Adelayde Exploration Inc. - Interim / Quarterly Report 2021

SPEARMINT RESOURCES INC. Management’s Discussion and Analysis For the six months ended July 31, 2021

Date of Report: September 21, 2021

The following discussion and analysis of the Company's financial condition and results of operations for the six months ended July 31, 2021, should be read in conjunction with its condensed consolidated interim financial statements and related notes. The requisite financial data presented for the relevant periods has been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”).

All dollar figures included therein and in the following MD&A are quoted in Canadian dollars. Additional information relevant to the Company’s activities can be found on SEDAR at www.sedar.com.

Disclaimer for Forward-Looking Information

Certain statements in this report are forward-looking statements, which reflect management’s expectations regarding the Company's future growth, results of operations, performance, business prospects and opportunities such as the intended work programs on its existing property interests, the ability to meet financial commitments and the ability to raise funds when required. Forwardlooking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management’s current views and are based on certain assumptions and speak only as of the date of this Management’s Discussion and Analysis. These assumptions, which include management’s current expectations, estimates and assumptions about its current property interests, the global economic environment, the market price and demand for mineral commodities and its ability to manage the property interests and operating costs, may prove to be incorrect. A number of risks and uncertainties could cause the actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions, (2) a decreased demand or price for mineral commodities, (3) delays in the start of projects with respect to its property interests, (4) inability to locate and acquire additional property interests, (5) the uncertainty of government regulation and politics in North America regarding mineral exploration and mining, (6) potential negative financial impact from regulatory investigations, claims, lawsuits and other legal proceedings and challenges, and (7) other factors beyond its control.

There is a significant risk that such forward-looking statements will not prove to be accurate. Investors are cautioned not to place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future results. Except as required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statements. Additional information about these and other assumptions, risks and uncertainties are set out in the section entitled “Risks and Uncertainties” below.

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 2

Nature of Business

The Company was incorporated under the Business Corporations Act of British Columbia, Canada on September 23, 2009. The Company is involved in the identification, acquisition and exploration of mineral properties that management deems as potentially viable to assist in the growth of the Company. At July 31, 2021, the Company had mineral property interests located in Canada and the United States.

Mineral Properties

Nevada Elon and McGee Properties

On July 12, 2016, the Company entered into a share purchase agreement (the “Nevada Agreement”) with five arm’s length vendors (the “Nevada Vendors”) to purchase 100% of the issued and outstanding common shares of 1074942 B.C. Ltd., which through its wholly-owned subsidiary Mathers Lithium Corp. (a Nevada corporation) holds a 100% interest in certain lithium mineral claims (the "Elon claims" and the "McGee claims") in Nevada. The acquisition has been accounted for as an asset acquisition. In consideration for the net assets acquired, the Company issued 12,700,000 common shares at a value of $444,500 to the Nevada Vendors pursuant to the Nevada Agreement. In addition, the Company issued 912,000 common shares at a value of $31,920 as a finder’s fee and paid $20,000 to the vendor for land acquisition and $3,903 in filings fees in connection with this transaction. The above acquisition costs were allocated to the Elon Property and the McGee Property proportionately, being $175,113 and $325,210, respectively.

On June 14, 2017, the Company assumed an additional US$30,000 payment owed to the vendors for the McGee claims as follows: US$10,000 by September 1, 2017 (paid) and US$20,000 by December 31, 2017 (paid). The vendors retain an NSR of 3.75% on the McGee claims.

During the years ended January 31, 2018 and 2020, the Company provided a security deposit of $11,098 and $631 in relation to its McGee Properties, respectively. During the year ended January 31, 2021, the Company provided additional security deposit of $938 in relation to its McGee Properties.

As disclosed in a news release dated September 4, 2020 and September 14, 2020, the Company received a drill permit from the Bureau of Land Management and engaged Harrison Land Services to carry out its planned phase-two drill program on the McGee Property. The drill program commenced in September. As disclosed in a news release dated December 11, 2020, the Company announced it has received the assay results from the first three completed drill holes (holes 5, 7 and 8) of its 10-hole drill program. The first three holes drilled into the clay formation all intersected lithium. Assays from drill Hole 5 intersected lithium values as high as 1,840 parts per million lithium with a range of 1,840 to 420 ppm lithium (with one five-foot section grading 140 ppm directly below the best intersection and believed to be an ancient localized drainage channel). Hole 5 averaged 846 ppm Li over 270 feet, including 35 feet averaging 1,343 ppm Li. Hole 7 had a range of 1,550 to 290 ppm Li averaging 812 ppm Li over 310 feet, including 55 feet of 1,214 ppm Li. Hole 8 had a range of 1,280 to 340 ppm Li averaging 723 ppm Li over 205 feet, including 1,036 ppm Li over 35 feet.

As disclosed in a news release dated January 15, 2021, the Company has received results from two more holes from the 10-hole drill program. Hole 6 returned the best results achieved to date with an average lithium value of 966 parts per million lithium over 220 continuous feet, including a high value of 1,490 ppm. Hole 9 returned a high value of 950 ppm Li from a total of 155 feet drilled. As disclosed in a news release dated on February 5, 2021 the Company announced the results from the final five holes. The drilling resulted in Hole 11 hitting a high of 1,490 parts per million lithium

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 3

(ppm Li) within 235 feet averaging 817 ppm Li, including 110 feet averaging 1,020 ppm Li starting at 20 feet from surface. Hole 12 hit a high of 1,370 ppm Li within 105 feet averaging 1,042 ppm Li, starting at 10 feet from surface. Hole 10 had a high of 1,360 ppm Li. Hole No. 13 hit a high of 1,320 ppm Li within 200 feet averaging 845 ppm Li, including 70 feet averaging 1,026 ppm Li starting at five feet from surface. Hole 14 hit a high of 1,730 ppm Li within 225 feet averaging 900 ppm Li, including 55 feet averaging 1,046 ppm Li starting at 15 feet from surface.

The Company engaged McClelland Laboratories Inc. of Sparks, Nevada, for the planned metallurgy on the lithium-hosted claystone drilled on Spearmint's property. As disclosed in a news release dated May 14, 2021, the Company achieved a lithium extraction rate of 83%. Preliminary results from a composite claystone sample indicate lithium extractions of 80 per cent with a sulphuric acid addition of 500 kilograms per tonne and 83 per cent with a hydrochloric acid addition of 375 kg/mt. Further testing is being planned to optimize leaching conditions.

As disclosed in a news release dated June 11, 2021, the Company has received the Technical Report and maiden resource estimate on its 100%-owned Clayton Valley Lithium Clay Project in Nevada, USA. The Technical Report includes a maiden resource estimate of 815,000 indicated tonnes and 191,000 inferred tonnes for a total of 1,006,000 tonnes of Lithium Carbonate Equivalent (LCE). The Technical Report was prepared in accordance with the requirements of National Instrument 43-101 by Stantec Consulting Ltd. ( “Stantec” ).

The following costs, recoveries and revenue, in metric units and US$, were used to derive a base case cut-off grade for an eventual lithium carbonate (Li2CO3) product:

Mining costs US$2/tonne;
Processing costs US$15/tonne;
Processing recovery 80%; and
US$10,000/tonne revenue for Li2CO3 product.

The lithium mineral resource estimates are presented in Table 25.1 in U.S. customary units and Table 25.2 in metric units. Lithium resources are presented for a range of cutoff grades to a maximum of 800 ppm lithium. The base case lithium resource estimates are highlighted in bold type in Table 25.1 and Table 25.2. All lithium resources on the Project are surface mineable at a stripping ratio of 0.11 waste yd[3] /ton (0.09 m[3] /tonne) at the base case cut-off grade of 400 ppm lithium. The effective date of the lithium resource estimate is June 9, 2021.

Table 25.1

Table 25.1	Table 25.1	Table 25.1	Table 25.1	Table 25.1	Table 25.1
Lithium Resource Estimates – U.S. Customary Units
Cutoff Li (ppm)	Volume (Myd3)	Tons (Mst)	Li (ppm)	tons (‘000 st)
				Li	Li2CO3
		Indicated
400	151	216	781	169	898
600	123	176	843	148	789
800	67	96	951	91	486
		Inferred
400	34	49	808	40	210
600	31	44	841	37	197
800	17	24	952	23	120

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 4

CIM definitions are followed for classification of Mineral Resource.
Mineral Resource surface pit extent has been estimated using a lithium carbonate price of US10,000 US$/tonne and mining cost of US$2.00 per tonne, a lithium recovery of 80%, fixed density of 1.70 g/cm[3] (1.43 tons/yd[3] ).
Conversions: 1 metric tonne = 1.102 short tons, metric m[3] = 1.308 yd[3] , Li2CO3:Li ratio = 5.32.
Totals may not represent the sum of the parts due to rounding.
The Mineral Resource estimate has been prepared by Derek Loveday, P. Geo. of Stantec Consulting Services Ltd. in conformity with CIM “Estimation of Mineral Resource and Mineral Reserves Best Practices” guidelines and are reported in accordance with the Canadian Securities Administrators NI 43-101. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that any mineral resource will be converted into mineral reserve.

	Table 25.2 Lithium Resource Estimates – Metric Units	Table 25.2 Lithium Resource Estimates – Metric Units	Table 25.2 Lithium Resource Estimates – Metric Units	Table 25.2 Lithium Resource Estimates – Metric Units	Table 25.2 Lithium Resource Estimates – Metric Units
Cutoff Li (ppm)	Volume (Mm3)	Tonnes (Mt)	Li (ppm)	Tonnes (‘000 t)
				Li	Li2CO3
		Indicated
400	115	196	781	153	815
600	94	159	843	134	715
800	51	87	951	83	441
		Inferred
400	26	44	808	36	191
600	23	40	841	34	179
800	13	21	952	20	109

CIM definitions are followed for classification of Mineral Resource.
Mineral Resource surface pit extent has been estimated using a lithium carbonate price of US10,000 US$/tonne and mining cost of US$2.00 per tonne, a lithium recovery of 80%, fixed density of 1.70 g/cm[3] (1.43 tons/yd[3] ).
Conversions: 1 metric tonne = 1.102 short tons, metric m[3] = 1.308 yd[3] , Li2CO3:Li ratio = 5.32.
Totals may not represent the sum of the parts due to rounding.

The Mineral Resource estimate has been prepared by Derek Loveday, P. Geo. of Stantec Consulting Services Ltd. in conformity with CIM “Estimation of Mineral Resource and Mineral Reserves Best Practices” guidelines and are reported in accordance with the Canadian Securities Administrators NI 43-101. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that any mineral resource will be converted into mineral reserve.

The Company is evaluating follow up work and drill programs for this property.

As at July 31, 2021, the Company had incurred a total of $16,952 in claim maintenance fees on the Elon Property and $771,897 in exploration costs on the McGee Property, respectively.

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 5

Nevada Green Clay Lithium Property

On August 31, 2021, the Company entered into an option agreement with an arm’s length vendor to acquire a 100% interest in certain mineral claims (the “Green Clay Lithium Property”) comprising of 97 contiguous claims totaling approximately 2,000 acres located in Clayton Valley, Nevada. In consideration, the Company is required to the following: to pay $30,000 and issue 2,000,000 common shares (paid & issued subsequently) to the vendor on signing the option agreement; to pay $30,000 and issue 1,000,000 common shares to the vendor within six months after signing; and to issue 1,000,000 common shares to the vendor within the first anniversary of signing. The vendor will retain a 1.5% NSR Royalty on this property. The Company will have the right to purchase 0.75% NSR Royalty for $500,000 at any time prior to the commencement of commercial production.

BC EL North Nickel-Copper Prospects

In March and September 2019, the Company acquired a 100% interest in certain mineral claims (the “EL North 3 Prospect” and the “EL North 1 Prospect”) in the Golden Triangle of British Columbia for staking costs of $280 and $466, respectively. These prospects consist of 395 and 659 contiguous acres, respectively.

As at July 31, 2021, the Company had incurred a total of $2,801 in exploration costs on this property.

- BC NEBA Copper Gold Prospects

In September 2017, the Company acquired a 100% interest in certain mineral claims (the “NEBA Copper-Gold Prospect”) totaling 3,052 acres located in the Golden Triangle of British Columbia for staking costs of $2,162.

On October 5, 2018, the Company entered into a share purchase agreement (the “SPA”) with two arm’s length vendors (the “Vendors”) to purchase 100% of the issued and outstanding shares of 1177905 B.C. Ltd., which holds a 100% interest in certain mineral claims in B.C. (the "NEBA Copper-Gold Prospects", the "Nickle N. Property", and the "Gold Triangle Prospects"). The acquisition has been accounted for as an asset acquisition. In consideration, the Company issued 18,000,000 shares (issued at a value of $540,000) to the Vendors pursuant to the SPA. 1177905 B.C. Ltd. became a wholly owned subsidiary of the Company. The acquisition costs had been split evenly between these properties.

On September 14, 2020, the Company entered into a letter agreement with Enduro Metals Corporation, an arm’s length party, to sell certain mineral claims of its NEBA Prospects to Enduro Metals for $25,000. The Company recognized a realized loss of $170,124 during the year ended January 31, 2021.

As at July 31, 2021, the Company had incurred a total of $30,249 in exploration costs on the remaining claims of this property.

- BC Safari Copper Gold Property

In October 2018, the Company acquired a 100% interest in a district size claims package consisting of 9,007 contiguous acres located in the northern Quesnel Trough in north-central British Columbia for staking costs of $6,381.

As at July 31, 2021, the Company had incurred a total of $24,370 in exploration costs on this

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 6

property.

BC Hammernose Gold Property

In October 2018, the Company acquired a 100% interest in certain mineral claims consisting of 5,140 acres in the Spences Bridge gold belt located in southern British Columbia for staking costs of $3,640.

In July 2019, the Company acquired a 100% interest in certain mineral claims to increase the size of the Hammernose Gold Property to 5,910 acres for staking costs of $546.

In July 2020, the Company acquired a 100% interest in certain mineral claims to increase the size of the Hammernose Gold Property to 8,685 acres for staking costs of $1,966.

The Company engaged Rio Minerals Limited and successfully completed a work program on the Hammernose Gold Property in August 2020. All the creeks on the three tenures were sampled and all outcrops and areas of interest were geologically mapped and sampled by Rio Minerals. As disclosed in a news release dated December 8, 2020, the Company announced it has received the sampling results from its phase 2 work program. A detailed soil geochemical survey was performed and forty-five soil samples were taken on a localized grid of five soil lines, with 20metre line separation. Sampling results included several samples returning anomalous gold values with a high value of 132 parts per billion gold at the northeast corner of the survey grid.

The Company is evaluating a possible follow up work program for this property.

As at July 31, 2021, the Company had incurred a total of $34,095 in exploration costs on this property.

BC Gold Triangle Prospects

In July 2017, the Company acquired a 100% interest in four separate gold prospects (the “Gold Triangle Prospects”) totalling 4,092 acres located in the Golden Triangle gold District in British Columbia for staking costs of $2,900. During the year ended January 31, 2020, the Company decided to drop one gold prospect consisting of 893 acres. Accordingly, $632 in staking costs and $4,488 in exploration costs associated with this claim were written off.

In October 2018, the Company indirectly acquired a 100% interest in certain mineral claims in British Columbia under the SPA.

In July 2019, the Company acquired a 100% interest in two Prickle claims consisting of 4,980 contiguous acres in the Golden Triangle of British Columbia for staking costs of $3,527.

As at July 31, 2021, the Company had incurred a total of $50,755 in exploration costs on this property.

NL Goose Gold Project

On August 10, 2020, the Company entered into a purchase agreement with arm’s length vendors (the “Goose Gold Vendors) to acquire a 100% interest in certain mineral claims (the “Goose Gold Project”) consisting of 185 acres located in Newfoundland, Canada. In consideration, the Company is required to issue 2,000,000 shares (issued at a value of $130,000) to the Goose Gold Vendors. The Goose Gold Vendors will retain a 2.5% NSR Royalty on this property. The Company will have the right to purchase 0.25% of the royalty for $250,000 any time prior to the

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 7

commencement of commercial production.

The phase I rock and soil sampling program saw the collection of 185 soil samples and 21 rock samples across the Goose Gold property. The high-resolution soil grid had 50 m spaced samples along 100 m spaced lines and provided detailed geochemical coverage over the property, representing the first known work on the asset to date. The results of the survey highlight three distinct gold-in-soil anomalies located in the northeast, southeast and western parts of the property. The anomaly straddling the western property boundary is oriented in a north-south direction and has a non-continuous strike length of 600 m and 250 m. In addition, one select float grab sample of a mafic volcanic unit with stockwork quartz-carbonate veining throughout returned 973 parts per billion gold.

On July 2, 2021, the Company announced it has secured the services of Abitibi Geophysics, based out of Quebec, to conduct the phase II work program. Abitibi is a full-service exploration provider with experience covering geological environments around the world. This phase will incorporate ground magnetic and very low-frequency (VLF) surveys, as well as advanced data interpretation, to advance the project to a drill-ready stage. Subsequently, on September 17, 2021, the Company announced the work program is now underway.

As at July 31, 2021, the Company had incurred a total of $22,103 in exploration costs on this property.

ON Carscallen West Gold Project

In May 2020, the Company acquired a 100% interest in certain mineral claims (the “Carscallen West Gold Project”) located in the Abitibi Greenstone belt in Ontario consisting of approximately 2,500 contiguous acres for staking costs of $2,450.

ON Case Lake South Cesium Prospect

In April and May 2020, the Company acquired a 100% interest in certain mineral claims (the “Case Lake South Cesium Prospect”) located in the Larder Lake Mining Division in Northeast Ontario consisting of approximately 5,000 contiguous acres for staking costs of $4,700.

In August 2020, the Company acquired a 100% interest in certain mineral claims to increase the size of the size of the Case Lake South Cesium Prospect to approximately 7,300 acres for staking costs of $2,350.

ON Escape Lake North PGM Project

In May 2020, the Company acquired a 100% interest in certain mineral claims (the “Escape Lake North PGM Project”) in Ontario consisting of approximately 4,000 contiguous acres for staking costs of $3,950. This property is located near existing infrastructure in a mining-friendly jurisdiction just north of Thunder Bay, Ontario.

On July 21, 2021, the Company announced that it has completed the initial sampling portion of the work program on this property. 12 rock grab samples were collected and submitted for analysis at Actlabs, Thunder Bay.

A follow up work program is currently being formulated and recommended geophysical surveys including a high-resolution drone magnetic survey over the western portion of this property, followed by induced polarization (IP) surveys over target areas, in order to define drill targets.

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 8

As at July 31, 2021, the Company had incurred a total of $2,486 in exploration costs on this property.

- ON River Valley East Platinum Palladium Prospect

In January 2020, the Company acquired a 100% interest in certain mineral claims (the “River Valley East Platinum-Palladium Prospect”) in Ontario consisting of approximately 4,700 contiguous acres for staking costs of $4,850.

QC Chibougamau Vanadium Prospects

In June 2017, the Company acquired a 100% interest in four separate vanadium prospects, the “Chibougamau Vanadium Prospects”, all located in the direct vicinity of Lac Chibougamau, Quebec for staking costs of $4,550. These four separate vanadium prospects comprise 71 separate claims totaling approximately 9,737 acres.

In December 2018 and January 2019, the Company increased its acreage in this district to consolidate the four separate prospects into one contiguous property now consisting of 13,985 acres for staking costs of $3,031.

In February 2019, the Company increased its acreage in this district by 3,154 acres to a total of 17,139 contiguous acres for staking costs of $457.

During the year ended January 31, 2020, the Company decided not to continue with 12 mineral claims covering approximately 1,646 acres and allowed them to lapse when they became due. Accordingly, prior acquisition costs of $769 and exploration costs of $14,710 associated with these claims had been written off during the period.

The Company is evaluating possible work programs for this property.

As of July 31, 2021, the Company had incurred a total of $89,382 in exploration costs on this property.

- QC Perron East Gold Prospects

In September 2019, the Company acquired a 100% interest in the Perron-East Gold Prospects consisting of four mineral claim blocks covering 2,862 acres located in the Abitibi greenstone belt of northwestern Quebec for staking costs of $1,372.

In February and June 2020, the Company significantly expanded this property to now covering approximately 11,608 acres consisting of five mineral claim blocks for additional staking costs of $4,543.

In October 2020, the Company engaged Laurentia Exploration, based out of Quebec, to conduct the initial work program on the Perron-East Gold project. The phase 1 work program included a complete compilation and evaluation of historical data, a high-resolution magnetic survey, an extensive sampling program, and the identification of the highest-priority drill hole targets for phase 2. As disclosed in a news release dated November 24, 2020, the Company announced the sampling portion of the phase 1 work program has been completed. As disclosed in a news release dated December 23, 2020, the Company announced it has started the airborne magnetic portion of the phase 1 work program and as disclosed in a news release dated April 12, 2021, the Company announced that multiple soil anomalies have been discovered.

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 9

As disclosed in a news release dated June 15, 2021, the Company announced that the 2021 work program is now underway. The Company will be conducting an Induced Polarization (IP) survey over these anomalies with the expectation of a fully funded 2021 fall drill program once the highest priority drill targets are defined.

As at July 31, 2021, the Company had incurred a total of $206,711 in exploration costs on this property.

Overall Performance

The Company is a mineral exploration company engaged in the business of acquisition, exploration and, if warranted, development of mineral properties. The Company does not expect to generate any revenues in the foreseeable future or until a mineable reserve is defined and economically recoverable. The Company expects to continue to incur expenses as it works to further explore and develop its mineral properties.

The Company has conducted limited exploration on some of its properties, due to, among other things, the availability of sufficient funds for the purposes of mineral exploration and development, access to the property due to climate conditions, the uncertainties associated with the prices of precious and base metals and other minerals, and the global economic climate. The Company is in the process of exploring its mineral properties and has not yet determined whether the properties contain reserves that are economically recoverable. The Company’s future performance is largely tied to the outcome of future exploration and the overall financial markets.

The recoverability of minerals from the Company’s properties is dependent upon, among other things, the discovery of economically recoverable reserves, the ability of the Company to obtain necessary financing to continue to explore and develop its properties and upon future profitable production. In March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company’s business or ability to raise funds. Uncertainty in credit markets, fluctuation in commodity prices and general economic downturns has led to increased difficulties in raising and borrowing funds. As a result, the Company may have difficulties raising equity financing for the purposes of exploration and development of the Company’s properties, without diluting the interests of current shareholders of the Company. See “Liquidity and Capital Resources” and “Risks and Uncertainties” for a discussion of risk factors that may impact the Company’s ability to raise funds.

Information about the Company’s commitments relating to its mineral properties is discussed above under “Nature of Business – Mineral Properties”.

The Company did not generate any revenue during the six months ended July 31, 2021 and 2020. The Company’s net comprehensive loss increased from $338,208 for the six months ended July 31, 2020 to $969,622 for the six months ended July 31, 2021, mainly due to an increase in corporate branding and share-based payments, offset by a decrease in realized loss on sale of exploration and evaluation assets. The Company had a working capital of $2,746,382 and cash and cash equivalents of $3,175,069 at July 31, 2021 as compared to a working capital of $1,691,467 and cash and cash equivalents of $1,962,170 at January 31, 2021.

The Company's current assets have increased to $3,201,231 as at July 31, 2021 from $1,970,980 as at January 31, 2021 due mainly to an increase in cash and cash equivalents. The Company's current

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 10

liabilities have increased to $454,849 as at July 31, 2021 from $279,513 as at January 31, 2021, mainly due to an increase in flow-through share premium liability offset by a decrease in accounts payable. The value ascribed to the Company’s exploration and evaluation assets has increased from $1,998,127 as at January 31, 2021 to $2,153,320 as at July 31, 2021, due mainly to exploration work performed on the McGee Property and the Perron Gold Prospect, as described above. As at July 31, 2021, the Company had an accumulated deficit of $5,879,192 since inception. The Company expects to incur further losses in the development of its business. The Company estimates it has sufficient capital for the next 12 months or longer.

Summary of Quarterly Results

The following table sets out selected quarterly financial data for the eight most recently completed interim quarters:

	2022 Second	2022 First	2021 Fourth	2021 Third	2021 Second	2021 First	2020 Fourth	2020 Third
Total revenues	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil	$Nil
Loss before discontinued operations and extraordinary items:
Total	$(709,965)	$(259,657)	$(242,384)	$(198,696)	$(301,368)	$(36,840)	$(263,845)	$(26,114)
Lossper share	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$(0.00)
Loss per share fully diluted	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$(0.00)
Net comprehensive loss:
Total	$(709,965)	$(259,657)	$(242,384)	$(198,696)	$(301,368)	$(36,840)	$(263,845)	$(26,114)
Loss per share	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$(0.00)
Loss per share fully diluted	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$(0.00)	$(0.00)

Summary of Results During Prior Eight Quarters

Net comprehensive loss increased by $237,731 from the third to the fourth quarter of 2020 primarily due to an increase in share-based payments. Net comprehensive loss decreased by $227,005 from the fourth quarter of 2020 to the first quarter of 2021 primarily due to a decrease in share-based payments. Net comprehensive loss increased by $264,528 from the first to the second quarter of 2021 primarily due to an increase in realized loss on sale of exploration and evaluation assets, share-based payments and corporate branding expenses. Net comprehensive loss decreased by $102,672 from the second to the third quarter of 2021 primarily due to a decrease of $170,124 in loss on sale of exploration and evaluation assets offset by an increase in operating expenses. Net comprehensive loss increased by $43,688 from the third to the fourth quarter of 2021 primarily due to an increase of $105,605 in corporate branding expenses offset by a decrease of $77,735 in sharebased payments. Net comprehensive loss slightly increased by $17,273 from the fourth quarter of 2021 to the first quarter of 2022 mainly due to an increase in operating expenses. Net comprehensive loss increased by $450,308 from the first to the second quarter of 2022 primarily due to an increase of $516,455 in share-based payments offset by a decrease in corporation branding expenses.

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 11

Three months ended July 31, 2021 Compared to the Three months ended July 31, 2020

The Company did not generate any revenues for the three months ended July 31, 2021 and 2020. Net comprehensive loss was $709,965 for the three months ended July 31, 2021 compared to $301,368 for the three months ended July 31, 2020. The increase was mainly due to an increase in operating expenses offset by a decrease in realized loss on sale of exploration and evaluation assets (three months ended July 31, 2021: $Nil; three months ended July 31, 2020: $170,124).

Operating expenses increased by $600,019 from $131,244 for the three months ended July 31, 2020 to $731,263 for the three months ended July 31, 2021. The increase in operating expenses was mainly due to an increase in share-based payments as well as an increase in corporate branding expenses.

Increased share-based payments (three months ended July 31, 2021: $516,455; three months ended July 31, 2020: $71,114) were due to the Company granted 10,000,000 stock options to its directors, officers and consultants with an exercise price of $0.16 per share and an expiry date of July 21, 2022 during the three months ended July 31, 2021 as compared to 3,000,000 options were granted to its directors, officers and consultants with an exercise price of $0.05 per share and an expiry date of May 15, 2021 during the three months ended July 31, 2020. The Company may grant options that are available under the stock option plan in the next 12 months period.

Corporate branding expenses increased during the three months ended July 31, 2021 to $138,554 (three months ended July 31, 2020: $18,750) which included the following:

$61,500 (three months ended July 31, 2020: $18,750) for online branding;
$75,554 (three months ended July 31, 2020: $Nil) for European marketing and news dissemination with Aktiencheck.de AG; and
$1,500 (three months ended July 31, 2020: $Nil) for social media services related to the corporate twitter.

The corporate branding expenses were incurred to increase the awareness of the Company and the mining industry in general. Management anticipates such expenses may be similar or higher in the next 12-month period due to management’s decision regarding overall branding expenses, including a decision to increase online branding, or other such future services.

Six months ended July 31, 2021 Compared to the Six months ended July 31, 2020

The Company did not generate any revenues for the six months ended July 31, 2021 and 2020. Net comprehensive loss was $969,622 for the six months ended July 31, 2021 compared to $338,208 for the six months ended July 31, 2020. The increase was mainly due to an increase in operating expenses offset by a decrease in realized loss on sale of exploration and evaluation assets (six months ended July 31, 2021: $Nil; six months ended July 31, 2020: $170,124).

Operating expenses increased by $826,238 from $168,084 for the six months ended July 31, 2020 to $994,322 for the six months ended July 31, 2021. The increase in operating expenses was mainly due to an increase in corporate branding expenses, management fees and share-based payments.

Increased share-based payments (six months ended July 31, 2021: $516,455; six months ended July 31, 2020: $71,114) were due to the Company granted 10,000,000 stock options to its directors, officers and consultants with an exercise price of $0.16 per share and an expiry date of July 21, 2022 during the six months ended July 31, 2021 as compared to 3,000,000 options were granted to its directors, officers and consultants with an exercise price of $0.05 per share and an expiry date

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 12

of May 15, 2021 during the six months ended July 31, 2020. The Company may grant options that are available under the stock option plan in the next 12 months period.

Corporate branding expenses increased during the six months ended July 31, 2021 to $320,772 (six months ended July 31, 2020: $18,750) which included the following:

$158,250 (six months ended July 31, 2020: $18,750) for online branding;
$154,522 (six months ended July 31, 2020: $Nil) for European marketing and news dissemination with Aktiencheck.de AG;
$5,000 (six months ended July 31, 2020: $Nil) for video version of news release with Investment Pitch Media; and
$3,000 (six months ended July 31, 2020: $Nil) for social media services related to the corporate twitter.

Management fees increased during the six months ended July 31, 2021 to $30,000 (six months ended July 31, 2020: $Nil) to compensate one director and one officer for their services rendered. Management anticipates such expenses may be similar or higher in the next 12-month period.

See “Nature of Business – Mineral Properties” for a discussion of the Company’s mineral properties on a property-by-property basis, including its plans for the mineral properties, the status of its plans, expenditures made and the anticipated timing and costs to take its mineral properties to the next stage of the project plan.

See “Overall Performance” for a discussion of events, risks and uncertainties that the Company believes will materially affect its future performance and “Risks and Uncertainties” for a discussion of risk factors affecting the Company.

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 13

Discussion of Operations

Use of Proceeds

The table below provides an update as to the status of how the Company has previously announced a proposed use of proceeds from prior financings and the actual use of such proceeds.

Financing	Previously Disclosed Use of Proceeds	Status of Use of
$124,500 Flow-through July 2020 Private Placement	Flow-through funds - towards existing Canadian properties.	As of the date of this report, $4,091 used in Hammernose Gold Property, $55,982 used in Perron East Gold exploration, $2,486 used in Escape Lake PGM Project, $13,632 used in Goose Gold exploration, and $48,309 has not been used.
$1,000,000 Flow-through May 2021 Private Placement	Flow-through funds - towards existing Canadian properties.	As of the date of this report, $86,799 was used in Perron East Gold exploration and $913,201 has not been used.

In July 2020, the Company closed a non-brokered private placement consisting of 3,557,142 flowthrough units (the “FT Units”) at $0.035 per FT Unit for gross proceeds of $124,500. Each FT Unit consisted of one flow-through common share and one share purchase warrant which entitles the holder to purchase one additional non flow-through common share of the Company at a price of $0.05 per share until July 29, 2025.

In May 2021, the Company closed a non-brokered private placement consisting of 5,000,000 flowthrough units (the “FT Units”) at $0.20 per FT Unit for gross proceeds of $1,000,000. Each FT Unit consisted of one flow-through common share and one-half of one share purchase warrant (each, a “Warrant”). Each whole Warrant entitles the holder to purchase one additional non flow-through common share of the Company at a price of $0.30 per share until May 12, 2023.

Liquidity and Capital Resources

Liquidity

The Company had a working capital of $2,746,382 and cash and cash equivalents of $3,175,069 at July 31, 2021 as compared to a working capital of $1,691,467 and cash and cash equivalents of $1,962,170 at January 31, 2021.

The Company's current assets have increased to $3,201,231 as at July 31, 2021 from $1,970,980 as at January 31, 2021 due mainly to an increase in cash and cash equivalents. The Company's current liabilities have increased to $454,849 as at July 31, 2021 from $279,513 as at January 31, 2021, mainly due to an increase in flow-through share premium liability offset by a decrease in accounts payable. The value ascribed to the Company’s exploration and evaluation assets has increased from $1,998,127 as at January 31, 2021 to $2,153,320 as at July 31, 2021, due mainly to exploration work performed on the McGee Property and the Perron Gold Prospect, as described above.

During the six months ended July 31, 2021, the following occurred:

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 14

14,797,731 share purchase warrants were exercised at $0.05 per share for gross proceeds of $739,887;
4,800,000 stock options were exercised at $0.05 per share for gross proceeds of $240,000; and
In May 2021, the Company closed a non-brokered private placement consisting of 5,000,000 FT Units at $0.20 per FT Unit for gross proceeds of $1,000,000.

Subsequent to July 31, 2021, the following occurred:

2,107,000 share purchase warrants were exercised at $0.05 per share for gross proceeds of $105,350; and
900,000 stock options were exercised at $0.085 per share for gross proceeds of $76,500.

Management estimates that the Company’s cash and cash equivalents are sufficient to meet its working capital requirements for the next 12 months or longer, including the existing commitments relating to the Company's mineral properties. The Company expects to raise additional capital as the needs arise. See “Nature of Business – Mineral Properties” and “Overall Performance” for a discussion of the Company’s commitments relating to its mineral properties. As a mineral exploration company, its expenses are expected to increase as the Company explores its mineral properties further. Management does not expect the Company to generate revenues from mineral production in the foreseeable future.

The Company’s ability to conduct the planned work programs on its mineral properties, meet its ongoing levels of corporate overhead and discharge its liabilities as they become due is dependent, in large part, on the ability of its management to raise additional funds as necessary. Management anticipates that additional equity financings will need to be conducted to raise additional funds which, if successful, will result in dilution in the equity interests of the Company’s current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase its liabilities and future cash commitments. Although the Company has secured financings in the past, there is no assurance that the Company will be able to do so in the future on terms that are favourable to the Company or at all. The Company’s ability to raise additional funds in the future and its liquidity may be negatively impacted by a number of factors, including changes in commodity prices, market volatility and general economic downturns.

The Company has no long-term debt.

Capital Resources

The Company has the following commitments for capital expenditures with respect to its mineral properties as of July 31, 2021. The expenditures are optional and the Company may decide not to incur such payments in the event the Company does not decide to pursue further exploration with respect to such properties. As the BC Ministry continues to respond and adapt to the directions and orders issued in response to COVID-19, the Chief Gold Commissioner has issued a blanket Time Extension Order for all claims and leases, as well as all coal licenses and leases. All but one of the Company’s BC claims have fallen into this Order and therefore the Company has until December 31, 2021 to register a statement of exploration and development, or register payment instead of exploration and development. In addition, the Minister of Energy and Natural Resources and

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 15

Minister Responsible for the Côte-Nord Region, Mr. Jonatan Julien, has announced the term suspension of all claims currently in force in Québec for a 12-month period effective immediately on April 9[th] , 2020. All of the Company’s Quebec claims have fallen into this order therefore a period of 12 months have been added to the current expiry date of the Quebec claims.

BC Gold Triangle Prospects :
Six mineral claims will expire on December 31, 2021. In order to keep these claims in good standing, the Company is required to incur a minimum of $29,154 in exploration expenditures on these claims by December 31, 2021 or to pay cash-inlieu of $58,308.
One mineral claim will expire on March 23, 2022. In order to keep these claims in good standing, the Company is required to incur a minimum of $4,134 in exploration expenditures on these claims by March 23, 2022 or to pay cash-in-lieu of $8,267.
BC EL North and EL North 3 Nickel-Copper Prospects :
Two mineral claims will expire on December 31, 2021. In order to keep these claims in good standing, the Company is required to incur a minimum of $2,132 in exploration expenditures on these claims by December 31, 2021 or to pay cashin-lieu of $4,264.

 BC NEBA Copper-Gold Prospects :

One mineral claim will expire on December 31, 2021. In order to keep this claim in good standing, the Company is required to incur a minimum of $9,710 in exploration expenditures on these claims by December 31, 2021 or to pay cash-inlieu of $19,420.
BC Safari Copper-Gold Property :
Two mineral claims will expire on December 31, 2021. In order to keep these claims in good standing, the Company is required to incur a minimum of $18,230 in exploration expenditures on these claims by December 31, 2021 or to pay cashin-lieu of $46,051.
BC Hammernose Gold Property :
Four mineral claims will expire on April 30, 2022. In order to keep these claims in good standing, the Company is required to incur a minimum of $27,976 in exploration expenditures on these claims by April 30, 2022 or to pay cash-in-lieu of $55,952.
ON Cascallen West Gold Project :
49 mineral claims are in good standing until May 18, 2022. In order to keep these claims in good standing, the Company is required to incur a minimum of $19,600 in exploration expenditures on these claims by May 18, 2022.

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 16

ON Case Lake South Cesium Prospect :
94 mineral claims are in good standing until April 29, 2022 or later. In order to keep these claims in good standing, the Company is required to incur a minimum of $37,600 in exploration expenditures on these claims by April 29, 2022.
47 mineral claims are in good standing until August 26, 2022. In order to keep these claims in good standing, the Company is required to incur a minimum of $18,800 in exploration expenditures on these claims by August 26, 2022.
ON Escape Lake North PGM Project :
79 mineral claims are in good standing until May 21, 2022 or later. In order to keep these claims in good standing, the Company is required to incur a minimum of $31,600 in exploration expenditures on these claims by May 21, 2022.
ON River Valley East Platinum-Palladium Prospect :
97 mineral claims are in good standing until January 24, 2022. In order to keep these claims in good standing, the Company is required to incur a minimum of $38,800 in exploration expenditures on these claims by January 24, 2022.
QC Chibougamau Vanadium Prospects :
After adding a period of 12 months to the current expiry date of each claim due to COVID-19, 59 Vanadium claims are in good standing until August 1, 2022. In order to renew these claims for another two years, the Company is required to incur a minimum of $70,800 in exploration on these claims by May 31, 2022 or pay it in annual rental income to the Minister of Finance by August 1, 2022. Fees associated with these claims are $3,909 if paid by May 31, 2022 otherwise the fees will be doubled to $7,818 if paid between June 1, 2022 and August 1, 2022.
After adding a period of 12 months to the current expiry date of each claim due to COVID-19, 54 mineral claims are in good standing until January 8, 2022 or later. In order to renew these claims for another two years, the Company is required to incur a minimum of $64,800 in exploration on these claims by November 7, 2021 or pay it in annual rental income to the Minister of Finance by January 8, 2022. Fees associated with these claims are $3,578 if paid by November 7, 2021 otherwise the fees will be doubled to $7,155 if paid between November 8, 2021 and January 8, 2022.
QC Perron East Gold Prospects :
After adding a period of 12 months to the current expiry date of each claim due to COVID-19, 86 mineral claims are in good standing until January 12, 2023 or later. In order to renew these claims for another two years, the Company is required to incur a minimum of $96,900 in exploration on these claims by November 11, 2022 or pay it in annual rental income to the Minister of Finance by January 12, 2023. Fees associated with these claims are $5,405 if paid by November 11, 2022

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 17

otherwise the fees will be doubled to $10,810 if paid between November 12, 2022 and January 12, 2023.

Seven mineral claims are in good standing until June 29, 2022. In order to renew these claims for another two years, the Company is required to incur a minimum of $8,400 in exploration on these claims by April 28, 2022 or pay it in annual rental income to the Minister of Finance by June 29, 2022. Fees associated with these claims are $464 if paid by April 28, 2022 otherwise the fees will be doubled to $928 if paid between April 29, 2022 and June 29, 2022.
Nevada Elon and McGee Properties:
The Elon claims are in good standing until September 1, 2022. In order to keep these claims in good standing, the Company is required to pay BLM fees of US$2,310 by September 1, 2022.
The McGee claims are in good standing until September 1, 2022. In order to keep these claims in good standing, the Company is required to pay BLM fees of US$7,260 by September 1, 2022.
Nevada Green Clay Lithium Property:
The Green Clay lithium claims are in good standing until September 1, 2022. In order to keep these claims in good standing, the Company is required to pay BLM fees of US$16,005 by September 1, 2022.

See “Nature of Business – Mineral Properties” for a discussion of the Company’s capital expenditure commitments with respect to its mineral properties.

In addition to the above capital expenditure requirements, the Company shares office space with another three public companies and the Company pays office rent of $1,430 on a monthly basis.

Management estimates that the Company’s cash and cash equivalents are sufficient to meet its working capital requirements for the next 12 months or longer, including the existing commitments relating to the Company's mineral properties. The Company expects to raise additional capital as the needs arise. Although the Company has been successful in raising funds in the past, there is no guarantee that the Company will be able to raise additional funds in the future. The Company’s ability to raise additional funds is subject to a number of uncertainties and risk factors. See “Liquidity and Capital Resources – Liquidity” and “Risks and Uncertainties”.

Operating Activities

During the six months ended July 31, 2021, operating activities used $595,293 in cash. The use of cash for the six months ended July 31, 2021 was mainly attributable to its loss for the period of $969,622 and decreased accounts payable of $104,016, offset by share-based payments of $516,455.

During the six months ended July 31, 2020, operating activities used $45,683 in cash. The use of cash for the six months ended July 31, 2020 was mainly attributable to its loss for the period of $338,208 offset mainly by share-based payments of $71,114, loss on sale of exploration and evaluation assets of $170,124 and increased accounts payable and accrued liabilities of $52,793.

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 18

Investing Activities

During the six months ended July 31, 2021, investing activities used cash of $105,083 in exploration and evaluation costs relating to exploration work performed in Quebec and Nevada.

During the six months ended July 31, 2020, investing activities used cash of $31,359 in exploration and evaluation costs consisting of exploration work performed in BC and staking costs incurred in BC, Ontario and Quebec.

Financing Activities

During the six months ended July 31, 2021, financing activities provided cash of $1,913,275, which was attributable to gross proceeds received for share issuance of $1,979,887 offset by share issue costs of $66,612.

During the six months ended July 31, 2020, financing activities provided cash of $697,177, which was attributable to gross proceeds received for a private placement of $699,790 and gross proceeds of $33,300 for 666,000 share purchase warrants exercised at $0.05 per share, offset by share issue costs of $35,913.

Changes in Accounting Policies including Initial Adoption

The Company has not adopted any new accounting policies during the six months ended July 31, 2021.

Off-Balance Sheet Arrangements

The Company does not utilize off-balance sheet arrangements.

Related Parties Transactions

During the six months ended July 31, 2021, the Company paid the following management fees: $15,000 to BLB Consulting Inc., a private company controlled by the President of the Company, and $15,000 to Seth Kay, the Chief Operating Officer of the Company, in consideration for their services to the Company during the period.

During the six months ended July 31, 2021, the Company incurred share-based payments of $289,215 to three directors (James Nelson, Gregory Thomson and Dennis Aalderink) and one officer (Seth Kay). As a mineral exploration issuer, the Company partially relies on the issuance of stock options to compensate its directors and officers for their time and dedication to the Company.

During the six months ended July 31, 2021, the Company paid $30,000 in professional fees to Sea Star Consulting Inc., a private company controlled by the Chief Financial Officer, Cindy Cai, in consideration for accounting services provided to the Company.

As at July 31, 2021, amounts due to related parties were $10,918 (January 31, 2021: $19,428), which included $7,500 owing to three directors for unpaid directors’ fees, being $2,500 each payable to James Nelson, Dennis Aalderink and Gregory Thomson; $2,500 payable to a former director, Spencer Smyl; $918 payable to Cruz Cobalt Corp., a public company with common directors for unpaid office expenses. These amounts are unsecured, non-interest bearing and payable on demand.

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 19

All transactions with related parties have occurred and are measured at the amount of consideration established and agreed to by the related parties.

Financial Instruments and Other Instruments

The Company’s financial instruments consist of cash and cash equivalents, receivables, and accounts payable and accrued liabilities. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying value, unless otherwise noted.

Proposed Transactions

Other than as disclosed herein, the Company does not have any proposed transactions as of the date of this report.

Additional Disclosure for Venture Issuers without Significant Revenue

During the six months ended July 31, 2021 and 2020, the Company incurred the following expenses:

	2021	2020
Capitalized acquisition costs	$Nil	$17,609
Capitalized exploration costs	$155,193	$13,750
Operating expenses	$994,322	$168,084
Loss on sale of exploration and evaluation assets	$Nil	$170,124

Please refer to Note 4 in the condensed consolidated interim financial statements for the six months ended July 31, 2021 for a description of the capitalized acquisition and exploration costs presented on a property-by-property basis.

Disclosure of Outstanding Share Data

Common Shares

The Company’s common shares are listed on the Canadian Securities Exchange under the symbol “SPMT”. The Company’s authorized share capital consists of an unlimited number of common shares without par value.

As at July 31, 2021, the Company had 249,548,583 common shares issued and outstanding.

Subsequent to July 31, 2021, the following occurred:

2,107,000 share purchase warrants were exercised into common shares at a price of $0.05 per share; and
900,000 stock options were exercised into common shares at a price of $0.085 per share; and
The Company closed the acquisition of the Green Clay Lithium Property and issued 2,000,000 common shares to the vendor pursuant to the option agreement.

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 20

As at September 21, 2021, the Company had 254,555,583 common shares issued and outstanding.

Stock options

As at July 31, 2021, the Company had 12,250,000 stock options outstanding entitling the holders thereof the right to purchase one common share for each option held as follows:

Number
Outstanding	Exercise Price	ExpiryDate
2,000,000	$0.085	September 4, 2021
250,000	$0.05	March 13, 2022
10,000,000	$0.16	July 21, 2022
12,250,000

Subsequent to July 31, 2021, 900,000 stock options had been exercised into common shares and 1,100,000 stock options expired unexercised, all at a price of $0.085 per share. As at September 21, 2021, the Company had 10,250,000 stock options outstanding.

Share Purchase Warrants

As at July 31, 2021, the Company had 11,832,318 share purchase warrants outstanding. Each warrant entitles the holder to right to purchase one common share as follows:

Outstanding	Exercise Price	ExpiryDate
2,200,000	$0.05	September 21, 2021
2,500,000	$0.30	May 12, 2023
7,132,318	$0.05	July 29, 2025
11,832,318

Subsequent to July 31, 2021, 2,107,000 share purchase warrants were exercised into common shares at a price of $0.05 per share. As at September 21, 2021, the Company had 9,725,318 share purchase warrants outstanding.

Risks and Uncertainties

Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, the Company faces a high risk of business failure.

Potential investors should be aware of the difficulties normally encountered by mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration program that the Company intends to undertake on its properties and any additional properties that the Company may acquire. These potential problems include unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by the Company in the exploration of the properties may not result in the discovery of any mineral deposits. Any expenditure that the Company may make in the exploration of any other mineral property that the Company may acquire may not result in the discovery of any commercially exploitable mineral deposits. Problems such as unusual or unexpected geological formations and other conditions are involved in all mineral exploration and often result in unsuccessful and/or expensive exploration efforts. If the results of the exploration

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 21

do not reveal viable commercial mineralization, the Company may decide to abandon or sell some or all of the property interests.

Because of the speculative nature of the exploration of mineral properties, there is no assurance that the exploration activities will result in the discovery of any quantities of mineral deposits on the current properties or any other additional properties the Company may acquire.

The Company intends to continue exploration on the current properties and the Company may or may not acquire additional interests in other mineral properties. The search for mineral deposits as a business is extremely risky. The Company can provide investors with no assurance that exploration on the current properties, or any other property that the Company may acquire, will establish that any commercially exploitable quantities of mineral deposits exist. Additional potential problems may prevent the Company from discovering any mineral deposits. These potential problems include unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. If the Company is unable to establish the presence of mineral deposits on the properties, the Company's ability to fund future exploration activities will be impeded, the Company will not be able to operate profitably and investors may lose all of their investment in the Company.

Because of the inherent dangers involved in mineral exploration and exploitation, there is a risk that the Company may incur liability or damages as the Company conducts business.

The search for mineral deposits involves numerous hazards. As a result, the Company may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which the Company cannot insure or against which the Company may elect not to insure. At the present time the Company have no coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on the Company's financial position.

The potential profitability of mineral ventures depends in part upon factors beyond the control of the Company and even if the Company discovers and exploits mineral deposits, the Company may never become commercially viable and the Company may be forced to cease operations.

The commercial feasibility of an exploration program on a mineral property is dependent upon many factors beyond the Company's control, including the existence and size of mineral deposits in the properties the Company explore, the proximity and capacity of processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental regulation. These factors cannot be accurately predicted and any one or a combination of these factors may result in the Company not receiving any return on invested capital. These factors may have material and negative effects on the Company's financial performance and its ability to continue operations.

Exploration and exploitation activities are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on the Company.

Exploration and exploitation activities are subject to foreign, federal, provincial, and local laws, regulations and policies, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment. Exploration and exploitation activities are also subject to foreign, federal, provincial, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Properties may also be subject to complex Aboriginal claims.

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 22

Environmental and other legal standards imposed by foreign, federal, provincial, or local authorities may be changed and any such changes may prevent the Company from conducting planned activities or may increase costs of doing so, which would have material adverse effects on the Company's business. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on the Company, especially, foreign laws and regulations. Additionally, the Company may be subject to liability for pollution or other environmental damages that the Company may not be able to or elect not to insure against due to prohibitive premium costs and other reasons. Any laws, regulations or policies of any government body or regulatory agency may be changed, applied or interpreted in a manner which will alter and negatively affect the Company's ability to carry on business.

Because the Company's property interests may not contain any mineral deposits and because the Company has never made a profit from operations, the Company's securities are highly speculative and investors may lose all of their investment in the Company.

The Company's securities must be considered highly speculative, generally because of the nature of its business and the stage of exploration. The Company currently has exploration stage property interests which may not contain mineral deposits. The Company may or may not acquire additional interests in other mineral properties but the Company does not have plans to acquire rights in any specific mineral properties as of the date of this Management’s Discussion and Analysis. Accordingly, the Company has not generated any revenues nor has the Company realized a profit from operations to date and there is little likelihood that the Company will generate any revenues or realize any profits in the short term. Any profitability in the future from the Company's business will be dependent upon locating and exploiting mineral deposits on current properties or mineral deposits on any additional properties that the Company may acquire and subsequent development. The likelihood that any mineral properties that the Company may acquire or have an interest in will contain commercially exploitable mineral deposits is extremely remote. The Company may never discover mineral deposits in respect to current properties or any other area, or the Company may do so and still not be commercially successful if the Company is unable to exploit those mineral deposits profitably. The Company may not be able to operate profitably and may have to cease operations, the price of the Company's securities may decline and investors may lose all of their investment in the Company.

As the Company faces intense competition in the mineral exploration and exploitation industry, the Company will have to compete with its competitors for financing and for qualified managerial and technical employees.

Competition includes large established mining companies with substantial capabilities and with greater financial and technical resources than the Company have. As a result of this competition, the Company may have to compete for financing and be unable to conduct any financing on terms the Company considers acceptable. The Company may also have to compete with the other mining companies for the recruitment and retention of qualified managerial and technical employees. If the Company is unable to successfully compete for financing or for qualified employees, the exploration programs may be slowed down or suspended, which may cause operations to cease as a company.

The Company has a history of losses and have a deficit, which raises substantial doubt about its ability to continue as a going concern.

The Company has not generated any revenues during the six months ended July 31, 2021 and 2020. The Company will continue to incur operating expenses without revenues if and until the Company engages in commercial operations. Accumulated loss as of July 31, 2021 was $5,879,192 since inception. The Company had cash and cash equivalents in the amount of $3,175,609 as at July 31,

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 23

The Company estimates the average monthly operating expenses to be approximately $60,000 each month. This estimate depends on whether the Company is active or inactive with the work programs. The Company cannot provide assurances that the Company will be able to successfully explore and develop its property interests. If the Company is unable to continue as a going concern, investors will likely lose all of their investments in the Company.

The Company's future is dependent upon its ability to obtain financing and if the Company does not obtain such financing, the Company may have to cease its exploration activities and investors could lose their entire investment.

There is no assurance that the Company will operate profitably or will generate any positive cash flow in the future. The Company will require additional financing in order to proceed with the exploration and, if warranted, development of its properties. The Company will also require additional financing for fees the Company must pay to maintain its status in relation to the rights to the properties and to pay the fees and expenses necessary to operate as a public company. The Company will also need more funds if the costs of the exploration of its mineral claims are greater than the Company has anticipated. The Company will require additional financing to sustain its business operations if the Company is not successful in earning revenues. The Company will also need further financing if the Company decides to obtain additional mineral properties. The Company currently does not have any arrangements for further financing as the Company believes that it is sufficiently funded for the current operations but in future the Company expects to raise additional capital as the needs arise. The Company's future is dependent upon its ability to obtain financing. If the Company does not obtain such financing, its business could fail and investors could lose their entire investment.

The Company's directors and officers are engaged in other business activities and accordingly may not devote sufficient time to the Company's business affairs, which may affect its ability to conduct operations and generate revenues.

The Company's directors and officers are involved in other business activities. As a result of their other business endeavours, the Company's directors and officers will exercise their fiduciary duties and duty of care but nonetheless may not be able to devote sufficient time to the Company's business affairs, which may negatively affect the Company's ability to conduct ongoing operations and its ability to generate revenues. In addition, the management of the Company may be periodically interrupted or delayed as a result of the Company's officers’ other business interests.

RISKS RELATING TO THE COMPANY'S COMMON STOCK

A decline in the price of the Company's common stock could affect its ability to raise further working capital and adversely impact ability to continue operations .

A prolonged decline in the price of the Company's common stock could result in a reduction in the liquidity of its common stock and a reduction in its ability to raise capital. Because a significant portion of operations have been and will be financed through the continued sale of equity securities, a decline in the price of the common stock could be especially detrimental to liquidity and operations. Such reductions may force the Company to reallocate funds from other planned uses and may have a significant negative effect on business plans and operations, including the ability to continue current operations. If the Company's stock price declines, the Company can offer no assurance that it will be able to raise additional capital or generate funds from operations sufficient to meet its obligations. If the Company is unable to raise sufficient capital in the future, the Company may not be able to have the resources to continue normal operations or become insolvent.

Spearmint Resources Inc. For the six months ended July 31, 2021 – Page 24

The market price for the Company's common stock may also be affected by its ability to meet or exceed expectations of analysts or investors. Any failure to meet these expectations, even if minor, may have a material adverse effect on the market price of its common stock and its operations as a result.

Additional Information

The Company files annual and interim reports, information circulars and other information with certain Canadian securities regulatory authorities. The documents filed with the Canadian securities regulatory authorities are available at http://www.sedar.com.