Alliance Mining Corp. — Management Reports 2021

Apr 30, 2021

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS

AND RESULTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2020

The following discussion is management’s assessment and analysis of the results and financial condition of Alliance Mining Corp. (“Alliance” or the “Company”) and should be read in conjunction with the accompanying audited financial statements for the year ended December 31, 2020 and related notes. The financial statements together with this MD&A are intended to provide investors with a reasonable basis for assessing the financial performance of the Company. The financial statements have been prepared using accounting policies consistent with IFRS as issued by the International Accounting Standards Board (“IASB”).

All monetary amounts are in Canadian dollars unless otherwise specified. The effective date of this MD&A is April 23, 2021. Additional information relating to the Company is available on SEDAR at www.sedar.com.

Description of Business

Alliance Mining Corporation is an exploration company engaged in resource exploration and project development. In this regard, the Company's plan is to acquire properties of merit and take them through the exploration phase and hopefully through feasibility and on to construction and into mining operations.

Overall Performance

The level of the Company’s future operations will be determined by the availability of capital resources, which will be derived from the issuance of special warrants and future financings.

The Company has incurred recurring losses since its inception and had an accumulated deficit of $6,781,186 as at December 31, 2020 which has been funded primarily by the issuance of shares. The Company has no source of operating cash flows and expects to incur further losses in the exploration and development of its mineral properties. The Company's ability to continue its operations and to realize assets at their carrying values is dependent upon obtaining additional financing or maintaining continued support from its shareholders and creditors and generating profitable operations in the future.

In addition, the Company has engaged in negotiations with creditors and significant shareholders and reviewed several strategic opportunities in the mining business with a view to increasing shareholder value.

Share Consolidation

On October 14, 2020, the Company consolidated its share capital, options, and warrants at a ratio of twenty-five old common shares to one new common share. These financial statements and the management discussion and analysis reflect the retroactive application of this share consolidation.

Management Discussion & Analysis, December 31, 2020 2 of 12

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Private Placement and Share Issuance

On February 27, 2020 and May 4, 2020, the Company made the remaining four payments of $250,000 each by issuing 20 million (800,000 post consolidated) common shares of its capital to Tiberius Gold Corp. The Company has now completed all payments to acquire 100 per cent of Tiberius's property located in the Bissett gold mine camp in Manitoba. The fair value recognized of $100,000 was based on the closing quoted market price of the Company’s share at the date of issuance.

Exploration and Evaluation of Assets

In January 2017, the Company signed an option agreement (the “Agreement”) with Tiberius Gold Corp. (“Tiberius”) a private company, under which the Company may acquire 100% of the Red Rice Lake property (the “Property”) located in the Bissett Gold Mine Camp in Manitoba (the “Transaction”). Under the terms of the Agreement, the Company may earn-in a 100% interest in the Property by making certain staged cash payments and/or share payments of common shares of the Company to Tiberius over a four-year period as follows:

shares of the Company to Tiberius over a four-year period as follows:
On or before 90 days of the TSX Venture Exchange’s approval of the Transaction On or before the first anniversary of the approval date On or before the second anniversary of the approval date On or before the third anniversary of the approval date On or before the fourth anniversary of the approval date	Cash and/or Common Shares Equivalent $ 250,000 250,000 250,000 250,000 250,000
	1,250,000

On November 21, 2017, the Transaction was approved by the TSX Venture Exchange. Pursuant to the terms of the Agreement, the Company issued 500,000 (20,000 post consolidated) common shares with a value of $25,000 to an arm’s length party as finder’s fee.

The Company made the first payment by issuing 5,000,000 (200,000 post consolidated) common shares to Tiberius on February 09, 2018. The fair value recognized of $200,000 was based on the closing quoted market price of the Company’s share at the date of issuance.

In March 2018, the Company entered into three agreements to acquire the net smelter rights (NSR) regarding the Red Rice Lake property. Pursuant to the terms of the agreements, the Company issued a total of 600,000 (24,000 post consolidated) common shares valued at $30,000 and made two cash payments totaling $50,000.

On February 27, 2020 and May 4, 2020, the Company made the remaining four payments of $250,000 each by issuing 20 million (800,000 post consolidated) common shares of if capital to Tiberius Gold Corp. The Company has completed all payments to acquire 100% of Tiberius’ property located in the Bisset Gold Mine Camp in Manitoba. The fair value recognized of $100,000 was based on the closing quoted market price of the Company’s shares at the date of issuance.

Subsequent to the year ended December 31, 2020, the Company commenced legal action against Tiberius as Tiberius has not transferred the 14 mineral claims comprising the Property to the Company.

In August 2018, the Company signed a Letter of Intent (“LOI”) with Jadestone Energy LLC to acquire a 100% interest in Jadestone’s Tonopah Uranium project. The Tonopah Uranium project is located in the Tonopah Mining district in Nye County and Esmerelda Country, Nevada. The project consists of 160 contiguous Bureau of Land Management claims covering an area of 3,200 acres.

Pursuant to the terms of the LOI with Jadestone Energy LLC, the Company may earn-in a 100% interest in the property by making a cash payment of US$25,000 on signing of the LOI (paid), and certain staged cash payments and share payments of common shares in the capital of the Company to Jadestone over a four year period from the date of the signing of the Definitive Agreement as follows: (i) US$300,000 in cash; and (ii)

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US$1,700,000 in common shares. The Company must also expend a minimum of US$600,000 of exploration expenditures on the property over a four-year period.

The Company announced it would not proceed with the LOI in December 2019.

Results of Operations

	2020	2019
	$	$
Financial results:
Net loss for the year	(414,218)	(364,889)
Basic and diluted gain per share	(0.12)	(0.15)
Balance sheet date
Cash	762	648
Total assets	4,620	4,877
Shareholders’ deficit	(1,935,580)	(1,621,362)

For the year ended December 31, 2020 the Company reported a loss of $414,218 (2019 - $364.889). The Company’s loss per share was $0.12 (2019 - $0.15). The increase in the loss reported is a result of a reduction in most cost categories except for exploration expenses and regulatory filing fees. The company incurred exploration expense in the amount of $102,707 compared to $Nil in the prior year.

Analysis of the results of operation for the year ended December 31, 2020

Expenses

Expenses during the year ended December 31, 2020 net losses were $414,218 (2019 – $364,889). The increase in expenses for the year ended December 31, 2020 include:

Exploration and Evaluation Expenditures

As at December 31, 2020, the Company incurred exploration expense of $102,707 (2019 - $Nil).

General and Administrative Expenses

Differences in general and administrative expenses incurred during the year ended December 31, 2020, are as follows:

• Consulting fees of $180,000 (2019 - $202,500), were accrued/paid to a company controlled by CEO of the Company for general management, strategic, financing, administrative services, project evaluation and future acquisition.

• The Company incurred $17,518 (2019 - $33,491) in general and administration costs during the year. These costs include administration, office expenses, telephone, courier and postage, printing, and insurance.

• Accounting, audit and legal of $22,661 (2019 - $49,407) for legal and audit services.

• Bank charges and interest of $21,476 (2019 - $19,051), for bank charges and interest accrued on the convertible debenture.

• Filing and transfer agent fees of $24,099 (2019 - $15,254) consisted of fees paid to regulatory bodies in Canada in connection with routine filings.

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Other Items

The Company wrote off $6,276 (2019 - $11,280) for old accounts payable and forgiven debt.

Selected Annual Information

The following financial data is derived from the Company’s audited financial statements for the years ended December 31, 2020, 2019 and 2018.

Financial Results: Income Net (loss) for the year Basic and diluted loss per shares Financial Position Working Deficit Total Assets Total Liabilities Share Capital Stock Option Reserve Deficit	2020 2019 2018 $ $ $
	Nil Nil Nil (414,218) (364,889) (829,755) (0.12) (0.15) (0.30) (1,935,580) (1,621,362) (1,256,473) 4,620 4,877 9,466 1,940,200 1,626,239 1,265,939 4,837,208 4,737,208 4,737,208 Nil Nil Nil (6,781,186) (6,366,968) (6,002,079)

The Company’s accounting policy is to expense the costs of acquiring, maintaining, exploring, and developing mineral properties.

The Company is in the process of exploring and developing its mineral properties and has not yet determined the amount of reserves available. Management reviews the carrying value of mineral properties on a periodic basis and will recognize impairment in value based upon current exploration results, the prospect of further work being carried out by the Company, the assessment of future probability of profitable revenues from the property or from the sale of the property. Amounts shown for properties represent costs incurred net of write-downs and recoveries and are not intended to represent present or future values.

The Company has taken steps to verify title to the mineral properties in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, but these procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements and non-compliance with regulatory requirements.

Fourth Quarter

During the fourth quarter, the Company reported a net loss of $67,843 compared to loss of $70,061 in the fourth quarter of 2019. The Company had consistent expenses when comparing the two quarters. The Company recorded marginally less costs in the areas of travel, admin and professional fees.

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Summary of Quarterly Reports

Results for the most recent quarters ending with the last quarter for the period ended December 31, 2020:

Revenue Net Income (Loss) Basic and diluted loss per share Revenue Net Income (Loss) Basic and diluted loss per share	Three Months Ended December 31, 2020 $ September 30, 2020 $ June 30, 2020 $ March 31, 2020 $
	Nil Nil Nil Nil (67,843) (74,847) (134,088) (137,440) (0.02) (0.02) (0.04) (0.05)
	Three Months Ended December 31, 2019 $ September 30, 2019 $ June 30, 2019 $ March 31, 2019 $
	Nil Nil Nil Nil (70,061) (93,896) (101,614) (99,318) (0.02) (0.03) (0.04) (0.03)

Over the last eight quarters, the Company has been exploring and acquiring property projects and most of the loss each quarter relates to the expenditures incurred in maintaining the operations of the Company and indirect cost in supporting the Company’s Projects.

Mineral exploration is typically a seasonal business, and accordingly, the Company’s operating expenses, and cash requirements will fluctuate depending upon the season and the level of activity. The Company’s primary source of funding is through the issuance of share capital. When the capital markets are depressed, the Company’s activity level normally declines accordingly. As capital markets strengthen and the Company can secure equity financing with favorable terms, the Company’s activity levels, and the size and scope of planned exploration projects will typically increase.

Liquidity and Capital Resources

Current assets Property and Equipment Total Assets Total Liabilities Shareholders’ Deficiency Working Deficiency	December 31, December 31, 2020 2019 $ $
	4,620 4,877 Nil Nil
	4,620 4,877
	1,940,200 1,626,239
	(1,935,580) (1,621,362)
	(1,935,580) (1,621,362)

The Company does not generate enough cash flow from operations to fund its exploration activities, its acquisitions, and its administration costs. The Company is reliant on equity financing to provide the necessary cash to continue its operations.

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Cash used in operating activities Cash provided by financing activities Change in cash	December 31, December 31, 2020 2019 $ $
	114 (4,378) Nil Nil
	114 (4,378)

During the year ended December 31, 2020,

• The Company had cash of $762 (2019 - $648) and working capital deficiency of $1,935,580 (2019 - $1,621,362).

Loan Payable

Loan Payable Accrued Interest	December 31, December 31, 2020 2019 $ $ 33,000 33,000 10,733 5,845
	43,733 38,845

On August 15, 2018, the Company entered into an agreement with an arm’s length individual for a loan of $33,000. The loan is unsecured, has a term of one year and is subject to an interest rate of 12% per annum.

For the year ended December 31, 2020, the Company recorded interest expense of $4,889 (2019 - $4,333).

Convertible Debenture Payable

Convertible Debenture Payable Interest Payable	December 31, December 31, 2020 2019 $ $ 85,000 85,000 62,156 45,704
	147,156 130,704

On May 5, 2015, the Company issued a $75,000 convertible debenture (the “Debenture”). At the option of the holder, the principal amount of the Debenture is to be converted into 1,500,000 units (60,000 post consolidated). One unit consists of one common share and one share purchase warrant. Each warrant entitles the holder to acquire one additional common share of the company at an exercise price of five cents per share for 60 months following the date of issuance of the units. The Debenture had a maturity date of October 5, 2015 and was subject to an interest rate of 10% over the term of the Debenture.

The Debenture is recorded in part as a liability and in part as shareholders’ equity. The Company uses the “residual valuation” method to determine the debt and equity components of the convertible debenture. Under the residual valuation method, the liability component is determined by estimating the present value of the future cash payments discounted at a rate of interest which the Company would be charged by the market for similar debt without the conversion option. The difference between the net proceeds of the debenture and the liability component is recorded as a separate component of shareholders’ equity.

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The Debenture has been accreted to its face value at maturity through a charge to operations. For the year ended December 31, 2015, the Company recorded accretion expense in the amount of $1,494.

On February 5, 2016, the Company and the lender entered into an agreement to extend the term of the debenture by agreeing to an extension fee of $10,000 and to increase the interest rate on the debenture to 12% per annum.

For the year ended December 31, 2020, the Company recorded interest expense of $16,452 (2019 - $14,575)

Transactions with Related Parties

a) Related Party Balances

As at December 31, 2020 and 2019, the Company has the following amounts owed to related parties:

Due to a Director and Officer for consulting services and other expenses(a) Due to companies with a common Director(b) Loan due to a person related to a Director(c)	December 31, December 31, 2020 2019 $ $ 1,185,240 968,530 40,200 40,200 5,000 5,000
	1,230,440 1,013,730

(a) 0723839 BC Ltd., a company owned by Chris Anderson

(b) Great Atlantic Mining Corp., common Director, Allan Beaton

(c) Family members related to Chris Anderson

b) Compensation of Key Management Personnel and Other Related Parties

The Company incurred consulting and management fees for services provided by key management personnel for the years ended December 31, 2020 and 2019, as described below. All related party transactions were in the ordinary course of business and were measured at their exchange amount.

Consulting Fees(a) Administration(b)	186,600 186,600 9,739 375
	196,339 186,975

(a) Consulting Fee paid/accrued to a company controlled by the President and CEO of the Company, owned by Chris Anderson.

(b) Office reimbursements paid to a company controlled the President and CEO of the Company, owned by Chris Anderson.

Commitments

On August 01, 2015, the Company renewed the consulting agreement (initially signed August 2012) with a Director of the Company to provide consulting services for a monthly fee of $10,000 for a period of three years. The agreement may be terminated by either party on one hundred eighty days written notice. On August 01, 2018, the consulting agreement was renewed for a period of five years at a rate of $15,000 per month.

Off Balance Sheet Agreements

The Company has not engaged in any off-balance sheet arrangements in the year period ended December 31, 2020.

Critical Accounting Policies and Estimates

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

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New Accounting Standards

Several new accounting standards, amendments to standards, and interpretations have been issued but not yet effective as of December 31, 2020. The Company is assessing the impact of these new standards but does not expect them to have a significant effect on the financial statements. Pronouncements that are not applicable or do not have a significant impact to the Company have been excluded herein.

IFRS 16 – Leases

IFRS 16 provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, unless the lease term is 12 months or less or the underlying asset has a low value. Lessor accounting remains largely unchanged from IAS 17 “Leases”, and the distinction between operating and finance leases is retained. The standard is effective for annual period beginning on or after January 1, 2019. The Company has determined that this standard has no material impact of its financial statements.

Risk and Uncertainties

The Company’s Operations and results are subject to several different risks at any given time. These factors include but are not limited to disclosure regarding exploration, additional financing, project delay, titles to properties, price fluctuations and share price volatility, operating hazards, insurable risk and limitations of insurance, management, foreign country and regulatory requirements, currency fluctuations and environmental regulation risk.

• (a) the state of the capital markets, which will affect the ability of the Company to finance further mineral property acquisitions and expand its contemplated exploration programs.

• (b) the prevailing market prices for base metals and precious metals

• (c) the consolidation and potential abandonment of the Company’s property as exploration results provide further information relating to the underlying value of the property.

• (d) the ability of the Company to identify and successfully acquire additional mineral properties in which the Company may acquire an interest whether by option, joint venture or otherwise, in addition to or as an alternative to the property.

Other Risk Factors

Nature of Mineral Exploration and Mining

There is no known economic recoverable mineral resource upon any of the Principal Properties. Development of any of the Principal Properties will follow only upon obtaining satisfactory exploration results. Mineral exploration and development involve a high degree of risk and of those properties which are explored, few are developed into producing mines. The Company provides no assurance that its mineral exploration and development activities will result in any discoveries of bodies of commercial ore. The long-term profitability of the Company’s operations will be in part directly related to the cost and success of its exploration programs, which may be affected by several factors out of the Company’s control.

Mineral Deposits and Productions Costs, Metal Prices

Many factors affect the economics of developing mineral deposits, including variations in ore grade, cost of operations, and price fluctuations in of products sold. Metal prices heavily influence the value of the Principal Properties. Metal prices can and do change by substantial amounts over short periods of time and are affected by numerous factors beyond the Company’s control, including changes in supply and demand, international economic and political trends, inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production arising from improved mining and production methods and new discoveries. The Company provides no assurance that the prices of mineral products will be enough to ensure that any of the Principal Properties can be mined profitably.

Depending on the price received for minerals produced, the Company may determine that it is impractical to commence or continue commercial production. The grade of any ore ultimately mined from a mineral deposit may differ from that predicted by drilling results.

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Additional Financing

The Company has limited financial resources and provides no assurance that it will obtain additional funding for further exploration and development of its projects or to fulfill its obligations under applicable agreements. The Company provides no assurance that it will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of the Company’s Properties with the possible dilution or loss of such interests. Further, revenues, financings, and profits, if any, will depend upon various factors, including the success, if any, of exploration programs and general market conditions for natural resources. The Company provides no assurance that it can operate profitably or that it will successfully implement its plans for its further exploration and development of its Properties.

Permits and Licenses

The Company will require licenses and permits from various governmental and non-governmental authorities for its operations. The Company has obtained or plans to obtain all necessary licenses and permits required carrying on the activities it is currently conducting or which it proposes to conduct under applicable laws and regulations. However, such licenses and permits are subject to change in regulations and in various operating circumstances. The Company provides no assurance that it will obtain all necessary licenses and permits required to carry out exploration, development, and mining operations.

Political Regulatory Risks

Any changes in government policy may result in changes to laws affecting ownership of assets, mining policies, monetary policies, taxation, rates of exchange, environmental regulations, labour relations, repatriation of income and return of capital. This may affect both the Company’s ability to undertake exploration and development activities in respect of the Principal Properties in the manner currently contemplated, as well as its ability to continue to explore, develop and operate the Principal Properties. The possibility that future governments may adopt substantially different policies, which might extend to expropriation of assets, cannot be ruled out.

Currency Risk

Currency fluctuations may affect the cash flow which the Company may realize from its operations, since most mineral commodities are sold in a world market in United States dollars. The Company’s costs are incurred primarily in Canadian dollars.

Dependence on Key Individuals

The Company is dependent on a relatively small number of key personnel, the loss of any one of whom could have an adverse effect on the Company. In addition, the Company will be highly dependent upon contractors and third parties in the performance of its exploration and development activities. The Company provides no guarantee that such contractors and third parties will be available to carry out such activities on behalf of the Company or be available upon commercially acceptable terms.

Competitive Factors in the Precious and Base Metals Markets

Most mineral resources including precious and base metals are essentially commodities markets in which we would expect to be a small producer with an insignificant impact upon world production. As a result, production, if any, would be readily sold and would likely have no impact on world market prices. In recent months due to the significant downturn in the world economies has driven the commodities prices much lower which has made raising capital more difficult more competitive than past years.

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Forward-Looking Information

This MD&A, which contains certain forward-looking statements, are intended to provide readers with a reasonable basis for assessing the financial performance of the Company. All statements, other than statements of historical fact, are forward-looking statements. the words “believe”, “expect”, “anticipate”, “contemplate”, “target”, “plan”, “intends”, “continue”, “budget”, “estimate”, “may”, “will”, “schedule” and similar expressions identify forward looking statements. Forward-looking statements are necessarily based upon several estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic and competitive uncertainties, and contingencies.

Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to, fluctuations in the currency markets such as Canadian dollar, and U.S. dollar, fluctuations in the prices of commodities, changes in government legislation, taxation, controls, regulations and political or economic developments in Canada, the United States, or other countries in which the Company carries or may carry on business in the future, risks associated with mining or development activities, the speculative nature of exploration and development, including the risk of obtaining necessary licenses and permits, and quantities or grades of reserves. Many of these uncertainties and contingencies can affect the Company’s actual results and could cause actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, the Company.

Readers are cautioned that forward-looking statements are not guarantees of future performance. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those acknowledged in such statements. Specific reference is made to the Company's most recent Annual Information Form on file with Canadian provincial securities regulatory authorities for a discussion of some of the factors underlying forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.

Capital Risk Management

The Company manages its share capital as capital, which as at December 31, 2020, was $4,837,208 (2019 - $4,737,208). The Company’s objectives when managing capital are:

• i) to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders; and

ii) to ensure the entity has the capital and capacity to support a long-term growth strategy.

The Company’s capital structure reflects the requirements of a company focused on significant growth in a capitalintensive industry. The Company faces lengthy development lead times, as well as risks associated with rising capital costs and timing of project completion because of the availability of resources, permits and other factors beyond our control. The Company’s operations are also affected by potentially significant volatility of the metals and materials cycles.

Management continually assesses the adequacy of the Company’s capital structure and adjusts within the context of its strategy, the base metal mining industry, economic conditions, and the risk characteristics of the Company’s assets. To adjust or maintain its capital structure, the Company may enter new credit facilities or issue new shares.

Financial Instruments and Risk Management

The Company is exposed to various risks in relation to financial instruments. The Company’s financial assets and liabilities by category are summarized in Note 2(j) of the audited financial statement. The Company’s risk management is coordinated in close co-operation with the board of directors and focuses on actively securing the Company’s short to medium-term cash flows and raising finances for the Company’s capital expenditure program. The Company does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Company is exposed are described below.

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a) Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company is dependent upon the availability of credit from its suppliers and its ability to generate enough funds from equity and debt financing to meet current and future obligations. The Company has a working capital deficiency of $1,935,580 as at December 31, 2020. There can be no assurance that such financing will be available on terms acceptable to the Company.

b) Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Management considers that risk related to interest is not significant to the Company at this time as the Company has limited short term investments. Amounts owed from and to related parties are non-interest bearing.

c) Credit Risk

Credit risk is the risk of loss associated with a counter party’s inability to fulfill its payment obligations. The Company is in the exploration stage and has not yet commenced commercial production or sales. The Company is not exposed to significant credit risk.

d) Foreign Exchange Risk

Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company conducts a significant portion of its business activities in foreign currency. The Company is exposed to foreign exchange risk to the extent it incurs mineral exploration expenditures and operating costs denominated in U.S. Dollars. The Company does use derivatives to manage its exposure to foreign exchange risk.

e) Commodity Price Risk

Commodity price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in commodity prices. The ability of the Company to develop its mineral properties and the future profitability of the Company are directly related to the market price of gold. The Company has not hedged any of its future gold sales. The Company’s input costs are also affected by the price of fuel. The Company closely monitors gold and fuel prices to determine the appropriate course of action to be taken.

f) Fair Values

The Company uses the following hierarchy for determining fair value measurements:

• Level 1: Quoted prices in active markets for identical assets or liabilities.

• Level 2: Other techniques for which all inputs which have a significant effect on the recorded fair value is observable, either directly or indirectly.

• Level 3: Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

The level within which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement. The Company’s financial instruments measured at fair value use Level 1 valuation technique during the years ended December 31, 2020 and 2019. The carrying values of the Company’s financial assets and liabilities approximate their fair values as at December 31, 2020 and 2019.

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Subsequent Events – 2020 COVID-19 Pandemic

The outbreak of the COVID-19 virus and the worldwide pandemic has impacted the Company’s plans and activities. The Company may face disruption to operations, supply chain delays, travel and trade restrictions, and impacts on economic activity in affected countries or regions can be expected and are difficult to quantify. Regional disease outbreaks and pandemics represent a serious threat to hiring and maintaining a skilled workforce and could be a major health-care challenge for the Company. There can be no assurance that the Company’s personnel will not be impacted by these regional disease outbreaks and pandemics and ultimately that the Company would see its workforce productivity reduced or incur increased medical costs and insurance premiums as a result of these health risks.

In addition, the pandemic has created a dramatic slowdown in the global economy. The duration of the outbreak and the resulting travel restrictions, social distancing recommendations, government response actions, business disruptions and business closures may have an impact on the Company’s exploration operations and access to capital. There can be no assurance that the Company will not be impacted by adverse consequences that may be brought about by the pandemic’s impact on global industrial and financial markets which may reduce metal prices, share prices and financial liquidity thereby severely limiting access to essential capital.

Additional Information in relation to the Company

Additional information relating to the Company is available:

• (a) On SEDAR at www.sedar.com

• (b) On the Company’s website at www.alliancemining.com

• (c) In the Company’s annual audited financial statements for the year ended December 31, 2020.

Internal Control over Financial Reporting

In connection with National Instrument (“NI”) 52-109 (Certification of Disclosure in Issuer’s Annual and Interim Filings) adopted in December 2008 by each of the securities commissions across Canada, the Chief Executive Officer and Chief Financial Officer of the Company will file a Venture Issuer Basic Certificate with respect to the financial information contained in the unaudited interim financial statements and the audited annual financial statements and respective accompanying Management’s Discussion and Analysis. The Venture Issuer Basic Certification does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109.

Outstanding Shares

Outstanding Shares
	Number	Exercise Price	Expiry Date
Common shares	3,684,316	n/a	n/a
Stock options	Nil	n/a	n/a
Warrant	300,000	$1.25	May 18, 2021
Warrant	240,000	$1.88	Nov 10, 2022
Finders’ Warrants	9,120	$1.88	May 11, 2022

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