Altair Resources Inc.

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED MARCH 31, 2020

This discussion and analysis of financial position and results of operation is prepared as at November 5, 2020 and should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the years ended March 31, 2020 and 2019 of Altair Resources Inc. (the “Company” or “Altair”). Except as otherwise disclosed, all dollar figures included therein and in the following management discussion and analysis (“MD&A”) are quoted in Canadian dollars.

Forward-Looking Statements

This document may contain “forward-looking information” within the meaning of Canadian securities legislation (“forward-looking statements”). These forward-looking statements are made as of the date of this document and the Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required under applicable securities legislation.

Forward-looking statements relate to future events or future performance and reflect Company management’s expectations or beliefs regarding future events and include, but are not limited to, statements with respect to the estimation of mineral reserves and mineral resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital expenditures, success of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology. In this document, certain forward-looking statements are identified by words including “may”, “future”, “expected”, “intends” and “estimates”. By their very nature forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of resources; possible variations in ore reserves, grade or recovery rates; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; as well as those factors detailed from time to time in the Company’s interim and annual consolidated financial statements and management’s discussion and analysis of those statements, all of which are filed and available for review under the Company’s profile on SEDAR at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. The Company provides no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

COVID-19

On March 11, 2020 the World Health Organization (“WHO”) declared the outbreak of a novel coronavirus, identified as “COVID-19”, as a global pandemic. COVID-19 has had a significant impact on businesses through the restrictions put in place by the Canadian, provincial and municipal governments regarding travel, business operations and isolation/quarantine orders. At this time the extent of the impact the COVID-19 outbreak may have on the Company is unknown as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place by Canada and other countries to fight the virus.

-1-

Company Overview

The Company was incorporated on November 17, 2005 under the provisions of the Company Act (British Columbia). The Company is a reporting issuer in British Columbia, Alberta and Ontario and trades on the TSX Venture Exchange (“TSXV”) as a Tier 2 issuer, under the symbol “AVX” and on the Frankfurt Exchange under the symbol “90A”. The Company’s principal office is located at #1305 - 1090 West Georgia Street, Vancouver, BC, V6E 3V7.

The Company is a junior mineral exploration company previously engaged in the acquisition, exploration and development of mineral resource properties. On June 21, 2019 the Company completed the disposition of its remaining significant mineral property interest, as described in “Properties Update”. As a result, the Company currently has no significant assets and is dependent on raising additional capital. Further funds will be required by the Company to fund existing levels of operations and administration, retire its indebtedness as they come due and conduct due diligence on identifying and evaluating potential mineral interest acquisitions or other business opportunities. The Company will need to raise additional capital from the sale of common shares or other equity or debt instruments. While the Company has been successful in securing financing in the past, there can be no assurance that it will be able to do so in the future. These conditions indicate the existence of material uncertainties that may cast significant doubt about the Company’s ability to continue as a going concern.

The Company has received a cease trade order (“CTO”) from the British Columbia Securities Commission, suspending trading of its securities on the TSXV. The CTO was issued as a result of the Company’s failure to file its annual audited financial statements, annual MD&A and certification of annual filings for the year ended March 31, 2020 before the extended filing deadline of September 14, 2020. Reinstatement to trading can occur only when the CTO is revoked and the exchange has concluded its reinstatement review to ensure the Company has satisfactorily complied with exchange requirements. As of the date of this MD&A the CTO is still in effect.

Over the most recent months the Company has been reviewing opportunities for acquisition of resource properties. At this time its focus is primarily on opportunities in Kazakhstan and Tajikistan and has initiated due diligence on a number of opportunities identified as possible acquisition targets.

On July 30, 2020 the Company announced its intention to complete a private placement financing of up to 10 million units at $0.025 per unit to raise gross proceeds of $250,000. Each unit will comprise one common share and one common share purchase warrant, with each warrant entitling the holder to purchase an additional share for a period of two years at a price of $0.05 per share. As of the date of this MD&A the Company received $149,000.

Officers and Directors

In August 2020 the Company announced the passing of Mr. Roy Shipes, President and CEO of the Company and at that time Mr. Bruce Reid, a director of the Company, was appointed President and CEO. Subsequent to that date Mr. DeMare resigned as CFO and Corporate Secretary and Mr. Bruce Reid was appointed interim CFO. In September 2020 Mr. Reid resigned all his positions and Mr. Jeffrey Steiner stepped in as Interim President, CEO and Interim CFO and Mr. John G. Booth was appointed as a director. On October 22, 2020 Mr. Vincent Spinelli was appointed as a director of the Company.

Mr. Booth currently serves as non-executive chair and/or audit committee chair of multiple public companies listed on the Toronto Stock Exchange, TSXV and Canadian Securities Exchange. He has served as a nominee director for the European Bank for Reconstruction and Development and is a guest lecturer in the graduate business school at the University of London on ESG. He has held increasingly senior executive positions over his career as a lawyer, investment banker, strategy consultant, fund manager, chief executive officer and has co-founded three businesses in financial services, the most recent listed in 2013. Fluent in French and English, Mr. Booth is a member of the Law Society of Ontario and the state bar associations of New York and District of Columbia.

Mr. Spinelli is an oil & gas industry executive with 30 years of broad international experience managing significant companies in rapidly changing and emerging markets. He has a proven track record in operational turnarounds, HSE & cultural transformations, M&A, divestments and IPO preparation. Since 2014 he has served as Managing Director ESG of Kazmunaigas, headquartered in Astana, Kazakhstan where he has been recognized with an award of the President of Kazakhstan for outstanding contributions to the oil & gas industry. A Canadian citizen, Mr. Spinelli is also fluent in Russian and Italian.

The Company’s current board of directors and officers as of the date of this MD&A are as follows:

-2-

Mr. Jeffrey Steiner Interim President, CEO, Interim CFO and director Mr. John G. Booth Director Dr. Aylin Cecen Aksu Director Mr. Vincent Spinelli Director

Property Update

Pioche Project, Nevada

Through Altair Mining Inc. (“Altair USA”), the Company had entered into numerous agreements under which it had acquired or agreed to acquire a significant position in mineral leases, plant facilities and former operating mines in the Pioche, Caselton and Comet Mining Districts of Lincoln County, Nevada (the “Pioche Project”).

On February 21, 2019 the Company entered into an agreement (the “Altair USA Disposition”) with International Silver Inc. (“ISI”), a public Arizona corporation in which the Company’s President and CEO is a director, officer and shareholder of ISI, to sell all the shares of Altair USA to ISI. On June 21, 2019 the Company completed the Altair USA Disposition.

Under the terms of the agreement the Company received the following considerations:

(i) $237,537 of unpaid salaries owing to the Company’s President assigned and assumed by ISI;
(ii) $70,392 of liabilities of Altair USA assigned to the Company;
(iii) 5,000,000 common shares of ISI with a fair value of $nil, because the shares are thinly traded, there is a right of first refusal and the fact that no financial information is available about the company; and
(iv) 2% net smelter royalty on production from the Pioche Project, valued at $1.

ISI was to be responsible for all project costs relating to the Pioche Project. As a result, during fiscal 2020 the Company recognized a recovery of $134,234 for costs incurred by Altair USA from April 1, 2019 to June 21, 2019, $59,432 of advances made by ISI and other adjustments derecognized on closing of the Altair USA Disposition.

On March 10, 2020 a complaint for breach of contract was filed against the Company for non-payment for professional services provided on the Pioche Project. No responses were submitted by the Company, Altair USA or ISI. On September 29, 2020 a default judgment (the “Default Judgment”) was awarded against the Company for US $238,023 for the unpaid contract balance, accrued interest and legal costs to September 29, 2020. Accordingly, the Company has recorded an obligation of $326,124 for the estimated default judgment amount, legal costs and accrued interest to March 31, 2020. Pursuant to the disposition agreement ISI agreed to the transfer and guarantee of specific indebtedness of Altair USA, which included the Default Judgment. Should the creditor take legal action to enforce the judgment in British Columbia the Company may have to pay the Default Judgment. However, the ability to recover this obligation from ISI is in doubt and a provision has been recorded in the accounts.

Mr. Roy Shipes, the former President and CEO of the Company was also the President of ISI. With his passing the Company has been unsuccessful in contacting ISI management and it appears to be insolvent.

Selected Financial Data

The following selected financial information is derived from the audited annual consolidated financial statements of the Company.

	Y	ear Ended March 31,	ear Ended March 31,
	2020 $	2019 $	2018 $
Operations:
Revenues	Nil	Nil	Nil
Expenses	(401,555)	(1,104,073)	(2,399,233)
Other items	(197,335)	(965,408)	(2,197,045)
Netloss and comprehensiveloss	(598,890)	(2,069,481)	(4,596,278)
Loss pershare-basic and diluted	(0.03)	(0.17)	(0.38)

-3-

	Y	ear Ended March 31,	ear Ended March 31,
	2020 $	2019 $	2018 $
Balance Sheet:
Workingcapital(deficiency)	(1,216,710)	(1,224,534)	(235,862)
Total assets	10,728	616,079	1,426,483
Total long-term liabilities	Nil	Nil	Nil

The following selected financial information is derived from the unaudited condensed consolidated interim financial statements of the Company.

		Fiscal	2020			Fiscal	2019
	Mar. 31 2020 $	Dec. 31 2019 $	Sept. 30 2019 $	Jun. 30 2019 $	Mar. 31 2019 $	Dec. 31 2018 $	Sept. 30 2018 $	Jun. 30 2018 $
Operations:
Revenues	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Expenses	(67,276)	(70,921)	(127,283)	(136,075)	(204,363)	(221,227)	(220,132)	(458,351)
Other items	(380,496)	(15)	(1,058)	184,234	(977,250)	(21,703)	7,363	26,182
Net income (loss) and comprehensive income(loss)	(447,772)	(70,936)	(128,341)	48,159	(1,181,613)	(242,930)	(212,769)	(432,169)
Income (loss) per share - basic and diluted	(0.02)	(0.00)	(0.01)	0.00	(0.10)	(0.02)	(0.02)	(0.03)
Balance Sheet:
Working capital (deficiency)	(1,216,710)	(818,937)	(748,002)	(582,034)	(1,224,534)	(1,466,914)	(1,129,539)	(898,433)
Total assets	10,728	58,897	59,284	74,082	616,079	1,651,440	1,536,756	1,527,500
Total long-term liabilities	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Results of Operations

Three Months Ended March 31, 2020 Compared to Three Months Ended December 31, 2019

During the three months ended March 31, 2020 (“Q4”) the Company reported net loss of $447,772 compared to net loss of $70,936 for the three months ended December 31, 2019 (“Q3”), an increase in loss of $376,836. As part of the Altair USA Disposition agreement ISI had agreed to the transfer and guarantee of specific indebtedness of Altair USA. In Q4 a service provider filed a complaint against the Company for breach of contract for non-payment for professional services provided on the Pioche Project. In September 2020 a default judgment (the “Default Judgment”) was awarded against the Company for US $238,023 for the unpaid contract balance, accrued interest and legal costs to September 2020. Accordingly, during Q4 the Company recorded an obligation of $326,124 for the estimated liability at March 31, 2020. Should the creditor take legal action to enforce the judgment in British Columbia the Company may have to pay the Default Judgment. However, the ability to recover this obligation from ISI is in doubt and a provision has been recorded in the accounts.

Three Months Ended March 31, 2020 Compared to Three Months Ended March 31, 2019

During the three months ended March 31, 2020 (“Q4/2020”) the Company reported a net loss of $447,772, compared to a net loss of $1,181,613 for the three months ended March 31, 2019 (“Q4/2019”), a decrease in loss of $733,841, mainly attributed to the Company recording an $834,000 impairment provision on the Pioche Project and a $201,687 write-off on abandonment of the Lejin Property during Q4/2019 which was partially offset by the Company accruing $326,124 for the default judgment during Q4/2020.

Year Ended March 31, 2020 Compared to Year Ended March 31, 2019

During the year ended March 31, 2020 (“fiscal 2020”) the Company reported a net loss of $598,890 compared to a net loss of $2,069,481 for the year ended March 31, 2019 (“fiscal 2019”), a decrease in loss of $1,470,591. The decrease in loss is attributed to the following:

-4-

(ii) a decrease of $702,518 in general and administrative expenses, from $1,104,073 during fiscal 2019 to $401,555 during fiscal 2020, reflecting the Company’s reduction in costs due to the disposition of Altair USA and operating constraints due to the lack of funding to the Company;
(ii) during fiscal 2020 the Company recognized a recovery of $134,234 for costs incurred by Altair USA, other items and adjustments derecognized on the closing of the Altair USA Disposition; and
(iii) recognition of a loss on abandonment and impairment of exploration and evaluation assets of $1,035,687 during fiscal 2019;

The decrease in loss was partially offset by the recognition of the default judgment of $326,124.

Specific expenses of note are as follows:

(i) during fiscal 2020 the Company incurred $60,000 (2019 - $353,351) for director and officer compensation for services provided by the former and current officers of the Company. See “Transactions with Related Parties”;
(ii) during fiscal 2019 the Company incurred $163,773 for salaries and benefits. Salaries and benefits were primarily related to office personnel and staffing in Altair USA. Due to a lack of funds the Company laid off the majority of its staff during fiscal 2019 and, accordingly, no salaries and benefit costs were incurred during fiscal 2020;
(iii) during fiscal 2020 the Company incurred $16,663 (2019 - $140,115) for travel and related costs for trips by senior Company management and advisors travelled to review prospective properties and pursue business and financing opportunities. Fewer travel trips were undertaken in fiscal 2020 due to fiscal constraints;
(iv) during fiscal 2020 the Company incurred a total of $180,597 (2019 - $145,000) for consulting services rendered, of which $180,000 (2019 - $130,000) was charged by the Chairman of the Advisory Board and $597 (2019 - $15,000) by independent consultants;
(v) legal expenses decreased by $28,371, from $60,425 during fiscal 2019 to $32,054 during fiscal 2020. During fiscal 2019 legal services were primarily attributed to the Altair USA Disposition agreement and submission;
(vi) during fiscal 2020 the Company recognized share-based compensation of $26,400 (2019 - $26,736) on the granting of 880,000 (2019 - 650,000) share options;
(vii) office expenses decreased by $30,217, from $33,467 during fiscal 2019 to $3,250 during fiscal 2020 due to reduced corporate activities;
(viii) rent expense decreased by $30,090, from $34,370 during fiscal 2019 to $4,280 during fiscal 2020 which was attributed to the closure of the office at the Pioche Project in Nevada during fiscal 2019;
(ix) during fiscal 2019 the Company incurred $9,217 for corporate development services. There were no corporate development services conducted during fiscal 2020; and
(x) during fiscal 2020 the Company incurred a total of $34,936 (2019 - $48,877) for accounting and administrative expenses of which $34,000 (2019 - $40,250) was with Chase Management Ltd. (“Chase’) a private company owned by Mr. Nick DeMare, former interim CFO of the Company and $936 (2019 - $8,627) was with a third party accounting firm in United States.

Financings

During fiscal 2020 the Company completed a non-brokered private placement of 6,740,000 units for gross proceeds of $337,000. Proceeds of this financing were used for working capital.

During fiscal 2019 the Company completed a non-brokered private placement and issued 500,000 units for $25,000. Proceeds were used for working capital.

Advances

During fiscal 2020 the Company received advances of $76,000 of which $19,000 was provided by a shareholder of the Company and $57,000 was from private companies affiliated with a former officer of the Company. The Company also repaid $25,000 to a private company affiliated with a former officer of the Company. The balance owing to related parties at March 31, 2020 was $32,000. See “Transactions with Related Parties”.

During fiscal 2019 the Company received advances of $59,432 (US $44,475) from ISI for Altair USA costs.

-5-

Financial Condition / Capital Resources

As at March 31, 2020 the Company had a working capital deficiency of $1,216,710 and an accumulated deficit of $20,376,615. To date the Company has not earned any revenue and is considered to be in the exploration stage. On June 21, 2019 the Company completed the Altair USA Disposition and, as a result, the Company has no significant assets and is dependent on raising additional capital. Further funds will be required to fund existing levels of operations and administration, retire its indebtedness as they come due and conduct due diligence on identifying and evaluating potential mineral interest acquisitions or other business opportunities. The Company will need to raise additional capital from the sale of common shares or other equity or debt instruments. While the Company has been successful in securing financing in the past, there can be no assurance that it will be able to do so in the future.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Proposed Transactions

The Company has no proposed transactions.

Critical Accounting Estimates

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenditures during the reporting period. Examples of significant estimates made by management include estimating the fair values of financial instruments, valuation allowances for deferred income tax assets and assumptions used for share-based compensation. Actual results may differ from those estimates.

A detailed summary of all the Company’s significant critical accounting estimates is included in Note 3 to the March 31, 2020 and 2019 annual consolidated financial statements.

Changes in Accounting Policies

The Company adopted IFRS 16 - Leases (“IFRS 16”) effective April 1, 2019.

IFRS 16 specifies how an IFRS reporter will recognize, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognize assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with IFRS 16’s approach to lessor accounting substantially unchanged from its predecessor, IAS 17.

There was no significant impact on the Company’s consolidated financial statements upon the adoption of this new standard as the Company had no leases.

A detailed summary of the Company’s other significant accounting policies is included in Note 3 to the March 31, 2020 audited annual consolidated financial statements.

Transactions with Related Parties

Transactions made with related parties are made in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Key management personnel include those persons having authority and responsibility for planning, directing and controlling the

-6-

activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Company’s Board of Directors and executive officers.

(a) During fiscal 2020 and 2019 compensation to current and former key management personnel was incurred as follows:

Mr. Shipes(1) Mr. DeMare(2) Mr. David McMullin(3) Share-based compensation - Mr. Shipes Share-based compensation - Mr. DeMare Share-based compensation - Mr. Steiner Share-based compensation - Dr. Aksu Share-based compensation - Mr. Reid	2020 $ - 60,000 - 4,500 2,400 1,500 1,500 1,500 71,400	2019 $ 220,673 60,000 72,678 3,085 4,113 3,085 2,057 2,057
		367,748

(1) Compensation as Chairman and CEO (passed away August 2020)
(2) Compensation as Corporate Secretary and interim CFO (resigned September 2020)
(3) Compensation as Vice-President (resigned July 10, 2018)

As at March 31, 2020 $168,750 (2019 - $456,108) key management compensation remained unpaid. See also “Director and Officers”.

(b) During fiscal 2020 the Company incurred a total of $34,000 (2019 - $40,250) to Chase Management Ltd. (“Chase”), a private corporation owned by Mr. DeMare a former director and officer of the Company, for accounting and administration services provided by Chase personnel. As at March 31, 2020, $4,767 (2019 - $6,500) remained unpaid.

During fiscal 2020 the Company also recorded $3,000 for share-based compensation for share options granted to Chase.

(c) During fiscal 2020 the Company received advances of $76,000 of which $20,000 was from 888 Capital Corp., a private company affiliated with Mr. DeMare, $37,000 was from DNG Capital Corp., a private company affiliated with Mr. DeMare, and $19,000 from Ms. M. Dhanani, a significant shareholder of the Company. During fiscal 2020 the Company repaid $25,000 to DNG Capital Corp.
(d) During fiscal 2020 Ms. M. Dhanani, a significant shareholder of the Company purchased 4,700,000 units of the private placement.
(e) See also “Property Update - Pioche Project, Nevada”.

Outstanding Share Data

The Company’s authorized share capital is unlimited common shares with no par value. As at November 5, 2020, there were 19,705,373 issued common shares, 7,240,000 warrants outstanding exercisable at $0.06 per share and 1,530,000 share options outstanding exercisable at $0.055 per share. See also “Financial Condition/Capital Resources”.

-7-

AI assistant

Altair Resources Inc. Management Reports 2020

45827_rns_2020-11-05_ae4a0ea6-d542-4031-a1c2-5d30b6036841.pdf