OFFERING MEMORANDUM UPDATE

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1 OFFERING MEMORANDUM UPDATE TO: FROM: Potential Investors in Class D Units Red Mountain Ventures Limited Partnership (the Partnership ) DATE: October 26, 2017 RE: Updated information regarding the Offering Memorandum dated August 12, 2017 regarding the offering of Class D Units by the Partnership (the Offering Memorandum ) All capitalized terms not otherwise defined herein have the meaning ascribed to them in the Offering Memorandum. Please be advised of the below updates to certain information contained in the Offering Memorandum. The Offering Memorandum is hereby amended in all respects and where applicable in accordance with the information set out below. 1. Please be advised that the first closing of the Offering is expected to occur on December 1, 2017 for both Canadian investors and non-canadian investors. The Partnership continues to retain the discretion to choose one or more other closing dates, in its sole discretion. 2. To clarify the jurisdictions the Offering is being made in, they are: (a) in Canada, residents of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick and Nova Scotia; (b) in the United States, residents of all states except Florida, Texas, Arizona, Nebraska and Washington (the Partnership hopes to soon add Washington State, and possibly the State of Texas, to the list of states where the Offering may be made and will update potential investors at that time) and (c) qualified residents of Australia (subject to paragraph 3 below). The Offering will not be extended to residents of the United Kingdom. 3. Items 5.2 and 10.2 of the Offering Memorandum are updated as follows: Subscribers resident in Australia must qualify pursuant to the exemption from disclosure requirement in accordance with Australian law under one of the following categories: (a) sophisticated investors, or (b) retail investors. Sophisticated investors must have a gross annual income of A$250,000 for the two (2) prior years or net assets of at least A$2,500,000. Sophisticated investors wishing to participate in the Offering shall provide the Partnership with a certificate from a qualified accountant confirming that such investor meets the minimum annual income or net assets requirements set out above. Additionally, up to twenty (20) retail investors may also participate in the Offering in any twelve (12) month period provided that such investors have indicated interest in the Offering without being solicited by the Partnership and the aggregate value subscribed for by such retail investors does not exceed A$2,000,000. Class D Units purchased by Australian subscribers will be subject to a twelve (12) month hold period from the date of issue. 4. Item 12 of the Offering Memorandum is updated to include the Audited Financial Statements for the General Partner as at April 30, 2016 and 2017, attached hereto as Schedule A. Investors having any questions should contact either FrontFundr Support or StartEngine Crowdfunding, Inc., as applicable, at the contact information provided in the Offering Memorandum.

2 - 2 - SCHEDULE A RED MOUNTAIN VENTURES G.P. LTD. Financial Statements April 30, 2016 and April 30, 2017 Please see Attached.

3 RED MOUNTAIN VENTURES G.P. Ltd. FINANCIAL STATEMENTS APRIL 30, 2017 and 2016

4 Red Mountain Ventures G.P. Ltd. Index to Financial Statements April 30, 2017 and 2016 Independent Auditor s Report 1 Balance Sheets as of April 30, 2017 and Page Statements of Operations and Other Comprehensive Income for the years ended April 30, 2017 and Statements of Changes in Shareholders Equity for the two years ended April 30, Statements of Cash Flows for the years ended April 30, 2017 and Notes to the Financial Statements 6

5 To the Board of Directors of Red Mountain Ventures G.P.Ltd. INDEPENDENT AUDITOR S REPORT We have audited the accompanying balance sheets of Red Mountain Ventures G.P. Ltd. as of April 30, 2017 and 2016, and the related statements of operations and other comprehensive income, changes in shareholders equity and cash flows for each of the two years ended April 30, 2017 and 2016, and the related notes to the financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in conformity with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ); this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Red Mountain Ventures G.P. Ltd. as of April 30, 2017 and 2016, the related statements of operations and other comprehensive income, changes in shareholders equity and cash flows for each of the two years ended April 30, 2017 and 2016, in conformity with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ). HRP CPAS, LLC SEPTEMBER 18, W. Post Rd., Suite 110, Las Vegas NV

6 RED MOUNTAIN RESORT G.P.LTD. BALANCE SHEETS APRIL 30, 2017 AND 2016 ASSETS Current assets Cash $ 434 $ 552 Total current assets Non-current assets Related party receivable 1,745 1,819 Tax credit receivable Total non-current assets 1,833 1,915 Total assets $ 2,268 $ 2,467 Non-current liabilities Other non-current liabilities $ 1 $ 1 Total long-term liabilities 1 1 Total liabilities 1 1 Commitments and contingencies (Note 8) LIABILITIES AND STOCKHOLDERS' EQUITY Stockholders' equity Common stock - Class A 1,201 1,201 Common stock - Class B 1,462 1,462 Other comprehensive loss (396) (197) Total stockholders' equity 2,267 2,466 Total liabilities and stockholders' equity $ 2,268 $ 2,467 2

7 RED MOUNTAIN RESORT G.P.LTD. STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED APRIL 30, 2017 AND 2016 Year Ended Year Ended Operating revenue Revenue $ - $ - Total operating revenue - - Operating expenses Administrative expenses - - Total operating expenses - - Income from operations - - Other income (expense) Other income - - Total other income (expense) - - Net income - - Comprehensive loss - - Net loss Foreign currency translation loss (199) (104) Comprehensive loss $ (199) $ (104) 3

8 RED MOUNTAIN VENTURES G.P.LTD. STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE TWO YEARS ENDED APRIL 30, 2017 Common Stock Other Class A Class B Comprehensive Loss Total Balance April 30, 2015 $ 1,201 $ 1,462 $ (93) $ 2,570 Foreign currency translation loss - - (104) (104) Balance April 30, ,201 1,462 (197) 2,466 Foreign currency translation loss - - (199) (199) Balance April 30, 2017 $ 1,201 $ 1,462 $ (396) $ 2,267 4

9 RED MOUNTAIN RESORT G.P.LTD. STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED APRIL 30, 2017 AND 2016 Cash flows from operating activities: Year Ended Year Ended Net loss $ - $ - Adjustments to reconcile net loss to net cash used in operating activities: Accounts receivable (76) (51) Net cash used in operating activities (76) (51) Net change in cash (76) (51) Cash balance, May Change in comprehensive loss (42) (76) Cash balance, April 30 $ 434 $ 552 Supplemental disclosure of non-cash financing activities: Foreign currency translation adjustments $ (42) $ (76) 5

10 Red Mountain Ventures G.P. Ltd. Notes to Financial Statements April 30, 2017 and 2016 (US$) NOTE 1- ORGANIZATION AND BASIS OF PRESENTATION Red Mountain Ventures G.P. Ltd. ( RMVGP, the Company ) was incorporated in British Columbia, Canada. The Company owns a 0.01% interest in Red Mountain Ventures Limited Partnership (the Limited Partnership ) and acts as general partner of the Limited Partnership and accordingly, manages the business and assets of the Limited Partnership. The Company s year-end is April 30. The Company s securities are not traded on any stock exchange in Canada and thus, the Company is not subject to regulation by any Canadian stock exchange. The Company s securities are also not registered under the United States Securities Act of 1933 nor are they traded on any securities or stock exchange in the United States. As a result, the Company is not presently subject to the reporting, certification or other requirements imposed on U.S. registered issuers under, among other things, U.S. Sarbanes-Oxley Act of 2002 ("SOX"). As a non reporting issuer designation under the Canadian securities laws, the Company is subject to limited reporting requirements specifically related to the issuance of securities. NOTE 2 SIGNIFICANT ACCOUNTING POLICIES A summary of the significant accounting policies applied in the presentation of the accompanying financial statements follows: Basis of preparation The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and IFRS Interpretations Committee (IFRS IC) interpretations applicable to companies reporting under IFRS. The financial statements have been prepared in United States Dollars, under the historical cost convention. The accounts have been rounded to the nearest dollar. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The accompanying financial statements include the accounts of the Red Mountain Ventures G.P.Ltd. Cash and cash equivalents Cash and cash equivalents in the balance sheets is comprised of cash in bank and on hand. Cash and cash equivalents include short-term bank deposits with original maturities of three months or less, that are not restricted as to withdrawal or use, and are therefore considered to be cash equivalents. Accounts receivable Accounts receivable are generally unsecured. The Company establishes an allowance for doubtful accounts receivable based on the age of outstanding invoices and management s evaluation of collectability. Accounts are written off after all reasonable collection efforts have been exhausted and management concludes that likelihood of collection is remote. Any future recoveries are applied against the allowance for doubtful accounts. 6

11 Foreign currencies The functional currency of the Company is Canadian Dollars (CAD). The reporting currency of the financial statements is United States Dollars. Income and expenses for each statement of profit and loss shall be translated at an average exchange rate for the year. All assets and liabilities are translated at the rate of exchange ruling at the balance sheet date. Equity accounts are translated using historical exchange rates. All differences are taken to the other comprehensive income or loss. The exchange rates used to translate amounts in CAD into USD for the purposes of preparing the financial statements were as follows: Balance Sheets: April 30, April 30, Period-end CAD: USD exchange rate $ $ Statements of Operations: April 30, April 30, Average Yearly CAD: USD exchange rate $ $ Revenue recognition Revenues are recognized in profit or loss when the revenues can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the Company and the costs incurred or to be incurred in respect of the transaction can be measured reliably. Revenues are measured at the fair value of the consideration received less any trade discounts, volume rebates and returns. New standards, amendments and interpretations not yet adopted The IASB and IFRIC have issued the following standards and with an effective date after the date of the financial statements and have not been applied in preparing these financial statements. IFRS 15 Revenue from Contracts with Customers - early adoption. As this is the first period of financial reporting for the group, management took the decision to adopt IFRS 15 early as it represented a major development in the recognition of revenue under International Financial Reporting Standards. Compared to IAS 18, Revenue and IAS 11, Construction Contracts and related interpretations, there was no material difference adopting IFRS 15 early. The standard is effective for annual periods beginning on or after January 1, IFRS 16 Leases-IFRS 16 specifies how a Company will recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with IFRS 16 s approach to lessor accounting substantially unchanged from its predecessor, IAS 17. IFRS 16 will be applicable to annual reporting periods beginning on or after 1 January Unrealized losses on debt instruments measured at fair value and measured at cost for tax purposes give rise to a deductible temporary difference regardless of whether the debt instrument's holder expects to recover the carrying amount of the debt instrument by sale or by use. The carrying amount of an asset does not limit the estimation of probable future taxable profits. Estimates for future taxable profits exclude tax deductions resulting from the reversal of deductible temporary differences. An entity assesses a deferred 7

12 tax asset in combination with other deferred tax assets. Where tax law restricts the utilization of tax losses, an entity would assess a deferred tax asset in combination with other deferred tax assets of the same type. There are no other IFRS or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company. Comprehensive income Comprehensive income is defined as the change in equity resulting from transactions and other events from non-owner sources. Other comprehensive income refers to items recognized in comprehensive income that are excluded from net earnings. NOTE 3 CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and assumptions are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The effect of a change in an accounting estimate is recognized prospectively by including it in comprehensive income in the year of the change, if the change affects that year only, or in the year of the change and future years, if the change affects both. Information about critical assumptions in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the financial statements within the next financial year are discussed below: Income Taxes The Company accounts for income taxes in accordance with International Accounting Standard 12, Income Taxes ( IAS 12 ). Income tax expense is comprised of current and deferred income taxes. Current and deferred income taxes are recognized in profit and loss, except for income taxes relating to items recognized directly in equity or other comprehensive income. Current income tax, if any, is the expected amount payable or receivable on the taxable income or loss for the period, calculated in accordance with applicable taxation laws and regulations, using income tax rates enacted or substantively enacted at the end of the reporting period and any adjustments to amounts payable or receivable relating to prior years. Deferred income taxes are provided using the liability method based on temporary differences arising between the income tax base of assets and liabilities and their carrying amounts in the financial statements. Deferred income tax is determined using income tax rates and income tax laws and regulations that have been enacted or substantively enacted at the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred income taxes are recognized to the extent that it is probable that future taxable income will be available against which the temporary differences can be utilized. To the extent that the Company does not consider it probable that a deferred tax asset will be recovered, the deferred tax asset is reduced. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxing authority and the Company intends to settle its current tax assets and liabilities on a net basis. 8

13 Fair Value of Financial Instruments The Company measures its financial assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., exit price) in an orderly transaction between market participants at the measurement date. Additionally, the Company is required to provide disclosure and categorize assets and liabilities measured at fair value into one of three different levels depending on the assumptions (i.e., inputs) used in the valuation. Level 1 provides the most reliable measure of fair value while Level 3 generally requires significant management judgment. Financial assets and liabilities are classified in their entirety based on the lowest level of input significant to the fair value measurement. The fair value hierarchy is defined as follows: Level 1 Valuations are based on unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Valuations are based on quoted prices for similar assets or liabilities in active markets, or quoted prices in markets that are not active for which significant inputs are observable, either directly or indirectly. Level 3 Valuations are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management s best estimate of what market participants would use in valuing the asset or liability at the measurement date. The recorded amounts for cash and cash equivalents, receivables, other current assets and accounts payable and accrued liabilities approximate fair value due to their short-term nature. NOTE 4 CASH AND CASH EQUIVALENTS April 30, 2017 April 30, 2016 Cash in bank and on hand $ 434 $ 552 Total cash and cash equivalents $ 434 $ 552 NOTE 5 ACCOUNTS RECEIVABLE Accounts receivable, net of allowances for sales returns and doubtful accounts, consisted of the following: April 30, 2017 April 30, 2016 Related party receivables $ 1,745 $ 1,819 Tax credit receivables Total accounts receivable, net $ 1,833 $ 1,915 NOTE 6 ACCOUNTS PAYABLE AND ACCRUED EXPENSES As of April 30, 2017 and 2016, accounts payable and accrued expenses consisted of the following: Related party payable $ 1 $ 1 Total $ 1 $ 1 9

14 NOTE 7 SHAREHOLDERS EQUITY The Company s capital consisted of shares issued to Class A shareholders and Class B shareholders. As of April 30, 2017, 1,395,697 Class A shares were issued and outstanding and 1,700,000 Class B shares were issued and outstanding. Total capital amounted $2,663 at April 30, The class A shareholders do not receive any preferential distribution or profit and loss allocations. NOTE 8 - COMMITMENTS AND CONTINGENCIES Litigation Management of the Company is currently not aware of any legal proceedings that management believes will have, individually or in the aggregate, a material adverse effect on the Company s business, financial condition or operating results. NOTE 9 EVENTS AFTER THE REPORTING PERIOD Management evaluated all activities of the Company through the issuance date of the Company s financial statements and concluded that no subsequent events have occurred that would require adjustments or disclosures into the financial statements. 10

15 - 3 - DATE AND CERTIFICATE Dated: October 26, 2017 The Offering Memorandum, as amended by this Offering Memorandum update, does not contain a misrepresentation. RED MOUNTAIN VENTURES LIMITED PARTNERSHIP by its General Partner RED MOUNTAIN VENTURES G.P. LTD. Howard I. Katkov (signed) HOWARD I. KATKOV Chief Executive Officer Kevin Magnall (signed) KEVIN MAGNALL Chief Financial Officer Donald J. Thompson (signed) DONALD J. THOMPSON Director Jeff Busby (signed) JEFF BUSBY Director

RED MOUNTAIN VENTURES LIMTED PARTNERSHIP CONSOLIDATED FINANCIAL STATEMENTS. APRIL 30, 2017 and 2016

RED MOUNTAIN VENTURES LIMTED PARTNERSHIP CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2017 and 2016 Red Mountain Ventures Limited Partnership Index to Consolidated Financial Statements April 30, 2017 and