Avidian Gold Corp. — Management Reports 2020

May 29, 2020

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

1 INTRODUCTION

The following Management’s Discussion and Analysis (“MD&A”) is a review by management (“Management") of the operations, results, and financial position of Avidian Gold Corp. (“Avidian” or the “Company”) for the nine months ended March 31, 2020 (the “Reporting Period”). This MD&A is prepared as of May 28, 2020, unless otherwise indicated, and should be read in conjunction with the Company’s unaudited interim financial statements and related notes for the three and nine months ended March 31, 2020 (“Interim Financial Statements”) and the audited financial statements and related notes for the year ended June 30, 2019 (“Annual Financial Statements”) which have been prepared in accordance with International Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All figures are presented in United States dollars (“$”) unless otherwise indicated. Additional information relevant to the activities of the Company has been filed electronically through the System for Electronic Document Analysis and Retrieval (“SEDAR”) – http://www.sedar.com and are also available on the Company’s website http://www.avidiangold.com.

In March 2020, the World Health Organization declared a global pandemic related to COVID-19. Its impact on global economies has been far-reaching and business around the world are being forced to cease or limit operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown. This has affected Avidian as to the timing of when it can commence with field activites during 2020 at its various projects in a safe and prudent manner.

2 CAUTIONARY NOTE

FORWARD-LOOKING STATEMENTS

Forward-looking statements look into the future and provide an opinion as to the effect of certain events and trends on the business. Forward-looking statements may include words such as “plans”, “intends”, “anticipates”, “should”, “estimates”, “expects”, “believes”, “indicates”, “suggests” and similar expressions.

This MD&A contains forward-looking statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions and involve known and unknown risks, uncertainties and other factors. Information concerning mineral resource estimates and the interpretation of drill results may also be considered as a forward-looking statement; as such information constitutes a prediction of what mineralization might be found to be present if and when a project is actually developed.

Readers are cautioned not to place undue reliance on these statements as the Company’s actual results, performance or achievements may differ materially from any future results, performance or achievements

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expressed or implied by such forward-looking statements if known or unknown risks, uncertainties or other factors affect the Company’s business, or if the Company’s estimates or assumptions prove inaccurate. Therefore, the Company cannot provide any assurance that forward-looking statements will materialize. Factors that could cause results or events to differ materially from current expectations expressed or implied by the forward-looking statements, include, but are not limited to, possible variations in mineral resources, labour disputes, operating or capital costs; availability of sufficient financing to fund planned or further required work in a timely manner and on acceptable terms; failure of equipment or processes to operate as anticipated; and political, regulatory, environmental and other risks of the mining industry.

Subject to applicable laws, the Company assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or any other reason.

For a description of material factors that could cause the Company’s actual results to differ materially from the forward-looking statements in this MD&A, please see Section 4.15 - Risks and Uncertainties.

3 HIGHLIGHTS FOR THE 9 MONTHS ENDING MARCH 31, 2020

 At Golden Zone property, Alaska:

• completed a regional helicopter based prospecting program, mainly in the southern portion of the property and collected 92 grab samples

• re-examined historical and Avidian core from Mayflower Extension Zone ("MEZ") and BLT Zone in order to better understand the zones so as to be able to propose follow up drill targets

• conducted blended soil/biogeochemical survey over MEZ and to the northeast and collected 296 soil samples and 94 biogeochemical samples

• collected 17 stream sediment samples

• conducted detailed chip sampling at JJ - J4 zones, as well as ridge line sampling between the zones and at the extension of the J4 zone and collected 246 samples

• Highlight results from the above program identified the discovery of a new mineralized occurrence (MJ) located 3.4 km SW of the JJ Zone; MJ returned grab samples of 5.17 g/t Au and 4.2 g/t Au and 2.77% Cu over an area at least 200 m x 200 m and open.

• Prospecting at the JJ - J4 Zone extended the strike length of this occurrence to at least 750 m and it still remains open in both directions; it is now identified over an area of 120 m wide, 300 m in height from the valley floor and >750 m in length with highlight grab samples of gossan zones ranging from 2.08 g/t Au to 6.14 g/t Au and chip samples of 12.0 m @ 1.40 g/t Au and 6.0 m @ 1.85 g/t Au .

•  At Amanita property, Alaska:

• From July 2019 to August 2019, 6 trenches were excavated for 1,725 m with the collection of 722 rock chip samples

• Highlight results from the trenching program include 94.5 m of 3.04 g/t Au, including 22.5 m of 11.51 g/t Au or 6.0 m of 13.10 g/t Au; 27.0 m of 4.22 g/t Au including 6.0 m of 13.85 g/t Au and 6.0 m of 2.48 g/t Au

 At Black Raven property, Newfoundland (“Black Raven”)

• Entered into an option agreement to acquire a 100% interest in the Black Raven gold project located in northern Newfoundland on November 26, 2018. In December 2018, raised CDN$362,000 with the issuance of 3,620,000 flow-through shares to advance exploration on this project. See Section 4.1 - Creation of High Tide Resources Corp.

• On September 24, 2019, the results from a reconnaissance geology and prospecting program and local stripping and detailed channel sampling program were announced. A total of 61 grab samples, 57 channel samples and 49 chip samples were collected from this program with highlight grab sample results of 15.36 g/t Au, 7.48 g/t Au and chip/channel results of 1.4 m of 4.32 g/t Au; 21.0 m of 0.41% Cu and 1.0 m of 2.73 g/t Au.

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•  At Labrador West property, Newfoundland (“Labrador West”)

• Avidian’s 60%-owned subsidiary, High Tide Resource Corp. (“High Tide”) agreed to acquire 100% of the Labrador West Iron Ore project from Altius Resources Inc. (“Altius”). See Section 4.1 - Creation of High Tide Resources Corp.

•  Completed a CDN$2,048,077 (US$1,541,587) non-brokered private placement

•  Completed a CDN$830,000 (US$630,468) non-brokered flow-through private placement

•  On January 21, 2020, the board of Directors appointed Mr. Steve Roebuck as President of the Company. Mr. Roebuck is a professional geologist who has worked with Canadian and International publicly listed resource companies for the past 25 years. He has been with the Company since June 2019 serving as VP Corporate Development. Prior to joining Avidian,Mr. Roebuck held executive roles with Enforcer Gold, Scorpio Gold and Advanced Exploration and technical roles with BHP Billiton, Royal Oak Mines and Placer Dome.

4 DISCUSSION AND ANALYSIS

4.1 BACKGROUND

The Company

Avidian Gold Corp. (“Avidian” or the “Company”) was incorporated by Certificate of Incorporation issued pursuant to the provisions of the British Columbia Business Corporations Act on September 24, 2013. The Company’s principal business activity is mineral exploration. The Company was a Capital Pool Company (“CPC”) as defined pursuant to Policy 2.4 of the TSXV.

On January 16, 2020, shareholders of the Company approved by way of a special resolution to change the Continuance of the Company from the British Columbia Business Corporations Act to the Ontario Business Corporations Act and approved that the registered office of the Company change from the Province of British Columbia to the Province of Ontario;

Creation of HIGH TIDE RESOURCES CORP.

The Company has spun out its Strickland base metal project located in southern Newfoundland into a majority-owned Ontario incorporated private company, (“High Tide”). Avidian's goal will be to take High Tide public within the next 18 months.

The spinout is part of Avidian’s value creation initiative to maximize shareholder value whereby any property asset that is not deemed to be core to its portfolio, or is not being properly valued within Avidian will be spun out into a subsidiary company. Key benefits of the High Tide spinout to Avidian and its shareholders include:

• Avidian retains a major interest in High Tide following a flow-through share financing; and

• Avidian, via its share ownership, will have exposure to any exploration success High Tide has in Newfoundland.

High Tide has also entered into an option agreement to acquire a 100% interest in the Black Raven gold project, located in northern Newfoundland.

In December 2018, High Tide completed a flow-through financing for total proceeds of CDN$362,000. The flow-through shares were issued at a price of CDN$0.10/share. A portion of these funds were used to complete a regional mapping and sampling program and a soil survey on the Black Raven Project completed in September and October of 2019. The balance was used on the Labrador West Iron Ore project (see below)

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On August 28, 2019, High Tide agreed to acquire 100 per cent of the Labrador West Iron Ore project (“Labrador West”) from Altius Resources Inc. (“Altius”), a wholly-owned subsidiary of Altius Minerals Corp.

Terms of the Labrador West acquisition option include: (i) High Tide incurring exploration expenditures on the project of at least CDN$2,000,000 by Dec. 31, 2021; (ii) the issuance of 19.9% of the issued and outstanding common shares of High Tide immediately following cumulative equity financings of no less than CDN$5,000,000; and (iii) High Tide becoming a publicly listed company in Canada within 24 months from the execution date.

Upon High Tide acquiring a 100% interest in the Labrador West, the public company shall grant to Altius a 2.75% gross sales royalty (“GSR”) on all iron ore produced, removed and recovered from the project.

Additionally, High Tide has issued 9,146,666 common shares in the capital of High Tide payable to arm'slength parties as consideration for the assumption of the rights to the option. These consideration shares are issued at a deemed price per share of CDN$0.10 (US$0.075).

In December 2019, High Tide issued 8,300,000 flow through shares to the Company offered at a price of CDN$0.10 (US$0.076) per share for total gross proceeds of CDN$830,000 (US$630,468). Concurrently, the Company subscribed for 750,000 common shares of the subsidiary, High Tide Resources Corp., offered at a price of CDN$0.10 (US$0.076) per share for total gross proceeds of CDN$75,000 (US$56,970). As a result, the Company owns a 60% interest in High Tide.

Over the course of late 2019 and early 2020 High Tide Resources sought and received all exploration permits from the Government of Newfoundland & Labrador and commenced detailed planning for a diamond drill program at the Labrador West Iron Ore project. The compilation work and data review of the widely spaced historical drilling identified a large area of iron intercepts exceeding 200 metres in thickness that would form the target area of a Phase 1 1500m drill program. All support contracts – drilling, accommodation, geological and helicopter - were in place by February with the idea of starting the program in mid-March. By early March the COVID-19 pandemic had begun to spread to North America and by midMarch all non-essential travel and work in Newfoundland & Labrador was halted and the Phase 1 drill program was paused.

Directors, Officers and Management

David C. Anderson, Chairman, Chief Executive Officer and Director Stephen Roebuck – President Dino Titaro – Independent Director James Polson – Independent Director Douglas J. Kirwin – Independent Director Donna McLean – Chief Financial Officer

Corporate Office

Suite 902 – 18 King St. East Toronto, ON M5C 1C4 Tel. (647) 259-1786 Email: info@avidiangold.com website http://avidiangold.com

Exchange Listing

The Company’s common shares (“Common Shares”) are traded on the TSX Venture Exchange (“TSXV”) under the symbol AVG.

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Nature of Operations and Company Focus

Avidian is in the business of acquiring and exploring gold projects. As of March 31, 2020, the Company has acquired the rights to explore three gold properties in the United States of America (“United States”) and has 60% ownership of High Tide, which holds the right to explore three properties in Newfoundland, Canada.

Avidian operates in two jurisdictions: United States and Canada.

In the United States, it is engaged, through its 100% interest in Avidian Gold US Inc. and Avidian Gold Alaska Inc. in the acquisition and exploration of resource properties. Avidian holds properties in Alaska and Nevada, two major gold producing areas. To date the exploration focus has been primarily on the more advanced Golden Zone property in Alaska.

In Canada, Avidian’s new spinout High Tide has rights to an iron ore project in Labrador and two base metal projects located in southern Newfoundland.

4.2 OVERALL PERFORMANCE – Financial Position, Results of Operations and Cash Flows

Financial Position

The Company’s financial position at March 31, 2020 and June 30, 2019 is summarized as follows:

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Financial Position March 31, 2020 June 30, 2019
$ $
Current assets 1,129,525 790,976
Non-current assets 104,860 621,459
Total assets 1,234,385 1,412,435
Current liabilities 196,911 516,188
Non-current liabilities 442,971 377,886
Total liabilities 639,882 894,074
Equity attributable to shareholders of the Corporation 1,018,641 462,727
Non-controlling interest (424,138) 55,634
Total liabilities and shareholders' equity 1,234,385 1,412,435
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For the nine months ended March 31, 2020:

• the Company’s cash position increased to $1,064,196 from $754,186. The increase is due to the CDN$2,048,077 (US$1,541,587) non-brokered private placement (“August 2019 private placement”) completed in August 2019 and the CDN$830,000 (US$630,468) flow-through financing (“December 2019 private placement”). During the period, cash was used to fund exploration and general corporate expenses. The remaining current assets are largely comprised of HST receivable;

• the mineral exploration interests were reduced to $nil due to a a write-down of carrying value and only a small decrease in the property and equipment account due to depreciation of equipment; these comprise the Company’s non-current assets;

• the revaluation of the warrant liability and convertible debenture resulted in an increase in total liabilities of $65,085; and

• the change in shareholders’ equity relates to the net loss recorded during the period and completion of the August 2019 and December 2019 private placements.

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4.3 SELECTED FINANCIAL RESULTS

Financial Position – See 4.2 above

Results of Operations

For the three months ended March 31, 2020, the Company recorded a net loss of $867,561 (2019 - $603,107 gain). The increased loss for the period resulted from: i) the warrant revaluation gain of $153,774 compared to the warrant revaluation gain of $564,172 in the prior year, ii) the revaluation gain on the conversion feature of $39,195 compared to the revaluation gain of the conversion feature of $452,815, in the prior year; and iii) the write-down of mineral exploration interest of $497,813.

For the nine months ended March 31, 2020, the Company recorded a net loss of $2,440,017 (2019 - $1,466,305). The increased loss for the period resulted from: i) the warrant revaluation gain of $93,677 compared to the warrant revaluation gain of $1,007,546 in the prior year, ii) the revaluation gain on the conversion feature of $31,632 compared to the revaluation gain of the conversion feature of $716,876, in the prior year, iii) a decrease in exploration expenditures to $1,773,941 compared to $2,010,340 in 2019; and the write-down of mineral exploration interest of $497,813.

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Three months ended Three months ended
STATEMENTS OF LOSS
March 31, 2020 March 31, 2019
$296,329 $255,806
Exploration expenses
Share-based compensation expense 79,816 18,651
Corporate overhead expense 161,224 108,254
537,369 382,711
Other income/expenses:
Foreign exchange losses $64,511 $32,604
Write-down of mineral exploration interests 497,813 -
Gain on warrant revaluation (153,774) (564,172)
Gain on conversion feature (39,195) (452,815)
$906,724 $(601,672)
Non-controlling interest 39,153 1,435
Loss for the period (shareholders) $867,571 $(603,107)
Nine months ended Nine months ended
STATEMENTS OF LOSS
March 31, 2020 March 31, 2019
$1,773,941 $2,010,340
Exploration expenses
Share-based compensation expense 213,310 662,020
Corporate overhead expense 524,672 534,546
2,511,923 3,206,906
Other income/expenses:
Foreign exchange losses (gains) $94,409 $(14,366)
Write-down of mineral exploration interests 497,813 -
Gain on warrant revaluation (93,677) (1,007,546)
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Gain on conversion feature (31,632) (716,876)
$2,978,836 $1,468,118
Non-controlling interest 538,819 1,813
Loss for the period (shareholders) $2,440,017 $1,466,305
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Cash Flows

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Nine months ended Nine months ended
Cash Flow Activities
March 31, 2020 March 31, 2019
Operating $(1,770,570) $(2,292,844)
Financing 2,080,580 860,358
Investing - -
Increase (decrease) in cash during the period $310,010 $(1,432,486)
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For the Reporting Period, net cash used for operating activities was $1,770,570 (2019 - $2,292,844). The majority of the cash (76%) (2019 – 80%) was used for project evaluation and exploration. The Company generated $2,080,580 (2019 - $860,358) in financing activities from the issuance of shares and convertible debentures during the period.

4.4 PROJECTS REVIEW

ALASKA PROJECTS

Location, tenure and historical data

Avidian holds properties in Alaska and Nevada. These properties comprise large land positions in recognized, prolific gold belts where historically multi-million ounce deposits have been discovered. All of the properties are at an advanced exploration stage and either host a resource or have drill/trench intercepts of economic interest. They also have historical databases and multiple identified drill ready targets. To date the exploration focus has been primarily on the more advanced Golden Zone property in Alaska.

A Golden Zone

The Golden Zone and Amanita properties lie within the prolific Tintina Gold Belt that hosts multi-million ounce gold deposits such as Donlin Creek (+39 Moz measured plus indicated gold resource), the producing Fort Knox Gold Mine (+8 Moz produced and contains 1.5 Moz proven plus probable reserves) and Dublin Gulch (4.8 Moz indicated gold resource and 1.5 Moz inferred gold resource). Both properties have well documented gold showings that trend over several kilometers in length, are easily accessible all year round by road, and are close to major infrastructure.

The Golden Zone property is located 320 km north of Anchorage, Alaska, and approximately 16 km west of the main transportation route between Anchorage and Fairbanks. This 10,550 hectare (105.5 sq km) property is comprised of a 1,184 hectare (11.84 sq km) Uplands Mining Lease (with 32 years remaining on the lease) surrounded by 9,356 hectares (93.56 sq km) of State of Alaska claims and a non-contiguous 16 hectare Mill Site Lease. The property hosts a number of high grade gold surface showings along a 15 km long well mineralized trend hosting grades of 4 g/t Au to > 25 g/t Au plus Ag ± base metals, with significant drill and trench intersections.

The property also hosts the Breccia Pipe Deposit, which contains a NI 43-101 Indicated gold resource of 267,400 ounces (4,187,000 tonnes at 1.99 g/t Au), plus an Inferred gold resource of 35,900 ounces (1,353,000 tonnes at 0.83 g/t Au). The deposit is exposed on surface and remains open at depth and along strike.

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Exploration Work

Exploration programs to date over the 15 km mineralized strike length at the Golden Zone property have defined three major target areas within this district scale property. The current Breccia Pipe Deposit resource and Mayflower Extension Zone lies within one of these target areas. Copper King and the recently discovered JJ - J4 zone and MJ zone lie within the other two target areas. Below is a summary of the relevant exploration results on the property.

In 2018, the Company completed the following.

• Discovery of the JJ Zone, a new gold showing that hosts multiple vertical dipping sulphide-bearing gossans (disseminated to semi-massive pyrite with chalcopyrite and arsenopyrite hosted within siltstones and sandstones) ranging in thickness from 0.5 to +3.0 m over a true width area of approximately 150 m, a vertical exposure of 300 m and a strike length of at least 500 m. Eight of twenty-three grab samples assayed greater 0.95 g/t Au with highlight samples in the gossan zones ranging from 2.08 g/t Au to 6.14 g/t Au. Samples from interbedded sediments are also mineralized and range from 0.098 g/t Au to 0.965 g/t Au, which allows for a large-scale bulk tonnage opportunity.

• Drilling and trenching highlights in the Copper King/S. Long Creek prospect area.

• Hole CK18-01 intersected 9.1 m grading 8.71 g/t Au, 80.8 g/t Ag and 3.57% Cu in hole CK1801 from 3.9 m to 13.0 m.

• A surface trench (T18-09) located in the same vicinity as hole CK18-01 returned 30.0 m grading 2.24 g/t Au, 67.2 g/t Ag and 2.79% Cu.

• 3.0 m grading 16.08 g/t Au, 50.6 g/t Ag and 0.78% Cu was encountered in a trench located 750 m from the high-grade Copper King mineralization (hole CK18-01) attesting to the size of the mineralizing system in the Copper King/Long Creek area. This mineralization, located on the southern flank of a large CSAMT high, and is hosted in a conglomeratic unit. Within a 200m vicinity of the Copper King prospect, Avidian previously collected surface rock grab samples that graded:

  • 1.44 g/t Au, 87.5 g/t Ag and 3.29% Cu in a conglomeratic unit;

  • 1.51 g/t Au, 67.0 g/t Ag and 1.05% Cu in siltstones;

  • 6.86 g/t Au, 192 g/t Ag and 9.65% Cu in siltstones, and;

  • 4.8 g/t Au, 106 g/t Ag and 1.41% Cu in a quartz-eye granite stockwork.

• A CSAMT geophysical survey was conducted over the +3 km long Copper King, Long Creek and S. Long Creek trend. Multiple resistivity highs were mapped which are interpreted to be highly prospective areas for gold and copper mineralization. Many of the CSAMT resistivity high features correspond with magnetic lows identified in a previous helicopter-borne aeromagnetic survey and are coincident with known mineralization in the Copper King and Long Creek area.

• Drilling within the Breccia Pipe and Mayflower area yielded the following results:

• Hole GZ18-04 was drilled down the plunge of the Breccia Pipe Deposit to test for mineralization within the monzodiorite hosting the Breccia Pipe Deposit that is not included in the current resource estimate and to infill the southwestern margin of the pipe. This hole encountered 107.31 m grading 4.76 g/t Au down plunge within the sulphide rich portion of the Breccia Pipe Deposit and 21.59 m grading 1.66 g/t Au within the host monzodiorite including 3.60 m grading 5.53 g/t Au. This latter mineralization indicates potential for additional resources to be developed within the monzodiorite that hosts the Breccia Pipe Deposit.

• Within the Mayflower Extension Zone ("MEZ"), hole GZ18-02, located approximately 400 m northeast of the Breccia Pipe Deposit, was drilled to follow up on the mineralization intersected in 2017 hole GZ17-10 that returned 21.6 m grading 1.46 g/t Au in a conglomeratic unit. GZ1802 drilled 50 m southwest of hole GZ17-10 intersected 17.7 m grading 2.12 g/t Au in

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conglomerates which is interpreted to be related to the mineralization in hole GZ17-10. This hole also bottomed in conglomerates that ran 1.04 g/t over 17.7 m. The last 3 m returned 2.6 g/t Au indicating that the mineralization remains open on strike and at depth.

• The MEZ remains open to the southwest in the direction of the Breccia Pipe Deposit. It is also open to the northeast and at depth. The MEZ represents excellent potential for defining additional resources in the area of the Breccia Pipe Deposit. In addition, the MEZ mineralization is dominantly hosted in a conglomeratic unit which is interpreted to represent leakage mineralization from the Breccia Pipe deposit. This suggests the potential root of the Breccia Pipe Deposit may underlie the MEZ or lie between the two identified areas of mineralization.

During 2019, 92 grab samples were collected from a helicopter based prospecting program, 246 chip/channel samples from a detailed sampling program at JJ Zone and 296 soil samples and 94 biogeochemical samples over the MEZ and to the northeast of this zone.

Highlight results from the 2019 work program are as follows (press releases of November 11 and 13 , 2019).

• Identified a new mineralized occurrence (MJ) located 3.4 km SW of the JJ Zone; MJ returned grab samples of 5.17 g/t Au and 4.2 g/t Au and 2.77% Cu over an area at least 200 m x 200 m and open.

• Prospecting at the JJ - J4 Zone extended the strike length of this occurrence to at least 750 m and it still remains open in both directions; it is now identified over an area of 120 m wide, 300 m in height from the valley floor and >750 m in length with highlight grab samples of gossan zones ranging from 2.08 g/t Au to 6.14 g/t Au and chip samples of 12.0 m @ 1.40 g/t Au and 6.0 m @ 1.85 g/t Au .

• The Breccia Pipe deposit has had limited drill testing below 200 m from surface resulting in incomplete testing of the margins of the pipe as well as the enclosing mineralized monzodiorite host rock, particularly in the southwest portion of the breccia body which will require follow up drilling.

• Adjacent to the Breccia Pipe deposit is the MEZ, which is predominantly skarn/replacement type mineralization within a conglomeratic unit, occurring over a strike length of 350 m. The most apparent extension of this zone is to the NE where it projects into a gold-in-soil anomaly.

• the BLT shear zone mineralization that trends through the Breccia Pipe deposit and currently forms a small part of the present resource can be traced for over 1.5 km. Limited drilling has been completed on the BLT shear zone over this strike length. It remains open to the NE where it strikes into a gold-in-soil anomaly.

It should be noted that, due to their selective nature, assay results from grab samples noted may not be representative of the overall grade and extent of mineralization on the subject areas. All drill core assays noted above are presented in core length as at this time there is insufficient data with respect to the orientation of the mineralized intersections to calculate true widths.

Next Steps

While a preliminary follow up work program and budget consisting of drilling and further prospecting, mapping and sampling is being considered and further refined, the current COVID-19 Pandemic and related work and travel restrictions associated with it have resulted in Avidian temporarily suspending any field activities. Avidian is currently monitoring travel and work conditions so as to ensure a safe environment for its employees and all stakeholders in the area and plans on carrying out a 2020 program during the summer season once it is deemed feasible and safe.

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B. Amanita

Location, tenure and historic data

The Amanita property is comprised of State of Alaska claims totaling 1,460 hectares (14.6 sq km) and is located 15 km northeast of Fairbanks, Alaska, and approximately 5 km southwest and contiguous to the Fort Knox open-pit gold mine. Fort Knox is currently producing approximately 380,000 oz of gold per annum at a grade of less than 0.5 g/t Au. The Fairbanks mining district has historically produced in excess of 20 Moz of gold. Mineralization at Fort Knox is contained within a northeast/southwest structural corridor that trends southwest directly onto the Amanita property. This corridor at Amanita is approximately 1.6 km long and hosts multiple historical drill intersections >1.5 g/t Au, such as 13.7 m at 3.0 g/t Au and 4.5 m at 11.4 g/t Au, with visible gold noted in some of the drill holes as well as in selected float samples. This corridor has been sparsely drill tested, with the drill intersections all occurring at a depth of less than 150 m.

Exploration Work

Avidian believes the Amanita property has the potential to host one or more oxide gold resources within a 4 km long mineralized structural corridor that trends directly onto the adjacent and contiguous Fort Knox gold mine property. Historical drilling along this corridor (referred to as the Tonsina Trend) indicates that oxide gold mineralization extends from surface to a depth of at least approximately 150 m. Historical reverse circulation drilling of 30 holes (from a drill campaign of 39 holes) intersected gold grades of > 1.0 g/t Au over widths of 1.5 m, with visible gold identified in six holes. Some highlight intersections include 14 m of 3.02 g/t Au, 11 m of 1.08 g/t Au, 5 m of 2.30 g/t Au and 3 m of 14.04 g/t Au.

During the July and August of 2019, a trenching program comprised of 6 trenches for 1,725 m with the collection of 722 rock chip samples was completed. Highlight trenching results (January 7, 2020 press release) are as follows.

• 94.5 m of 3.04 g/t Au, including 22.5 m of 11.51 g/t Au or 6.0 m of 13.10 g/t Au;

• 27.0 m of 4.22 g/t Au including 6.0 m of 13.85 g/t Au and 6.0 m of 2.48 g/t Au

Next Steps

Avidian is planning on a follow up to drilling program to further evaluate the highly successful trenching results reported above. However as is the case above with the Golden Zone Project, the current COVID19 Pandemic and related work and travel restrictions associated with it have resulted in Avidian putting on hold any field activities. Avidian is currently monitoring travel and work conditions so as to ensure a safe environment for its employees and all stakeholders in the area and plans on carrying out a summer 2020 program once it is deemed feasible and safe.

NEVADA PROJECTS

C. Jungo Property

The 2,000 hectare (20 sq km) Jungo Property is situated within the Humboldt mineral trend, Nevada, that hosts the multi-million ounce Hycroft and Sleeper gold deposits. Hycroft hosts 10.5 Moz of proven plus probable reserves plus 11 Moz of measured plus indicated resource. Sleeper has produced +1.6 Moz and contains a resource of 3.1 Moz of measured plus indicated and 1.5 Moz inferred. The Jungo property lies between these two deposits.

Historical work on the property has outlined a 5 km long gold-copper system that has been sparsely tested by geophysics, trenching and drilling. Historical drilling along the 5 km strike length includes: 1.52 m at 2.5 g/t Au, 71.6 g/t Ag and 0.67 % Cu, 7.62 m at 0.90 g/t Au, 28.9 g/t Ag and 1.73% Cu, and 12.19 m at 1.29 g/t Au, 28.6 g/t Ag and 0.72% Cu. Historical trenching along the 5 km strike length includes: 6.10 m at 2.12 g/t Au, 6.10 m at 1.21 g/t Au, and 3.05 m at 2.36 g/t Au.

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Next Steps for Jungo

No exploration activity took place on the Jungo property during fiscal 2020. Avidian is evaluating the possibility spinning out this property into another vehicle, either private or public, so as to maximize its unrecognized value for Avidian shareholders.

- NEWFOUNDLAND PROJECTS (HIGH TIDE) See Creation of High Tide Resources Corp. Evaluation and Exploration Expenditures

During the nine months ended March 31, 2020, a total of $1,773,941 (2019 - $2,010,240) was incurred for project costs, as follows:

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Nine months ended Nine months ended
March 31, 2020 March 31, 2019
Golden Zone
$198,611 $513,269
Geology consulting fees
- 455,084
Drilling
3,411 206,697
Equipment rental and fuel
8,033 191,230
Camp supplies
31,472 137,571
Assays
- 113,795
Geophysics
266,578 277,820
Acquisition and holding costs
$508,105 $1,894,466
Amanita
$58,501 $45,158
Acquisition and holding costs
28,180 -
Assays
166,876 2,485
Geology consulting fees
$253,557 $47,643
Jungo
$38.743 $36,197
Acquisition and holding costs
Labrador West
Acquisition and holding costs $693,685 $-
Equipment rental and fuel 82,334 -
Geology consulting fees 132,520 -
$908,539 $-
Black Raven
$7,613
Acquisition and holding costs $(1,379)
Geology consulting fees 65,091 -
$7,613
$63,712
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Others
Acquisition and holding costs $1,285 $14,745
Geology consulting fees - 8,676
$1,285 $23,421
Total Evaluation and Exploration Expenditures $1,773,941 $2,010,340
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4.5 SUMMARY OF QUARTERLY RESULTS

The following are selected financial data from the Company’s Interim Financial Statements for the last eight quarters, ending with the most recently completed quarter, being the three months ended March 31, 2020:

	2020	2020	2020	2019	2019	2019	2019	2018
	Q3	Q2	Q1	Q4	Q3	Q2	Q1	Q4
Total revenue Net loss (earnings) Net loss (earnings) per share - basic and fullydiluted	- $	- $	- $	- $	- $	- $	- $	- $
	867,571	523,246	1,049,200	24,146	(603,107)	(709,027)	2,775,569	226,646
	0.01	0.00	0.01	0.00	(0.01)	(0.01)	0.05	0.01

4.6 LIQUIDITY AND CAPITAL RESOURCES

The Company finances its activities by raising capital in the equity markets and has no regular source of revenue or cash flow. The Company is dependent upon its ability to obtain the necessary equity financing to generate sufficient amounts of cash and cash equivalents, in the short and long term to meet its obligations as they become due and finance its exploration programs.

The Company’s property interests are at an early stage of exploration and, in common with many exploration companies, it raises financing for its evaluation and exploration activities in discrete tranches. The existing funds may not be sufficient to explore potential gold project acquisitions and in due course, further funding could be required.

The Company's ability to continue as a going concern is highly dependent on its ability to obtain additional sources of financing to successfully explore, evaluate and develop gold projects and ultimately, to achieve profitable operations. The success of these endeavours cannot be predicted at this time. The Interim Financial Statements do not reflect adjustments to the carrying values and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern, and such adjustments may be material.

On August 16, 2019, the Company announced the closing of a CDN$2,048,077 (US$1,541,587) nonbrokered private placement. The proceeds from this financing are being used to: a) reduce indebtedness; b) meet the financial obligations of the Company for ongoing corporate costs; and c) to advance exploration on Avidian’s current projects.

In 2019, the Company relied on proceeds from the issuance of subsidiary shares and the exercise of options totaling $330,562 to finance operations.

4.7 ESTIMATED WORKING CAPITAL REQUIREMENTS

The Company’s working capital requirements are discussed in detail in the Results of Operations and Financial Condition sections. Fixed costs to maintain operations, pay taxes and overheads are about $180,000 per annum. Annual corporate and general costs to maintain the requirements of a listed Company

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are estimated to be about $75,000. Therefore, minimum working capital requirements are estimated at $255,000 per year. Project costs vary.

4.8 OUTSTANDING SHARE DATA

As at	Common Shares	Warrants	Stock Options	Fully Diluted
June 30, 2019	64,150,961	8,602,483	3,483,125	76,236,569
March 31, 2020	94,402,899	9,676,880	6,969,125	111,048,904
May 28, 2020	94,402,899	9,676,880	6,851,149	110,930,928

4.9 RELATED PARTY TRANSACTIONS

In accordance with IAS 24, key management personnel are those having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and nonexecutive) of the Company.

The remuneration of key management personnel is comprised of fees paid to officers for the period ended March 31, 2020 totaling $36,562 (2019 - $43,444), consulting fees of $84,724 (2019 - $nil) and share-based compensation of $130,465 (2019 - $1,689).

4.10 OFF-BALANCE-SHEET TRANSACTIONS

There are no off-balance sheet transactions contemplated at this time.

4.11 PROPOSED TRANSACTIONS

The Company has no proposed transaction to acquire or dispose of any asset, however Management has been actively Identifying and evaluating new opportunities with the goal of acquiring additional mineral exploration projects, as industry conditions are creating opportunities for companies such as Avidian, to expand their asset base.

4.12 ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

a) Changes in Accounting Policies

The Interim Financial Statements of the Company and its subsidiaries have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board ("IASB") and interpretations of the International Financial Reporting Interpretations Committee ("IFRIC") effective for the Company's reporting for the nine months ended March 31, 2020.

The significant accounting policies of the Company are summarized in Note 2 of the Company’s Annual Financial Statements. New accounting standards and amendments issued but not yet adopted are also addressed in the Interim Financial Statements. Management does not expect the adoption of such new standards and amendments to have any material impact on its Annual Financial Statements.

b) Critical Accounting Estimates

The Company prepares its consolidated financial statements in accordance with IFRS. Under IFRS, Management is required to make judgments, estimates and assumptions about future events that could affect the carrying amounts of the assets and liabilities. Although these estimates are based on Management’s best knowledge of the amount, event or actions, actual results may differ from those estimates and these differences could be material.

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The areas that require Management to make significant judgments, estimates and assumptions in determining carrying values include, but are not limited to:

• i. the assessment of the primary economic environment in order to determine the Company’s functional currency;

• ii. the carrying valuation of assets and impairment charges;

• iii. the valuation of the accretion and derivative liability of compound financial instruments;

• iv. the inputs used in accounting for valuation of warrants and options which are included in the statement of financial position;

• v. the inputs used in accounting for share-based payment expense in the statement of loss;

• vi. the $nil provision for decommissioning and restoration obligations which are included in the statement of financial position;

• vii. the inputs used for assessing impairment included the estimates of the discounted figure after-tax cash flows expected to be derived from the Company’s mining properties;

• viii. the existence and estimated amount of contingencies; See Section 4.14 - Commitments and Contingencies and

• ix. the determination of the Company’s provision for taxes.

4.13 FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments

The Company’s financial assets are classified in the following categories: at fair value through profit or loss or as loans and receivables. The classification depends on the purpose for which the financial assets were acquired. As at March 31, 2020, the Company’s financial assets are comprised of cash and amounts receivable.

Financial assets at fair value through profit are carried at fair value. Gains and losses are reflected in the consolidated statements of operations and comprehensive loss.

Cash, and amounts receivable are classified as loans and receivables and are recognized initially at fair value and subsequently measured at amortized cost.

Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the Company has transferred substantially all risks and rewards of ownership. The Company assesses at each financial reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired.

The Company’s financial liabilities consist of trade payables, accrued liabilities, warrant liability, convertible debenture and conversion option component of convertible debenture. Trade payables, accrued liabilities and convertible debenture are classified as other financial liabilities and are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method. Financial liabilities are derecognized when the contractual obligations are discharged, cancelled or expired. The Company’s conversion option component of the convertible debenture is classified as fair value through profit and loss and are recognized initially at fair value and subsequently re-measured at fair value at each reporting date.

Financial Risk Factors

The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (including interest rate, foreign exchange rate, and commodity price risk). Risk management is carried out by Management with guidance from the Audit Committee under policies approved by the Board. The Board also provides regular guidance for overall risk management. There have been no significant changes in the risks, objectives, policies and procedures during the reporting period.

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Credit risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is attributable to cash. Cash is held with a reputable financial institution, from which Management believes the risk of loss to be remote. The Company’s believes it has no significant credit risk.

Liquidity risk

Liquidity risk arises through an excess of financial obligations over financial assets at any point in time. The Company’s approach to managing liquidity risk is to maintain readily available cash to continue operations and meets its financial obligations when they become due.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.

(a) Interest rate risk

The Company has cash balances and no interest-bearing debt. Management is satisfied with the credit ratings of its banks.

(b) Foreign currency risk

The Company is exposed to foreign currency risk on fluctuations related to cash and trade payables and accrued liabilities that are denominated in US Dollars ("USD").

(c) Commodity price risk

The Company is exposed to price risk with respect to gold prices. Commodity price risk is defined as the potential adverse impact on earnings and economic value due to gold price movements and volatilities. The Company closely monitors gold prices to determine the appropriate course of action to be taken by the Company.

4.14 COMMITMENTS AND CONTINGENCIES

The Company’s exploration activities are subject to various federal, provincial, state and international laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company strives to conduct its operations so as to protect public health and the environment and believes its operations are materially in compliance with all applicable laws and regulations.

The Company is obligated to spend CDN$830,000 (US$630,468) by December 31, 2020 for the issuance of flow-through shares by High Tide Resources Corp. The flow-through agreements require the Company to renounce certain tax deductions for Canadian exploration expenditures incurred on the Company’s mineral properties to flow-through participants. The Company indemnified the subscribers for any related tax amounts that become payable by the subscribers as a result of the Company not meeting its expenditure commitments. Subsequent to year end, High Tide Resources Corp. filed the renunciation for the CDN$362,000 flow through financing completed in December 2018.

See Notes 15 and 16 from the interim financial statements for the period ended March 31, 2020.

4.15 RISKS AND UNCERTAINTIES

Although Management attempts to mitigate risks associated with exploration and mining and minimize their effect on the Company’s financial performance, there is no guarantee that the Company will be profitable in the future and the Company’s Common Shares should be considered speculative.

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COVID - 19

In March 2020, the World Health Organization declared a global pandemic related to COVID-19. Its impact on global economies has been far-reaching and business around the world are being forced to cease or limit operations for long or indefinite periods of time. Measures taken to contain the spread of the virus, including travel bans, quarantines, social distancing, and closures of non-essential services have triggered significant disruptions to businesses worldwide, resulting in an economic slowdown.

Laws and Regulations Governing Operations

The operations of the Company’s properties will be subject to various laws and regulations relating to the environment, prospecting, development, production, waste disposal and other matters. Amendments to current laws and regulations governing activities related to the Company’s mineral properties may have material adverse impact on operations.

Exploration, Development and Operating Risk

Mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation, may not be able to overcome. Operations in which the Company has a direct or indirect interest will be subject to the hazards and risks normally associated with mineral exploration and the development of deposits, many of which could result in work stoppages, damage to property, and possible environmental damage. Mining involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. None of the properties in which Avidian has an interest has a defined orebody and there is no assurance that any of Avidian’s mineral exploration and development activities will result in the discovery of a commercially viable mineral deposit. Exploring in a foreign jurisdiction subjects the Company to additional risks including potential political change, changes in law or policies, inability to obtain permits or delays in obtaining them, limitations on foreign ownership and other risks not specified here. Foreign currency fluctuations may also adversely affect the Company’s financial position and operating results.

Ability of Community Stakeholders to Impede Project Success

The Company recognizes that it is crucial that it engages with key constituency groups to mitigate the social and business risk associated with exploration on properties owned by non-shareholding stakeholders.

Property Title

Property title may be jeopardized by unregistered prior agreements or by the Company not fully complying with regulatory requirements.

Although the Company has taken steps to verify title to the properties on which it is conducting exploration, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee that challenges to the titles may not emerge.

Environmental Matters

The Company’s exploration activities are subject to various federal, cantonal, provincial and international laws and regulations governing the protection of the environment. The Company believes that its operations are materially in compliance with all applicable laws and regulations. However, the Company has engaged, and is reliant upon, an environment specialist consultant to keep the Company informed and compliant with respect to environmental rules and regulations.

Funding

The Company’s exploration activities are subject to various federal, cantonal, provincial and international laws and regulations governing the protection of the environment. The Company believes that its operations are materially in compliance with all applicable laws and regulations. However, the Company has engaged,

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and is reliant upon, an environment specialist consultant to keep the Company informed and compliant with respect to environmental rules and regulations.

Foreign Currency

The Company has projects in the US, therefore the Company is exposed to foreign currency risk on fluctuations related to cash and trade payables and accrued liabilities that are denominated in US Dollars (USD). Management believes that the foreign exchange risk derived from currency conversions is best served by not hedging its foreign exchange.

4.16 QUALIFIED PERSON

The foregoing and technical information contained has been prepared or reviewed by Dino Titaro, Director, who is a registered Professional Geologist and is a “Qualified Person” for the purposes of National Instrument 43-101, Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators.

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