AM Resources Corp. — Interim / Quarterly Report 2020

Aug 24, 2020

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AM Resources Corp. Management Discussion and Analysis For the six-month period ended June 30, 2020

Table of Contents

Date	1.0
Caution regarding prospective information	2.0
Business description and continuity of operations	3.0
Mining assets and exploration expenses	4.0
Business highlights	5.0
Selected annual information	6.0
Operations results	7.0
Quaterly review	8.0
Second quarter results	9.0
Financial highlights	10.0
Liquidity and funding	11.0
Statement of financial position	12.0
Related party transactions	13.0
Off-balance sheet transactions	14.0
Contractual obligations and commitments	15.0
Judgments, estimates and assumptions	16.0
Outstanding share information	17.0
Subsequent events	18.0
Business risks	19.0
Outlook	20.0
Information communication controls and procedures	21.0
Additional information and continuous disclosure	22.0

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AM Resources Corp. Management Discussion and Analysis For the six-month period ended June 30, 2020

This management discussion and analysis (”MD&A”) of AM Resources Corp (“AMR” or the “Company”) complies with Rule 51-102A of the Canadian Securities Administrators regarding continuous disclosure.

The MD&A is a narrative explanation, through the eyes of the management of AMR, of how the Company performed during the period ended June 30,2020 and of the Company’s financial condition and future prospects. This discussion and analysis complement the audited annual financial statements for the year ended December 31, 2019 but does not form part of them.

All figures are in Canadian dollars unless otherwise stated. Additional information on the Company can be found on SEDAR at www.sedar.com.

1.0 DATE

This MD&A has been prepared on the basis of information available as of August 24, 2020.

2.0 FORWARD-LOOKING STATEMENTS

This MD&A includes forward-looking statements that reflect the Company’s current expectations regarding future events. To the extent that such statements contain information that is not historical in nature, such statements are essentially forward-looking, and often contain words like “anticipate”, “expect”, “estimate”, “intend”,” project”, “plan” and “believe”. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. There are many factors that could cause such differences, including volatility of metal market prices, the impact of changes in foreign exchange or interest rates, imprecision in reserve estimation, environmental risks including increased regulatory burdens, unexpected geological conditions, adverse mining conditions, changes in government regulations and policies, including laws and policies, the failure to obtain the necessary permits and approvals from government authorities, and other development and operating risks.

While the Company believes that the assumptions inherent in the forward-looking statements are reasonable, readers should not place undue reliance on such statements, which only apply as at the date of this MD&A. The Company disclaims any intention or obligation to update or revise forwardlooking statements as a result of new information, future events or otherwise, unless required to do so by applicable securities laws.

3.0 BUSINESS DESCRIPTION AND CONTINUITY OF OPERATIONS

The Company, incorporated under Canada Business Corporation Act, is a mining exploration company with exploration activities conducted in Colombia.

For the six-month period ended June 30, 2020, the Company recorded net loss of $ 614,016 (Net loss of $ 731,668 as at June 30, 2019). Besides the usual needs for working capital, the Company must obtain funds to be able to meet its existing commitments under the exploration programs and to pay its overhead and administrative costs

Management is periodically seeking to obtain financing through the issuance of equity securities, exercise of outstanding warrants for common shares and options to purchase shares in order to continue operations, and despite the fact it has been successful in the past, there is no guarantee of future success.

If management were unable to secure new funding, the Company may then be unable to continue its operations and the amounts carried as assets may be less than its amounts reflected in these financial statements.

Although management has taken steps to verify the ownership rights in mining properties in which the Company holds an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the title property for the Company. The title may be subject to unregistered prior agreements and may not comply with regulatory requirements.

The Company’s financial statements were prepared according to the International financial reporting standards (IFRS) and with the going concern assumption. They do not reflect adjustments that should be made to the book value of assets and liabilities, the reported amounts of income and expenses and the classification of balance sheet if the going concern assumption was unfounded. These adjustments could be important.

4.0 MINING ASSETS AND EXPLORATION EXPENSES

Mina Luz Property: Coal

The Mina Luz property is located to the south-west of the town of Popayan in the department of Cauca, approximately 150 Km south-west of the town of Cali in Colombia. It consists of a mining concession covering 40 hectares. The Company owns 80% of the mining rights.

Government geologist carried out a complete geological reconnaissance program of the Cauca coal belt (some 80 km along the Tertiary age Mosquera sedimentary Formation which host the resource) including channel sampling of outcrops, trenches, pits and the drilling of 6 HQ and NQ drill holes. International standards in place at the time were then applied to evaluate the coal potential of the entire belt.

In the area, 3 different productive levels of the Mosquera middle Formation contain a total of 25 plies (called mantos) ranging in thickness between 0.60 m and 2.68 m. Nine plies are 1.0 m thick or more. It is noted that faulting and folding are quite intense and that the resource is found in a complex structural environment.

The quality of the coal in the area ranges from Bituminous High Volatile C and B to Subbituminous B (medium quality). This type of coal is mostly used to generate electricity in Colombia.

The potential for small scale underground or surface mining for medium quality, structurally complex coal is well established in the area. The complexity of the ore however indicates that a fair amount of delineating work is necessary in order to properly define the folded and faulted coal plies.

In September 2019, the Colombian National Mining Agency suspended the mining operation for allegedly being outside the granted area. The Company’s Colombian subsidiary, AM Resources SAS, is working with local counsel to undertake the necessary legal action in order to clarify this situation and requested the lifting of the suspension. The Company is fully commited to work diligently with the Colombian regulator authorities to resolve this situation.

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AM Resources Corp. Management Discussion and Analysis For the six-month period ended June 30, 2020

4.0 MINING ASSETS AND EXPLORATION EXPENSES (continued)

Mina Luz Property : Coal (continued)

Plan : The Company plans to begin its small scale operation as soon as the issue with the Colombian Mining Agency is resolved. During the six-month period ended June 30, 2020, the Company has not incurred exploration expenses.

Rio Negro

The Rio Negro asphaltite property is owned 60% by the Company. The property covers 97.5 hectares.

The Rio Negro asphaltite Project is located approximately 50 km NNW of the Colombian city of Bucaramanga, in the northern portion of the department of Santander, within the municipality of Rio Negro.

Colombia produces various types of hydrocarbons including a variety called asphaltite. Asphaltite was apparently discovered in the region in 1972, probably during a petroleum exploration program (which were numerous in the region). Along with asphaltite and petroleum, coal was also discovered in the region around the Rio Negro title.

The area of the Rio Negro property is well known for its asphaltite occurrences and limited production took place on the property. It is believed that production at La Tigra, neighbour of Rio Negro, reaches 3,000 tonnes per month.

The local miners believe that it would not be very difficult to drive new tunnels into the hill and to cut the main vein at various levels as the latter appeared still strong at the end of the tunnel. Its quality was also apparently very good, meaning very pure (no rock inclusions) and very hard, therefore very brittle (can easily be transformed into a powder).

The 500 meters drilling campaign was completed in Q1-2020. The results were inconclusive and require additional exploration work.

Plan : The Company will prepare the planification of an exploration program in order to have a better understanding of the property’s potential.

During the six-month period ended June 30, 2020, the Company has not incurred exploration expenses.

The exploration budget to be spent on the property is subject to the Company’s success with its financings.

Mico

The Mico gold property consists of one concession covering an area of 10.4 hectares and situated in the department of Bolivar, Colombia, some 470 km to the north of Bogota. The property is easily accessible from the village of Barranco de Loba which is linked by ferry to El Banco Magdalena, the largest city in the region. The Company can earn a 60% interest over a 12 month period.

The Mico property is located within the Serrania San Lucas, a geological environment well known for its orogenic gold potential. It is host to a vein type gold system within volcanic rocks, close to the Norosi batholith. NNE striking, steeply dipping decimetre size veins and veinlet stockwork have apparently been found in the past. Grades would range from 10 to 30 g/t Au. No modern geological work was performed on the property and the limited geological information was mostly provided by the vendor.

Plan : The Company plans to spent additional exploration expenses in order to have a better understanding of the property’s potential.

During the six-month period ended June 30, 2020, the Company has not incurred exploration expenses.

The exploration budget to be spent on the property is subject to the Company’s success with its financings.

Esperanza

On May 31, 2019, the Company announced the closing of an arm’s length acquisition of 60% indirect interest in the La Esperanza asphalite property.The Company acquired a 60% interest in Asfaltitas Colombiana SAS from a private company controlled by Adriana Rios, president, Chief Executive Officer and director of the Company. Under the revised terms and based on a fairness opinion report, the Company agreed to issue 4,700,000 common shares to the private company as a consideration for the 60% interest.

The Esperanza asphalt property is composed of a unique mineral concession (Mineral Concessions GGOI-05-La Esperanza license L-206 covering an area of 298ha and owened (60%) by AMR. Is located in the western portion of the department of Norte de Santander, Colombia.

The 500 meters drilling campaign was completed in Q1-2020. The results conclusive on the property’s potential.

Plan : The results from definition drilling is actually used by the Colombian contractor to prepare and design the mining operations on the property with a goal to begin a small-scale production in Q4 2020.

During the six-month period ended June 30, 2020, the Company has not incurred exploration expenses. The exploration budget to be spent on the property is subject to the Company’s success with its financings.

5.0 BUSINESS HIGHLIGHTS

On April 12, 2019, the Company acquired a 60% interest in Asphaltite Colombia SAS (‘’ASF’’) that holds the Esperanza asphaltite mining property. The Esperanza property consists of a mineral concession that covers an area of 298 hectares in the western portion of the department of Norte de Santander in Colombia. The Company issued 4,700,000 common shares ($ 893,000) and released ASF from a loan of 145,255,291 Colombian pesos (approximately $ 60,800).

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AM Resources Corp. Management Discussion and Analysis For the six-month period ended June 30, 2020

6.0 SELECTED ANNUAL INFORMATION

6.0 SELECTED ANNUAL INFORMATION
Statements of Financial Position Cash Total assets Total liabilities Equity Statements of Financial Position Total revenue Total operating expenses Net loss for the year Basic and diluted loss per share	December 31, 2019 $ 3,295 3,843,864 1,737,384 2,106,480 1,022,593 1,098,030 (1,271,938) (0,02)	December 31, 2018 $ 785,965 4,018,116 1,383,155 2,634,961 2,338,958 3,997,727 (3,705,308) (0,08)	December 31, 2017
			$ 121 ,394 1,874,727 267,631 1,607,096 1,656,477 368,300 (316,303) (0,02)

7.0 OPERATIONS RESULTS

For the six-month period ended June 30, 2020, the Company recorded a net loss of $ 614,016 compared to a net loss of $ 731,668 for the six-month period ended June 30, 2019.

period ended June 30, 2019.
General and administrative expenses (a) Loss (gain) on foreign exchange (b)	June 30, 2020 $ 327,046 (212,233)	June 30, 2019 $ 715,821 28,252	Variation
			$ (388,775) 183,981

• a) The general and administrative expenses decreased by $ 388,775 due to lower activities during the current period.

b) The increase in the loss on foreign exchange of $ 183,981 is related to the decrease in exchange rate of the Colombian pesos for the six-month period ended June 30, 2020.

8.0 QUARTERLY REVIEW

Summary of quarterly results

Summary of quarterly results
Income Total loss Basic and diluted net loss per share Income Total loss Basic and diluted net loss per share	June 30, 2020 $ - (203,217) (0,003) June 30, 2019 $ 311,364 (393,528) (0,007)	March 31, 2020 $ - (410,799) (0,008) March 31, 2019 $ 360,315 (338,140) (0,007)	December 31, 2019 $ (14,143) (94,149) (0,001) December 31, 2018 $ 466,905 (393,803) (0,00)	September 30, 2019
				$ 365,057 (446,121) (0,006) September 30, 2018
				$ 383,962 (339,560) (0.00)

In Q1 2020 and in 2019, the sales were lower for each quarter compared to the respective quarters in 2018. The decrease in sales is explained by a local social protest that last several months. The road that communicates from the distribution center to the client was closed for several months in early 2019, therefore the coal could not be delivered during that period. Also, in September 2019, the Colombian National Mining Agency suspended the mining operations for allegedly being outside the granted area. In April 2018, the Company completed a reverse takeover transaction and incurred listing fees totaling $ 2,253,967.

9.0 SECOND QUARTER RESULTS

For the three-month period ended June 30, 2020, the Company recorded a net loss of $ 203,217 compared to a net loss of $ 393,528 for the threemonth period ended June 30, 2019.

month period ended June 30, 2019.
General and adminitrative expenses (a) Gain on foreign exchange (b)	June 30, 2020 $ 210,531 43,976	June 30, 2019 $ 358,315 14,131	Variation
			$ (147,784) 29,845

• a) The general and administrative expenses decreased by $ 147,784 due to lower activities during the current period.

• b) The gain on foreign exchange of $ 29,845 is related to the increase in exchange rate of the Colombian pesos for the three-month period ended June 30, 2020.

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AM Resources Corp. Management Discussion and Analysis For the six-month period ended June 30, 2020

10.0 FINANCIAL HIGHLIGHTS

10.1 REVENUES

10.1 REVENUES
Coal (a) Transport (b) Others	For the six-month period ended
	June 30, 2020 $ - - - -	June 30, 2019
		$ 395,096 240,559 36,025
		671,679

a) b) There were no sales in the current six-month period ended June 30, 2020. Since September 2019, the Colombian National Mining Agency suspended the mining operations for allegedly being outside the granted area.

The Company has currently one client in which the pricing of the sales of coal and the revenues of transport is negociated on an annual basis.

10.2 COSTS OF SALES

Coal (a) Transport (b) Depreciation of property, plant and equipment	For the six-month period ended	For the six-month period ended
	June 30, 2020 $ - - - -	June 30, 2019
		$ 418,821 173,086 28,050
		619,957

a) b) There were no cost of sales in the current six-month period ended June 30, 2020. In September 2019, the Colombian National Mining Agency suspended the mining operations for allegedly being outside the granted area.

10.3 GENERAL AND ADMINISTRATION EXPENSES

10.3 GENERAL AND ADMINISTRATION EXPENSES
Salaries and other employee benefits Rental expenses Consulting and professional fees Management fees Share-based payments Other operational expenses		For the six-month period ended
	June 30, 2020 $ 22,614 1,200 198,811 40,599 - 63,823 327,046	June 30, 2019
		$ 58,692 39,197 476,836 - 22,547 118,549
		715,821

11.0 LIQUIDITY AND FUNDING

On June 30, 2020, the Company had a negative working capital of $ 1,448,904 which includes $ 1,130 in cash.

Cash flows provided by (used in) Operating activities before the net change in non-cash working capital items Net change in non-cash working capital items Operating activities Investment activities Financing activities Foreign currency translation differences Increase (decrease) in cash and cash equivalents	June 30, 2020 $ (379,941) 114,656 (265,285) 34,121 241,690 (12,691) 10,526	June 30, 2019
		$ (687,311) 254,845
		(432,466) (349,168) 120,000 17,110
		(661,634)

For the six-month period ended June 30, 2020, cash ouflows from operating activities totaled $ 265,285 ($ 432,466 of cash outflows for the six-month period ended June 30, 2020). The Company spent less in 2020 than in 2019 following the activity decrease due the suspension of operations by the Colombian National Mining Agency in September 2019.

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AM Resources Corp. Management Discussion and Analysis For the six-month period ended June 30, 2020

12. STATEMENT OF FINANCIAL POSITION

Cash Account receivables Prepaid expenses Property, plant and equipment Exploration and evaluation assets Total assets Trade and other payables Debentures Promissory notes Current portion of the long-term debt Long-term debt Shareholder’s equity Total liabilities and equity Share price at closing	June 30, 2020 $ 1,130 694,167 157,410 290,749 2,665,495 3,808,950 1,048,414 817,680 426,630 8,887 24,612 1,482,728 3,808,950 0,04	December 31, 2019
		$ 3,295 454,070 127,331 346,713 2,912,455
		3,843,864
		731,438 779,280 184,940 9,208 32,518 2,106,480
		3,843,864 0.065

Assets

At June 30, 2020, total assets amounted to $ 3,808,950, including $ 1,130 in cash ($ 3,843,864, including $ 3,295 in cash as at December 31, 2019).

Accounts receivables amount to $ 694,167 ($ 454,070 as at December 31, 2019) and are mostly comprised of advances to private companies, without interests.

Property, plant and equipment amount to $ 290,749 ($ 346,713 as at December 31, 2019).

Total exploration and evaluation assets amounted to $ 2,665,495 ($ 2,912,455 as at December 31, 2019). The decrease relates to foreign exchange loss.

Long-term liabilities and contractual commitments

Payment due by period

Payment due by period
Contractual commitments Loan for machinery and equipment(1) Total	Less than 1 year 4,316 4,316	1to 3 years 29,184 29,184	Beyond 3 years - -	**Total **
				33,500
				33,500

(1) Loan for machinery and equipment, 7,5 % payable in monthly instalments of $ 1,094 including interests, maturing in September 2023.

Debentures

On August 14, 2018 , the Company issued debentures units of $ 600,000 USD ($ 817,680 as at June 30, 2020, $ 818,520 as at December 31, 2019). Each debentures units is comprised of $ 1,000 USD principal amounts of unsecured debentures of the Company due initially on August 14, 2019 and 250 warrants. Each warrant entitles the holder to purchase a share until August 14, 2019 at a price of $ 0.30 per share. The debentures bear interest at an annual rate of 15% payable initially on August 14, 2019. No value was attributed to the 150,000 issued warrants. During the year, the term of the principal amount was extended to December 31, 2020.

Promissory notes and loans

On May 17, 2019 , the Company signed a promissory note with a private lender of $ 70,000. The principal amount of the promissory note is due on May 17, 2020. The promissory note bears interest at an annual rate of 10 % and is payable on May 17, 2020. After the year end, the promissory note was extended to December 31, 2020.

On June 4, 2019 , the Company the Company signed a promissory note with a private lender of $ 50,000. The principal amount of the promissory note is due on June 4, 2020. The promissory note bears interest at an annual rate of 10 % and is payable on June 4, 2020. After the year end, the promissory note was extended to December 31, 2020.

On August 16, 2019 , the Company signed a promissory note with a private lender of $ 68,140 ($ 50,000 USD). The principal amount of the promissory note is due on August 16, 2020. The promissory note sees interest at an annual rate of 10 % and is payable on August 16, 2020. After the year end, the promissory note was extended to December 31, 2020.

On March 5, 2020 , the Company signed a loan agreement with a private lender of $ 204,420 ($ 150,000 USD). The principal amount and $ 34,070 ($ 25,000 USD) is due on March 5, 2021.

On March 10, 2020 , the Company signed a loan agreement with a private lender of $ 34,070 ($ 25,000 USD). The principal amount and $ 6,814 ($ 5,000 USD) is due on March 10, 2021.

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AM Resources Corp. Management Discussion and Analysis For the six-month period ended June 30, 2020

12. STATEMENT OF FINANCIAL POSITION (continued)

Shareholders’s equity

In 2019, 4,700,000 shares were issued for an acquisition of Esperanza property amounted to $ 423,000.

Capital resources and capital management

The Company’s capital structure consists of common shares, warrants, brokers warrants and stock options. The Company manages its capital structure and makes changes pursuant to economic conditions and conditions related to its assets.

The Company is not subject to any externally imposed capital. The Company’s objectives in managing capital are the following:

• i. To preserve the capacity to continue its operations in order to maximise the return to its shareholders and maintain an optimal capital structure in order to increase the shareholders’ equity in the long term.

• ii. To ensure the Company has sufficient capital to meet its short-term needs and ensure the development of its projects and mining activities

• iii. To satisfy the external requirements with regards to capital needed in respect of any lending agreements.

• iv. To maintain an optimal capital structure in order to minimize the cost of debt financing.

13.0 RELATED PARTY TRANSACTIONS

The Company’s related parties include affiliated companies, Board of Director members and key management personnel.

Unless otherwise stated, none of the transactions incorporated special term and conditions and no guarantees has been given or received. Outstanding balances are usually settled in cash.

13.1 Transactions with key management personnel

Key management personnel of the Company are members of the board of directors and other management. The key management personnel compensation includes the following:

Management fees (a) Consulting fees (b) Total remuneration	June 30, 2020 $ 39,620 15,000 54,620	March 31, 2019
		$ 84,000 19,500
		103,500

• a) The Company paid $ 39,620 ($ 165,556 in 2019) in management fees to A&M Resources 2015 LLC, a company controlled by Adriana Rios, president and chief executive officer and director.

• b) The Company paid $ 15,000 ($ 39,000 in 2019) in consulting fees to SKTM Financial Corporation Ltd., a company controlled by Martin Nicoletti, chief financial officer.

14.0 OFF-BALANCE SHEET TRANSACTIONS

There are no off-balance sheet transactions.

15.0 CONTRACTUAL OBLIGATIONS AND OFF-BALANCE-SHEET ARRANGEMENTS

There are no contractual and off-balance-sheet arrangements.

16.0 JUDGMENTS, ESTIMATES AND ASSUMPTIONS

When preparing the financial statements, management makes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses.

16.1 Significant management judgment

The following are significant management judgments in applying the accounting policies of the Company that have the most significant effect on the financial statements.

Recognition of deferred income tax assets and measurement of income tax expense

Management continually evaluates the likelihood that its deferred tax assets could be realized. This requires management to assess whether it is probable that sufficient taxable income will exist in the future to utilize these losses within the carry-forward period. By its nature, this assessment requires significant judgment. To date, management has not recognized any deferred tax assets in excess of existing taxable temporary differences expected to reverse within the carry-forward period.

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AM Resources Corp. Management Discussion and Analysis For the six-month period ended June 30, 2020

16.0 JUDGMENTS, ESTIMATES AND ASSUMPTIONS (continued)

16.1 Significant management judgment (continued)

Going concern

The assessment of the Company’s ability to continue as a going concern and to raise sufficient funds to pay for its ongoing operating expenditures, meets its liabilities for the ensuing year, and to fund planned and contractual exploration programs, involves significant judgment based on historical experience and other factors including expectation of future events that are believed to be reasonable under the circumstances.

16.2 Estimation uncertainly

Information about estimates and assumptions that have the most significant effect on recognition and measurement of assets, liabilities, income and expenses is provided below. Actual results may be substantially different.

Impairment of exploration and evaluation assets

Determining if there are any facts and circumstances indicating impairment loss or reversal of impairment losses is a subjective process involving judgment and a number of estimates and assumptions in many cases.

When an indication of impairment loss or reversal of an impairment loss exists, the recoverable amount of the individual asset or the cash-generating units must be estimated.

In assessing impairment, the Company must make some estimates and assumptions regarding future circumstances, in particular, whether an economically viable extraction operation can be established, the probability that the expenses will be recover from either future exploitation or sale when the activities have not reached a stage that permits a reasonable assessment of the existence of reserves, the Company’s capacity to obtain financial resources necessary to complete the evaluation and development and to renew permits. Estimates and assumptions may change if new information becomes available.

If, after expenditure is capitalized, information becomes available suggesting that the recovery of expenditures is unlikely, the amount capitalized is written off in profit or loss in the period when the new information becomes available.

Share-based payments

To estimate expenses for share-based payments, it is necessary to select an appropriate valuation model and obtain the inputs necessary for the valuation model chosen. The Company estimated the volatility of its own shares and the expected life and the exercise period of options and warrants granted. The model used by the Company is the Black-Scholes.

Provisions and contingent liabilities

The judgment is used to determine whether a past event has created a liability that should be recognized in the consolidated financial statements or whether it should be disclosed as a contingent liability. Quantifying these liabilities involves judgments and estimates. These judgments are based on several factors, such as the nature of the claim or dispute, legal procedures and the potential amount to be paid, legal advice received, previous experience and the probability of the realization of a loss. Many of these factors are sources of estimation uncertainty.

17.0 OUTSTANDING SHARE INFORMATION

Common shares Options Total common shares fully dilluted	August 24, 2020
	Number 61,599,642 2,100,000
	63,699,642

18.0 SUBSEQUENT EVENT

Subsequent to period-end, an outbreak of a new strain of coronavirus (COVID-19) resulted in a major global health crisis which continues to have impacts on the global economy and the financial markets at the date of completion of the financial statements. These events are likely to cause significant changes to the assets or liabilities in the coming year or to have a significant impact on future operations. Following these events, the Company has taken and will continue to take action to minimize the impact. However, it is impossible to determine the financial implications of these events for the moment.

19.0 BUSINESS RISKS

The company is exposed to various risks in relation to financial instruments. The Company’s financial assets and liabilities are summarized in Note 22. The main types of risks the Company is exposed to are credit risk and liquidity risk.

a) Credit risk

Credit risk is the risk that a party to a financial instrument will default on one of its obligations and thereby cause the other party to incur a financial loss. Cash, other receivables, advances and loans receivable are the Company's principal financial instruments that are potentially subject to credit risk.. The credit risk on loans receivable is limited since the contracting party is the private Company holding the Mina Luz property in Colombia. As a result, the Company does not expect the other parties to default. The book values represent the Company's maximum exposure to credit risk.

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AM Resources Corp. Management Discussion and Analysis For the six-month period ended June 30, 2020

19.0 BUSINESS RISKS (continued)

Receivables

In assessing expected credit losses, trade receivables have been measured on a collective basis since they share common credit risk characteristics. They have been grouped according to the number of days they are past due and the geographic location of the client.

Expected credit loss rates are based on historical credit loss rates in prior years and current and prospective macroeconomic data that affect the client’s ability to pay amounts owing. Trade receivables are written off, in other words derecognized, when there is no reasonable expectation of recovery. Failure to pay within 180 days of the date of invoice and no commitment to the Company regarding an alternative payment arrangement are, among other things, considered as indicators that there is no expectation reasonable recovery. Based on the above, expected credit losses over the total life of trade receivables as at June 30, 2020 are insignificant.

Advances to individuals and private companies

All Company advances measured at amortized cost are considered to have a low credit risk given that the Company regularly validates the credit quality. The impairment loss adjustment recorded is based on expected losses for 12 months. This one is not significant.

b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet the obligations associated with its financial liabilities. Liquidity risk management serves to maintain a sufficient amount of cash and to ensure that the Company has sufficient financing sources. The Company establishes budgets to ensure it has the necessary funds to fulfill its obligations.

When the counterparty has a choice of when an amount is paid, the liability is included on the earliest date in which the payment can be required.

As at June 30, 2020, the working capital is negative of $ 1,457,563. In order to continue its operation, the Company will have to find additional fund and despite the fact it has been successful in the past, there is no guarantee for the future. Actually, there remains a significant risk that the Company is unable to find cash if even the management is optimistic to find the necessary cash for the implementation of its strategic plan.

c) Interest rate risk

The long term debt and debentures bear interest at a fixed rate and the Company is, therefore, exposed to the risk of changes in fair value resulting from interest rate fluctuations.

d) Foreign currency risk

The Company is exposed to foreign currency risk arising from the degree of volatility of the exchange rate. The Company is exposed to the foreign currency risk through is bank account, is advances to private companies and is debenture that are initially in US dollars. The Company does not use derivative financial instruments to reduce its exposure to foreign exchange risk.

Furthermore, an intercompany balance of $ 1,825,652 between AM Resources SAS and AM Resources Corp exposes AM Resources Corp. to currency fluctuations between the Colombian pesos and the Canadian dollar.

20.0 OUTLOOK

During the year, the Company plans to;

• Follow up with the Colombian National Mining Agency in regards to the Mina Luz mining concession contract and then resume the operating activities on the Mina Luz property;

• Complete the mining plan the Esperanza property.

• Install a distribution center (scale) near the Rio Negro and Esperanza properties;

• Begin a small scale mining operation on the Rio Negro and Esperanza properties.

21.0 INFORMATION COMMUNICATION CONTROLS AND PROCEDURES

In accordance with national instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings (‘‘NI 52-109 ’’), the Chief Executive Officer (‘‘CEO’’) and Chief Financial Officer (‘‘CFO’’) of the Corporation will file a Venture Issuer Basic Certificate with respect to the financial information contained in the interim financial statements and respective accompanying Management’s Discussion and Analysis.

In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certification includes a ‘‘Note to Reader’’ stating that CEO and CFO do not male any representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109.

22.0 ADDITIONAL INFORMATION AND CONTINUOUS DISCLOSURE

This MD&A was prepared as of August 24, 2020. The Company regularly discloses additional information by filing press releases and quarterly financial statements on SEDAR (www.sedar.com). More information about the Company can be also found on SEDAR (www.sedar.com).

(signed) Adriana Shaw Adriana Shaw President and Chief Exectutive Officer

(signed) Martin Nicoletti Martin Nicoletti, CPA CGA Chief Financial Officer

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