Early drilling completed before Yellowhead Mining’s

acquisition of the property totalled 29,292m (176 holes).

Since 2005, Yellowhead Mining has completed soil sampling,

prospecting, re-sampling and re-logging of old diamond

drill core as well as diamond drilling 85 holes totalling

approximately 34,000 meters on the Harper Creek project.

Copper prices continue to face

upward pressure as global

demand increases, inventories

decline and supplies from

existing mines are constrained.

Yellowhead Mining Inc., has

positioned itself in one of the

preferred base metals with a

resource of considerable size.

Red Chris Schaft Creek Galore Creek Morrison Huckleberry Mt. Milligan Gibraltar Prosperity New Afton Ajax Copper Mountain Highland Valley Copper Harper Creek Mount Polley Kemess South

Map: Google Maps

Vavenby

Clearwater

Harper Creek

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Preliminary Economic Assessment Completed March 0

The Harper Creek Project has reached a significant milestone. With an

independent Preliminary Economic Assessment completed by Wardrop,

a Tetra Tech Company, in conjunction with Knight Piésold Limited, Dillon

Consulting Limited and G&T Metallurgical Services in March 2011, the

project is expected to generate $1.861 million in net cash flow, an IRR of

19.8% (100% equity financing) with a NPV (8) of US $598m*. The project

is estimated to produce 2.857 billions pounds of copper, 256,000 oz gold

and 4.867 million oz silver in concentrate over 22 years at a milling rate of

70,000 tonnes/day.

*Base Case Scenario PEA March 2011

Cut Off Grade (% Cu) Resource Tonnage (kt) Cu Grade (% Cu) Au Grade* (g/t) Ag Grade* (g/t) Measured and Indicated

0.10 993,704.40 0.23 0.026 0.93 0.20 532,064.00 0.31 0.032 1.08 0.30 228,766.10 0.39 0.04 1.24 0.40 84,856.20 0.48 0.05 1.39 0.50 28,829.90 0.58 0.063 1.55 Inferred* 0.10 231,239.00 0.22 0.027 1.09 0.20 117,236.90 0.29 0.032 1.32 0.30 47,036.70 0.38 0.037 1.49

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Harper Creek PEA Update

Summary of Preliminary Economic Assessment filed April 1, 2011

Estimated Recovered metals

Copper 2.857 billion lbs Gold 256,000 oz Silver 4.867 million oz Production Rate Daily 70,000 tonnes/day Annual 25.55Mt Life of Mine 22 Strip Ratio 0.88 : 1 Captial Expenditure Initial $ 759 million Sustaining $ 481 million

Annual Metal Productions

Average Annual Production Total Production Metal Year 1 to 8 LOM* Year 1 to 8 LOM*

Gold (000 oz) 16 12 127 265

Silver (000 oz) 274 225 2,194 4,870

Copper

(000 lb) 149,049 132,040 1,192,388 2,856,901

Base Case Scenario Alternate Case Scenario Lower Metal Price Scenario

Cu US$/lb $2.66 $3.01 $2.25

Au US$/oz $1,058 $1,221 $980

Ag US$/oz $16.57 $19.73 $15.50

Exchange Rate (US$ : C$) 0.92 0.92 0.92

IRR (100% equity) 19.80% 27.50% 10.00%

Net Cash Flow (undiscounted) $1,861 million $2,820 million $777 million

NPV (8% discount rate) $598M 1,051M $87M

Payback Years 4 2.7 8.5

* LOM = Life of Mine

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Yellowhead Mining’s drill core facility 138 kVa transmission line Yellowhead Highway In April 0, Yellowhead Mining completed a $ Million Bought Deal financing

“We are pleased to have completed the private placement,” stated Ian Smith, Chief Executive Officer of the Company.

“It provides us the funds to continue engineering and increase step-out drilling on the project.”

Yellowhead Mining Inc. will continue to develop the Harper Creek project with infill drilling, which is

expected to convert some Inferred Resources to Indicated and Measured Resources, and step out drilling

and regional exploration to add tonnage. The company will also focus on completing the Feasibility Study,

Metallurgical Optimization, Environmental, Community Engagement and Permitting Programs.

Planned Timeline 2011 2012 2013 2014

Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

Feasibility Study Environmental & Social Permitting

Construction Commissioning

Management expects that the upcoming tasks on the Harper Creek Project

can be completed on the following timeline:

Canadian National Railway

Town of Vavenby North Thompson

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The Harper Creek Conceptual Project Layout

Prepared by Knight Piesold Ltd. from PEA Data *Note: Actual development may differ from this layout.

The Harper Creek project has an ideal

configuration on a high plateau. The Waste

Management Facility sits in a natural valley

with no lakes or streams to be impacted. The

area has been subject to extensive logging in

the past and logging roads provide access to all

areas of the project.

The mineral processing plant is expected to

use a conventional flotation process to produce

a clean copper concentrate. The circuit is

planned to include primary crushing, primary

grinding including a SAG mill and two ball mills,

flotation, thickening and filtration, with copper

concentrates trucked to Vavenby for rail ship to

the port in North Vancouver.

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0 Results of Step-out

Drilling to the North

The Company announced results in April 2011 from the eighth and

ninth drill holes of the winter drill program, HC11-83 and HC11-84,

which are along strike with Hole HC10-82 and Hole HC11-85 as the

most northerly drill holes completed at the Harper Creek deposit

to date.

Ian Smith, Chief Executive Officer, stated: “The results of drill holes

HC11-83 and HC11-84 support the results of drill hole HC10-82, with

significant widths of copper mineralization encountered down-dip from

the pit outline determined in the 2011 Preliminary Economic Analysis. By

stepping out up to some 500 m from the previous northern limit of drilling,

we have demonstrated both the apparent continuity of the previously

identified mineralized horizons and the potential to increase the resource

down-dip to the north. The resampling of historical holes within the pit

outline continues to establish continuity and pervasiveness of precious

metals across the resource.”

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Geology and Mineralization

The Harper Creek Project is classified as a polymetallic volcanogenic sulphide deposit, with a mineralized

envelope greater than 2.5 km along strike, over 2.0 km down dip, in a 1 kilometre thickness of

volcano-sedimentary stratigraphy.

Copper mineralization is tabular, striking east-west and dipping about 15°to 25° to the north with a number

of high copper grade cores that persist with depth within a multi-phased stringer zone. The deposit is open

along strike to the east, down dip and at depth.

Harper Creek is hosted in the Eagle Bay Assemblage, comprised of the Lower Paleozoic Greenstone Belt. There

are intensely altered sequences of black shales, mudstones, mafic and felsic flows and tuffs.

A broad lower-grade zone of copper and gold/silver is linked to multi-phased stringer or feeder zones. Higher

grade copper-bearing massive sulphides are adjacent to porphytic rhyolite flows. Vertical zonation ranges from

upper lead/zinc/silver/barite/pyrite to deeper copper(some zinc)/silver/gold/pyhrrotite.

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Exploration Potential

The Harper Creek Project has significant potential as the ore body remains open along strike, down

dip and at depth. There is also excellent potential to significantly expand the resource as there are

numerous exploration targets outside the current resource limits, but within the primary project area

of 9,000 ha, which have been identified through airborne and ground geophysics and soil geochemistry.

Yellowhead plans to conduct exploration programs to evaluate these targets in parallel with the

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Town of Vavenby

Pit Outline

Aerial View of the North East Section of the Pit Area. The Harper Creek Project enjoys considerable financial benefits from proximity to infrastructure as well as existing forest road systems including two access roads requiring minimal upgrading and the a network of access roads in the heavily logged pit area.

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MANAGEMENT AND BOARD

T.Gregory Hawkins, Chairman, Compensation Committee, Corporate Governance Committee Ian Smith, Chief Executive Officer and Director

Ronald L. Handford, Executive Vice President, Corporate Development Robert L. J. Harper, Chief Financial Officer

Charlene Higgins, Project Manager — Environmental Assessment and Community Relations R. Stuart (Tookie) Angus, Director, Audit Committee, Compensation Committee (Chair),

Corporate Governance Committee (Chair)

David J.H. Dickens, Director, Audit Committee

Andy Graetz, Director, Audit Committee (Chair), Corporate Governance Committee Christopher Naas, Project Manager and Director of subsidiary Harper Creek Mining Corp. Morgan Li, Director of Subsidiary Harper Creek Mining Corp.

ADVISORY BOARD Michael Kenyon Keith Matthew Jonathan Rubenstein Paul B. Sweeney

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Management Discussion & Analysis FORM 51-102-F1 and Financial Statements October 31, 2010 and 2009 (Expressed in Canadian Dollars)

Management Discussion & Analysis ... 18 Management’s Responsibility for Financial Reporting ... 30 Auditors’ Report to the Shareholders ... 31 Financial Statements

Balance Sheets ... 32 Statements of Operations and Deficit ... 33 Statements of Cash Flows ... 34 Notes to Financial Statements ... 35 – 48

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This report contains assumptions, estimates, and other forward-looking statements regarding future events. Such forward-looking statements involve inherent risks and uncertainties and are subject to factors, many of which are beyond the Company’s control that may cause actual results or performance to differ materially from those currently anticipated in such statements. Important factors that could cause actual results to differ materially from those expressed or implied by such forward looking statements include among others metal price volatility, economic and political events affecting metal supply and demand, fluctuations in ore grade, tonnes of ore milled, geological, technical, mining or processing problems

Readers are cautioned not to put undue reliance on these forward looking statements.

Yellowhead Mining Inc.

MANAGEMENT DISCUSSION AND ANALYSIS

For the Fiscal Year Ended October 31, 2010

February 4th, 2011

Background:

The following Management Discussion and Analysis (“MD&A”) provides information that management considers to be relevant to an assessment and understanding of Yellowhead Mining Inc.’s (“Yellowhead” or the “Company”) financial condition as at October 31, 2010 and the results of its operations and cash flows for the fiscal year ended October 31, 2010 and follows the requirements of National Instrument 51-102 (“NI 51-102”). This discussion should be read in conjunction with the Company’s audited financial statements and the related notes for the year ended October 31, 2010 which have been prepared in accordance with Canadian generally accepted accounting principles. All dollar amounts included therein and in the following MD&A are expressed in Canadian Dollars unless otherwise noted. The information contained within this MD&A is current to February 4th, 2011.

Company Overview:

Yellowhead’s principal business activity is the exploration and development of its wholly-owned Harper Creek mineral property, located in south Central British Columbia, Canada.

Harper Creek Property, Vavenby, B.C.

The Company’s Harper Creek property is a copper deposit located approximately 150 km by road north-northeast of the city of Kamloops. The property is adjacent to the Yellowhead Highway; the Canadian National Railways transcontinental mainline, power from BC Hydro transmission lines, town-sites at Vavenby and Clearwater. The property had been explored by Noranda and US Steel in the 1960’s and 1970’s. The data and a significant portion of the drill core from this period have been recovered by the Company

The Company was a private, non-reporting, issuer in the provinces of British Columbia, Alberta and Ontario as at October 31, 2010, but became a wholly owned subsidiary of the Capital Pool Company, Four Points Capital Corporation, upon its amalgamation with 0887988 B.C. Ltd. on November 9th, 2010.

Following its amalgamation, the “old” Yellowhead Mining Inc. was renamed the Harper Creek Mining Corporation and the “old” Four Points Capital Corporation became the “new” Yellowhead Mining Inc. In the future, both the Financial Statements and the Management Discussion and Analysis will be reported for Yellowhead Mining Inc., the consolidation of the “new” Yellowhead Mining Inc. with its wholly owned subsidiary, the Harper Creek Mining Corporation.

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YELLOwHEAD MINING INC.

MANAgEMENT DISCuSSION AND ANALYSIS FISCAL YEAR ENDED OCTOBER 31, 2010

Highlights

• The Company completed its amalgamation with 0887988 B.C.Ltd., a wholly owned subsidiary of Four Points Capital Corporation on November 9th, 2010 and all issued and outstanding shares of the Company were exchanged on a one for one basis for shares in Four Points Capital Corporation completing the Four Points Capital Corporation’s Qualifying Transaction. At the time of the amalgamation, the Company had 34,035,245 shares outstanding.

• The Company completed the final option payment of $500,000 to the Cygnus Mines Ltd., a unit of US Steel, as scheduled, on July 30, 2010. The mineral claims have been transferred to Yellowhead Mining Inc. This payment was an advance on a 3% NSR capped royalty payment of $3,000,000, subject to an inflation adjustment.

• The Company completed a NI 43-101 Technical Review by David W. Rennie and Kevin C. Scott of Scott Wilson Roscoe Postle Associates Inc. in August 2010. The 43-101 has been posted to the Company’s web-site.

• Ian Smith was appointed Chief Executive Officer and Director in June 2010. He will provide expertise in mine development and momentum to advance the development of the Company’s Harper Creek Project.

• In late June and through July, 2010 and again in September, several of the Company’s senior officers and directors exercised options representing 400,000 shares at $0.40, adding $160,000 to the Company’s treasury and

• On September 7th, 2010, the Company completed a Private Placement of 5,036,007 units to Anthill Resources Limited at a price of $1.08 per unit for a total initial investment of $5,438,888. Each unit included one common share and ½ share purchase warrant for the purchase of an additional share at $1.40 per share for up to 2 years.

• Between November 3rd and November 6th, 2010, the Company accepted subscriptions for 2,437,863 units comprising one common share and ½ share purchase warrants for gross proceeds of $2,632,892. Each full warrant entitles the holder to purchase one common share of the Company for $1.40 for a period not to exceed 2 years from the date of issue. • The Company has the right to accelerate conversion of the warrants issued as part of the Private Placement units if the

average trading price of the common shares exceeds $1.90 per share for 10 consecutive trading days.

• In October, the Company entered into a Memorandum of understanding with the Simpcw First Nation which establishes the protocols for negotiating future agreements regarding the Harper Creek project. This marked an important step forward. • In September, with adequate funding in place, the Company engaged Wardrop, A Tetra Tech Company to conduct a

preliminary economic assessment of the Harper Creek Project.

• CME Consultants Inc. began a new field work program in late September which will include 4,000 metres of diamond drilling. Results have been released from the first 4 of a scheduled 8 holes in this program and are posted on the Company’s web-site. We have agreed to extend this program to include additional drilling through to spring breakup. • Knight Piesold Ltd. has been retained to provide geotechnical and geohydrological expertise relating to the tailings dam,

groundwater and slope stability.

• SRK Consulting Ltd. has been retained to evaluate the potential for acid generating waste materials.

• Dillon Consulting Limited has prepared a revised project description which has been posted on the BC Environmental Assessment Office’s web-site

• g&T Metallurgical Services Ltd. is continuing to conduct metallurgical test work in preparation for the development of a feasibility study.

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Significant Events, Transactions and Activities on Mineral Properties

Capital transactions:

During the period, the Company completed a Private Placement of 5,036,007 units of 5,036,007 common shares and 2,518,004 warrants at a price of $1.08 per unit for gross proceeds of $5,438,888 to Anthill Resources Limited.

Placement fees totalling $217,555 were paid to Jordan Capital Markets Inc. pursuant to the completed private placement for net proceeds of $5,221,333 from the Offering.

The warrants will be exercisable at $1.40 per share for a period of 24 months from the closing of that offering.

During the period, funds and documentation were received from senior officers and directors for the exercise of 400,000 share purchase options at a strike price of $0.40 per share, for gross receipts of $160,000.

In June, 650,000 share purchase options were issued to new additions to the senior management team at a strike price of $1.00 per share for a period of 5 years to expire June 16, 2015. In September, a further 750,000 share purchase options were issued to officers, directors and consultants at a strike price of $1.08 for a period of 5 years to expire September 23, 2015. A total of 5,436,007 common shares were issued during the period as detailed above.

Beginning November 3, 2010 and concluding on November 9, 2010, the Company accepted subscriptions for 2,437,863 units comprising one common share and ½ share purchase warrant each for gross proceeds of $2,632,892. Each full warrant entitles the holder to purchase a share of the Company for $1.40 for a period not to exceed 2 years from the date of issue. The Company retained the right to force the conversion of these warrants should the trading price of the Company’s shares on a recognized exchange exceed $1.90 for a period of 10 consecutive trading days. Proceeds of $475,250 were received prior to October 31, 2010, and are included as share subscriptions received.

Additional finders’ fees of $153,013 were paid to accredited finders together with 118,931 finders warrants with a strike price of $1.08 per common share and a term of 2 years from the date of issue.

Gross proceeds from the issue of shares, warrants and the exercise of options during the year totalled $8,231,779.

Outlook

• We have begun preparations for our next equity financing. We are targeting an equity financing to raise up to $25 million which should be sufficient to complete the Feasibility Study, related engineering and exploration expenses as well as the funding required to complete the permitting required to proceed to the construction phase.

• The preliminary economic assessment (“PEA”), additional drilling, metallurgical test work, environmental baseline studies are currently underway with results being released as they come available.

• We expect to complete the PEA in the first quarter of 2011.

• Consultation with First Nations and local communities will be ongoing.

• These targeted milestones will prepare the Company to advance the project through detailed feasibility study and permitting.

• Dillon is currently working on the Application Information Requirements for the project which is the next step in the environmental assessment process. They continue to collect data from their monitoring stations and are working on an

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Mineral Property:

The Project

update on Core Resampling

Of the 28,682.05 metres of historical drilling in 169 holes in the Harper creek deposit area, we have recovered approximately 75% of the core.

Historically, under Noranda and uS Steel, drill core on the Harper Creek property was only analysed for copper. In order to establish gold and silver values for these holes, Yellowhead, through CME Consultants Inc., has been reanalysing this historical core for multi-elements by total digestion ICP-ES and fire assay with an AA finish.

The historical core has been going to the lab in batches for processing with the final batch scheduled for delivery to the lab in early spring, 2011.

Resource update

The Company received a new resource estimate and National Instrument 43-101 Technical Report on our Harper Creek Project entitled “Technical Report on the Harper Creek Project, Clearwater, British Columbia” on August 16th, 2010 by Qualified Persons David W. Rennie and Kevin C. Scott both of Scott Wilson Roscoe Postle Associates Inc. The new resource estimate added data from 23 holes totalling 7,602.92 m drilled since the previous resource estimated in early 2008. The additional drilling were mainly in-fill, confirmatory holes and were not designed to expand the resource. The NI 43-101 Technical Report is posted on Yellowhead’s website (www.yellowheadmining.com).

The new resource was based on a change in methodology to 15x15x15m blocks (previously 15x15x5m) which contributes to the slight decrease in grade but more reasonably reflects a mining unit.

A comparison of the new and previous resource follows:

Indicated - March 2008 Indicated - August 2010

Cut-off Tonnage Grade Contained Copper Tonnage Grade Contained Copper

% Cu Kt % Cu # Kt % Cu # 0.50 42,012.423 0.599 554,402,552 39,609.579 0.594 518,947,236 0.40 103,682.162 0.506 1,156,305,122 103,920.232 0.500 1,145,678,870 0.30 249,606.897 0.411 2,260,816,849 258,094.536 0.407 2,312,939,575 0.20 538,392.309 0.322 3,825,564,144 568,803.032 0.319 3,995,821,147 0.10 934,554.452 0.249 5,137,217,105 995,004.750 0.247 5,414,942,670

Inferred - March 2008 Inferred - August 2010

Cut-off Tonnage Grade Contained Copper Tonnage Grade Contained Copper

% Cu Kt % Cu # Kt % Cu # 0.50 7,961.244 0.602 105,590,145 8,165.282 0.600 107,917,109 0.40 16,523.336 0.519 188,962,246 17,520.244 0.514 198,681,003 0.30 33,750.404 0.430 320,220,350 35,633.264 0.429 336,633,102 0.20 64,692.196 0.342 487,327,336 67,473.339 0.342 508,993,478 0.10 118,950.972 0.254 666,101,433 123,574.795 0.255 693,761,882

As the historical drilling was only analyzed for copper, only copper values were included in the previous resource estimates. Work has resumed on assessing the value of other minerals in the historical core.

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All YMI drill core has been analyzed for 30 elements including gold and silver, which when combined with the re-analysis data of historical core, is expected to support inclusion of gold and silver in future resource estimates.

Preliminary Economic Assessment

Wardrop, a Tetra Tech Company, will soon complete the PEA. The base case design rate is 70,000 tpd based on large scale open pit mining equipment and a single line crush/SAG mill and ball mill circuit followed by flotation. Concentrate will be dewatered on site and trucked approximately 26km to a proposed load out facility in Vavenby.

Concentrate is expected to be transported by rail to the port of Vancouver for shipment to offshore smelters.

The field program and its management have been contracted to CME Consultants Inc., a geological consulting firm whose President is a director of the Company.

Our Mines Permit for exploration has been extended to December 31, 2011. Applications are pending for the work necessary to complete condemnation drilling.

The final option payment on the Cygnus Mines Limited (US Steel) claims was made on July 30, 2010 which resulted in the transfer of 31 mineral claims covering 775 hectares to the Company.

The Company acquired 4 new claims in early November 2009 bringing our total mineral claims to 131 and our land package to 42,636.5 hectares.

Certain claims were extended in early July to November 3, 2010 to coincide with the renewal dates on the majority of our claims. On November 3, 2010, all claims with that expiry date were further extended through February 12, 2011.

Management will determine before February 12, 2011, how long we will extend our claims. No new reclamation bonds were required during the period.

The Environmental Assessment

Following a period during which the Environmental Assessment process had been put on hold, except for the maintenance of weather and water monitoring stations, the process has been restarted. Field crews have collected base line data collected automatically from the weather and water monitoring stations.

Compilation of this data has started. Plans are being made to complete the Environmental Assessment. A revised Project Description has been filed with the BC environmental Assessment Office and posted on their web-site (http://a100.gov.bc.ca/ appsdata/epic/documents/p333/1295903690301_5aa204813a3a28bbaad434d7890ebbdd62ee07f028154720b0c5f52e258d5011. pdf#zoom=75&pagemode=none). Work is underway the Application Information Requirements. Meetings have been held with representatives of the BC Environmental Assessment Office and the Canadian Environment Assessment Agency and several other federal departments including the Ministry of Transportation and the Department of Fisheries. The Federal Major Project Management Office has also become involved to assist in streamlining the process.

Environmental baseline studies will continue through the winter and into the spring gathering climate, precipitation and water data. groundwater studies are being coordinated between Dillon Consulting Limited and Knight Piesold Limited.

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Mineral Properties Expenditures

As at October 31, 2010 a summary of the Company’s mineral property expenditures is as follows:

Harper Creek Balance, October 31, 2009 $ 9, 934, 467 Net Additions, 2010 970,696 Balance, October 31, 2010 $ 10,905,163

Further details of expenditures are disclosed in Note 5 of the October 31, 2010 audited financial statements.

The Company is prepared to advance exploration and development on the property with the goal of completing a bankable feasibility study over the next 12 to 18 months, subject to securing sufficient financing.

Plans are being formulated for additional geological field work, metallurgical testing, environmental baseline studies and archaeological and traditional use studies.

The Company’s exploration work to date indicates the potential for expansion of mineralization in several zones over the primary project area of 9,000 ha.

Selected Financial Information

Amounts are expressed in thousands of Canadian dollars, except per-share amounts.

31OCT10 31JUL10 30APR10 31JAN10 31Oct09 31Jul09 30Apr09 31Jan09 Current Assets 5,345 276 585 787 887 1,337 1,565 1,874 Resource Property Interests 10,905 10,663 10,069 9,979 9,935 9,558 9,419 9,251

Other Assets 145 163 182 200 219 238 333 352

Total Assets 16,395 11,102 10,836 10,966 11,041 11,133 11,317 11,477

Current liabilities 419 272 145 137 55 38 108 125

Other liabilities 0 403 403 403 403 235 235 235

Shareholders’ equity 15,976 10,427, 10,288 10,426 10,583 10860 10,974 11,117 Total liabilities and

shareholders’ equity 16,395 11,102 10,836 10,966 11,041 11,133 11,317 11,477

Revenue Nil Nil Nil Nil Nil Nil Nil Nil

Expenses:

general & Admin 467 88 119 155 110 95 145 237

Amortization 18 19 19 19 19 19 19 19

Interest Expense 0 0 0 0 nil nil 1 1

Interest Income (9) 1 0 (30) nil nil (1) (4)

Income tax (Recovery) (403) 0 0 0 168 0 0 0

Stock based compensation 578 509 0 0 30 0 0 83

Loss(Income) for the period 651 617 138 144 326 114 164 336

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Results of Operations

The operating results of exploration companies can fluctuate significantly from period to period. Being in the exploration stage, the Company has no revenue from operations.

Cash flows for the 12 months ended October 31, 2010 compared to the 12 months ended October 31, 2009

During the 12 month period ended October 31, 2010, the Company had an overall cash increase of $4,654,571 (October 31, 2009 – overall cash decrease of $1,123,513).

During the 12 month period ended October 31, 2010 the Company had cash outflow to mineral properties of $ 51,756, largely as a result of the receipt of Mineral Exploration Tax Credits (“METC”s) totalling $ 800,376 offsetting expenditures of $852,132 (Fiscal year 2009 cash expenditures totalled - $709,389).

During the 12 months period ended October 31, 2010, the Company had a total outflow of $1,148,624 (October 31, 2009 - $468,014) for normal operating activities. Major differences included deposits and other prepaid expenses, and a significant increase in HST receivable.

Net Loss for the12 month period ended October 31, 2010 compared to the12 month period ended October 31, 2009

During the 12 month period ended October 31, 2010 the Company incurred an overall net loss of $1,549,566 (October 31, 2009 - $921,474).

The Company incurred administrative expenses totalling $829,336 net of Stock Based Compensation (“SBC”) of $1,087,330 and amortization of $74,508 for the 12 month period ended October 31, 2010 (October 31, 2009 - $569,092, net of SBC of $113,490 and amortization of $75,674).

Management fees increased from $326,700 for the 12 month period ended October 31, 2009 to $348,350 for the 12 month period ended October 31, 2010, reflecting the additions to management.

The Company recorded $ 1,087,330 in stock based compensation expense for the 12 month period ending October 31, 2010 (October 31, 2009 - $113,490). This reflected the need to adequately compensate new management and to retain existing senior officers and directors.

The Company significantly increased investor relation, travel and promotion expense to $185,240 for the 12 month period ended October 31, 2010 from $111,343 for the 12 month period ended October 31, 2009. These expenses increased from the prior year as a result of additional funding and in order to position the Company to raise additional funds.

During the 12 month period ended October 31, 2010 the Company recorded interest income totalling $38,557 (October 31, 2009 - $5,267). Interest income was mainly derived from the delays which occurred in processing our METC for the nine months ended July 31, 2010 and from investing in bank certificates of deposit in the quarter and six months ended July 31, 2009. As a consequence of closing the private placement during the last quarter we have made commitments to capital programs to advance the project totalling $2,742,000.

In addition to project development and exploration expenses which have fixed budgets, our cash operating expenses for professional fees, investor relations costs and general office expenses will increase to approximately $350,000 per quarter beginning with the quarter ended October 31, 2010.

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Liquidity and Capital Resources

At October 31, 2010, the Company had cash of $ 4,734,825 (October 31, 2009 - $ 80,254).

These funds were held in current accounts at a major Canadian Chartered bank and bankers acceptances stamped by a major Canadian Chartered bank with maturities not exceeding 90 days.

We had a working capital of $4,925,431 compared to a working capital of $831,955 on October 31, 2009. Cash flow and budget are monitored monthly and often more frequently.

During the fiscal year ended October 31, 2010, the Company had a cash burn rate, excluding project development expenses, of approximately $69,000 per month, up significantly from $47,400 per month in fiscal 2009.

The burn rate has continued to accelerate, in a controlled manner, following the completion of the private placement and the Qualifying Transaction with Four Points Capital Corporation as we work on the Preliminary Economic Assessment and additional exploration and development of the Harper Creek project. The Company will also be working toward raising sufficient capital to fund operations through the Feasibility Study and permitting phases of the development of the Project.

The Company believes that while access to capital has been difficult until mid-2010 these conditions are changing. We have modified our capital and operating budgets to reflect capital markets conditions. Continued access to the capital markets is still uncertain, despite the change and there can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable.

If adequate financing is not available when required, the Company may be required to delay, scale back or eliminate various programs

Any equity offering will result in dilution to the ownership interests of the Company’s shareholders and may result in dilution to the value of such interests.

Capital Resources

At October 31, 2010, the Company had the following capital resources and claims against capital resources:

Current capital resources

Unrestricted Cash $4,734,825

HST rebate receivable 87,778

Deposits with suppliers 326,141

Mineral exploration tax credit receivable 195,846

Subtotal 5,344,590

Amounts due for payment 419,159

Subtotal $4,925,431

Claims against capital

Camp and office maintenance (12 month budget) 90,000

Budget for advancement of project 2,900,000

general and Admin (12 months budget) 900,000

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Since the end of the Fiscal Year, the Company has received the full amount of its HST refund for $87,778.The Company has also received the proceeds from the sale of additional units pursuant to the Pre-Public Private Placement aggregating $2,157,642. As at the end of the period and the date of this report, there are no ongoing capital commitments.

Transactions with Related Parties

Transactions with related parties totalled $871,637 for the 12 months ended October 31, 2010 compared to $884,386 for the 12 months ended October 31, 2009. A breakdown of these transactions is documented in Note 9 to the Financial Statements. The above transactions are in the normal course of operations, with terms that are similar to those with unrelated parties and are measured at the exchange amount, which is the amount of consideration established and agreed to by the parties.

Change in Board of Directors

During the year, Ian Smith was appointed Chief Executive Officer and Director, replacing Ronald L. Handford, the former Chief Executive Officer and Director, who assumed a new role as Executive Vice President, Corporate Development.

Ron resigned from the Board effective June 11, 2010.

Concurrent with the investment by Anthill Resources Limited in September, Morgan Li was elected to serve on the board of Yellowhead, bringing our total board complement to 7.

under our charter, we are permitted to increase the number of board members during the year but need to ratify the increase at the next Annual general Meeting of Shareholders.

Capital Lease Obligations

The Company has no outstanding Capital Lease Obligations.

Off Balance Sheet Arrangements

The Company has no off balance sheet arrangements.

Financial Instruments and Other Instruments

The Company’s financial instruments consist of cash, short term Bankers Acceptances and bank term deposits, accounts payable and accrued liabilities.

The terms are fully disclosed in the Company’s financial statements. It is management’s opinion that the Company is not exposed to significant currency, credit or interest rate risks from its financial instruments. The fair value is the carrying value unless otherwise noted.

The Company follows the Canadian Institute of Chartered Accountants’ (“CICA”) Handbook Section 3855, “Financial Instruments - Recognition and Measurement”, which established standards for recognizing and measuring financial assets, financial liabilities and non-financial derivatives. The Company classifies its debt and investments into held-to-maturity, trading or available-for-sale categories. Debt securities for which the Company does not have the intent or ability to hold to maturity are classified as available-for-sale. Held-to-maturity securities are recorded as either short-term or long-term on the balance sheet based on the contractual maturity date and are stated at amortized cost. Investments that are bought and held

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The Company adopted the CICA Section 3862, “Financial Instruments Disclosures”, and Section 3863, “Financial Instruments Presentation” which provides users with information to evaluate the significance of the financial instruments of the entity’s financial position and performances, nature and extent of risks arising from financial instrument, and how the entity manages those risks. Section 3863 deals with the classification of financial instruments, related interest, dividends, losses and gains, and the circumstances in which financial assets and financial liabilities are offset.

Critical Accounting Policies

A summary of significant accounting policies is presented in Note 3 to the financial statements for the period ended October 31, 2010.

Preparing financial statements in accordance with GAAP requires management to make certain judgements and estimates. Changes to these judgements and estimates could have a material effect of the Company’s financial statements and financial position.

The carrying value of expenditures incurred in a development stage company like YMI is subject to an impairment evaluation. All of the expenditures incurred to date on the Company’s Harper Creek Property have been capitalized. It is management’s opinion that the estimated cash flows expected to result from the future use of the property and its eventual disposition will exceed its carrying amounts.

Comprehensive Income

The Company adopted CICA Handbook Section 1530, “Comprehensive Income”, which established standards for presentation and disclosure of comprehensive income. Comprehensive income is the overall change in net assets of the Company

for a period, other than changes attributable to transactions with shareholders. It is made up of net income and other comprehensive income. The historical make-up of net income has not changed. Other comprehensive income includes gains or losses, which generally accepted accounting principles requires to be recognized in a period but are excluded from net income for that period.

Capital disclosures

The Company has adopted Handbook Section 1535, “Capital Disclosures”, which requires the disclosure of both qualitative and quantitative information that provides users of financial statements with information to evaluate the entity’s objectives, policies and procedures for managing capital.

International Financial Reporting Standards (“IFRS”)

In 2006, the Canadian Accounting Standards Board (“AcSB”) published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian generally accepted accounting principles with IFRS over an expected five year transitional period. In February 2008, the AcSB announced that 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada’s own generally accepted accounting principles. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of Fevruary 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for interim periods and for the year ended October 31, 2010.

The Company is assessing what the implementation of IFRS will have on its financial statements through, among other things, initial review of IFRS standards currently in place and “diagnosis” of the impact on the Company’s current accounting policies. The financial reporting impact of the transition is expected to be minimal.

The transition will become necessary with the fiscal quarter beginning February 1, 2011 with the initial report to occur with the financial results for the Quarter which will end on April 30, 2011. During this period we will have made a determination of the elections which will be appropriate for the Corporation.

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Proposed Transactions

The Company has received and is reviewing a proposal for the acquisition of an industrial site in the Township of Vavenby.

Disclosure of Contractual Obligations

As part of its agreement with Yellowhead for the purchase of the Private Placement on September 7, 2010, Anthill Resources Limited retains the right to acquire additional units in the private placement prior to closing the private placement. Anthill did participate and has maintained their interest at 15%.

Anthill has indicated that they plan to continue to maintain a 15% interest in the Company following its amalgamation with Four Points Capital Corporation.

This is Anthill’s right but not their obligation. They could elect to maintain their current holding without exercising any additional purchases.

Disclosure Controls and Internal Controls over Financial Reporting

The Company has evaluated its internal controls over financial reporting and believes that as of the report date, its systems of internal controls over financial reporting as defined under MI 52-109 is sufficiently designed and maintained to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with gAAP. Certain weaknesses in its system are apparent. These wea knesses arise primarily from the limited number of personnel employed in the accounting and financial reporting area, a situation that is common in smaller companies. As a consequence of this situation:

1. It is not feasible to achieve the complete segregation of duties; and

2. The Company does not have full competency “in House” in complex areas of financial accounting such as taxation. The Company believes these weaknesses are mitigated by:

1. the nature and present level of activities and transactions within the Company being readily transparent;

2. the review of the Company’s financial statements by senior management and the audit committee of the board of directors;

3. the assistance and advice rendered by the Company’s independent auditors; and 4. the active participation of senior management in monitoring financial reporting.

Nevertheless, these mitigating factors cannot eliminate the possibility that a material misstatement will occur as a result of the aforesaid weaknesses in the Company’s internal controls over financial reporting. A cost effective system of internal controls over financial reporting, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance the objectives of the internal controls over financial reporting are achieved.

Risk Factors

Yellowhead is engaged in mineral exploration and development activities which, by their nature, are speculative due to the high risk nature of the business and the present stage of the development of the Harper Creek Project. Any investment in the common shares of Yellowhead should be considered a highly speculative investment due to the nature of the Company’s business. Such risk factors could materially affect Yellowhead’s future financial results and could cause actual results and

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Outstanding Share Data

Common shares, stock options and share purchase warrants issued and outstanding as at the quarter end are described in detail in Note 7 to the audited Financial Statements for the fiscal year ended October 31, 2010.

The Capital Transactions detailed in an earlier section of this report are included in the issued and outstanding table immediately prior to the Company’s amalgamation with 0887988 B.C.Ltd.as of November 9th, 2010, disclosed as follows:

Number of Shares Cash Consideration Exercise Price Expiry Date Issued and Outstanding 34,035,245 $19,973,218

Number of Options 350,000 $0.40 Jun 1, 2011 525,000 $0.75 Mar 12, 2012 50,000 $1.00 July 23, 2012 200,000 $1.00 Oct 21, 2012 50,000 $1.00 Nov 12, 2012 150,000 $1.00 Nov 18, 2013 650,000 $1.00 June 16, 2015 750,000 $1.08 Sept 22, 2015

Total Options 2,725,000 $0.90 (weighted average)

Number of Warrants 118,930 $1.08 November 6,2012 2,518,004 $1.40 September 7, 2012 1,218,932 $1.40 November 6, 2012 Total Warrants 3,855,866 Fully Diluted 40,616,111

Following the amalgamation, all shares, options and warrants were exchanged for shares, options and warrants in the new parent, Four Points Capital Corporation, which following the renaming of the Company to the Harper Creek Mining Corporation, a private, wholly owned subsidiary, became the “new” Yellowhead Mining Inc., a publically trading company listed on the TSX Venture Exchange, trading under the symbol “YMI”.

On behalf of the Board, Ian Smith.

Chief Executive Officer

Tel. 604-273-5597 Fax 604-608-3524 Mobile 604-897-4850

ismith@yellowheadmining.com Yellowhead Mining Inc.

2130 – 21331 gordon Way Richmond, B.C. Canada V6W 1J9 www.yellowheadmining.com

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YELLOwHEAD MINING INC.

(An Exploration Stage Company)

Financial Statements

October 31, 2010 and 2009

(Expressed in Canadian Dollars)

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying financial statements of Yellowhead Mining Inc. (the “Company”) have been prepared by management in accordance with Canadian generally accepted accounting principles and are the responsibility of the management of the Company. The financial information contained elsewhere in this report has been reviewed to ensure consistency with the financial statements.

Management maintains systems of internal control designed to provide reasonable assurance that the assets are safeguarded, all transactions are authorized and duly recorded, and financial records are properly maintained to facilitate preparation of financial statements in a timely manner. The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting, and is ultimately responsible for reviewing and approving the financial statements. The Board carries out this responsibility principally through its Audit Committee.

The Audit Committee of the Board of Directors has reviewed the financial statements with management and the external auditors. Smythe Ratcliffe LLP, an independent firm of chartered accountants, appointed as external auditors by the shareholders, have audited the financial statements and their report is included herein.

“Ian B. Smith” “Robert L. J. Harper”

__________________________________________ __________________________________________

Ian B. Smith Robert L. J. Harper

CEO CFO

Vancouver, British Columbia January 21, 2011

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(AN EXPLORATION STAgE COMPANY) NOTES TO FINANCIAL STATEMENTS YEARS ENDED OCTOBER 31, 2010 AND 2009 (EXPRESSED IN CANADIAN DOLLARS)

AUDITORS’ REPORT

TO THE SHAREHOLDERS OF YELLOWHEAD MINING INC.

(An Exploration Stage Company)

We have audited the balance sheets of Yellowhead Mining Inc. (an exploration stage company) as at October 31, 2010 and 2009 and the statements of operations and deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at October 31, 2010 and 2009 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles.

“Smythe Ratcliffe LLP” (signed) Chartered Accountants

Vancouver, British Columbia January 21, 2011

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(AN EXPLORATION STAgE COMPANY) NOTES TO FINANCIAL STATEMENTS

YEARS ENDED OCTOBER 31, 2010 AND 2009 (EXPRESSED IN CANADIAN DOLLARS)

2010 2009

Assets

Current

Cash and cash equivalents $ 4,734,825 $ 80,254

HST receivable 87,778 6,834

Mineral exploration tax credit receivable 195,846 800,376

Deposits and other prepaid expenses 326,141 0

5,344,590 887,464

Resource Property Interests (note 5) 10,905,163 9,934,467

Equipment (note 6) 144,778 219,286

$ 16,394,531 $ 11,041,217

Liabilities

Current

Accounts payable and accrued liabilities $ 87,853 $ 21,343

Due to related parties (note 9) 331,306 34,166

419,159 55,509

Future Income Tax (note 8) 0 403,051

419,159 458,560

Shareholders’ Equity

Capital Stock (note 7) 17,338,694 11,920,897

Share Subscriptions Received (note 12) 475,250 0

Contributed Surplus (note 7(b)) 1,874,205 824,971

Deficit (3,712,777) (2,163,211)

15,975,372 10,582,657 $ 16,394,531 $ 11,041,217 Nature of Operations and going Concern (note 1)

Subsequent Events (note 11) Approved on behalf of the Board:

“Ian Smith” “Andy Graetz”

__________________________________________ __________________________________________