Badlands Resources — Interim / Quarterly Report 2021

Feb 24, 2021

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MINERAL MOUNTAIN RESOURCES LTD.

(the “Company” or “Mineral Mountain”)

FORM 51-102F1

MANAGEMENT DISCUSSION AND ANALYSIS

For the Nine Months Ended December 31, 2020

The following Management Discussion and Analysis (“MD&A”) has been prepared by management as of February 24, 2021, should be read in conjunction with the unaudited interim consolidated financial statements and related notes of the Company for the nine month period ended December 31, 2020, and the audited consolidated financial statements of the Company together with the related notes thereto for the year ended March 31, 2020. The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). All amounts are stated in Canadian dollars unless otherwise indicated.

Statements in this MD&A that are forward-looking statements (see “Forward Looking Statements”) are subject to various risks and uncertainties concerning the specific factors disclosed under the heading “Risk and Uncertainties”. Such information contained herein represents management’s best judgment as of the date hereof based on information currently available. The Company does not assume the obligation to update or revise any forwardlooking statement, whether as a result of new information, future events or any other reason.

OVERVIEW

The Company was incorporated in British Columbia under the laws of the Business Corporations Act on September 1, 2006. The Company’s common shares are listed on the TSX Venture Exchange (TSX-V) under the symbol “MMV”, on the OTCQB under the symbol “MNRLF”, and on the Frankfurt Stock Exchange (FSE) under the symbol “M8M”.

The Company’s mandate is to identify, either in North America or globally, underexplored Archean and/or Paleoproterozoic-age greenstone belts that have had a long history of large-scale gold production, are located in safe jurisdictions, and are judged by our experienced technical team to be geologically favorable for the systematic exploration and the discovery of district-scale gold deposits. Another important selection criteria, for the Company’s highly experienced technical team, is that prospective underexplored greenstone belts are located in politically safe, mining friendly jurisdictions.

Between July 2010 and May, 2012, the Company’s initial focus was in Canada where it conducted gold exploration programs in South Central, British Columbia, in the Straw Lake area of northwestern Ontario, and, in the Shining Tree area of northeastern Ontario. In July 2012, the Company’s technical team identified a more advanced, underexplored gold opportunity in the Keystone Gold District located in the Black Hills area of South Dakota, U.S.A.As a result, the Company changed its focus to the systematic search for Early Proterozoic iron formation (BIF) hosted gold deposits occurring along the 70 km-long Homestake Gold Trend. The Keystone Gold District is approximately 70 km south of the world’s largest and richest orogenic gold deposits having produced over 40 million ounces of gold.

In July 2012, the Company entered into an option agreement with Holy Terror Mining Company, a private company that owned a property hosting six historical gold producers situated in the Keystone Gold District situated about 70

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km south of the Homestake Mine. The Holy Terror property is located within the Homestake Gold Trend in the Black Hills of South Dakota, U.S.A. In October 2016, due to a dramatic downturn in the overall mining industry making it difficult to raise exploration funds, the Company terminated the Holy Terror Option Agreement and began to focus on the Rochford Gold District, situated along the Homestake Gold Trend 26 km south of the Homestake Mine and 38 km north-northeast of the Holy Terror Project. In all three areas, Homestake Mine, Rochford and Holy Terror, hydrothermal gold mineralization is hosted exclusively in altered and sheared iron formation and produced preferentially from fold structures locally known at the Homestake Mine as “Ledges”. Beginning in the fall of 2012, the Company began a program of considerable land consolidation in the Rochford Gold District, by physical claim staking and by mineral property purchases. Coincidentally, the Company systematically acquired a large-scale comprehensive database for the entire Rochford District from 2013 to 2016. In early 2013, the Company completed a high resolution airborne EM and Mag survey (HeliTEM) covering the Company’s entire Rochford area land package totaling over 7,500 acres and covering over 30 sq. mi.. Based on the Company’s research and it’s comprehensive database, Mineral Mountain’s technical team concluded that the Rochford District had geological characteristics that were similar to the Homestake Mine host rocks and was vastly underexplored employing modern technology. Following 3D modelling of the Company’s airborne survey, three unusually large magnetic bodies associated with gold-hosted banded iron fromation (BIF) were highlighted trending through the Rochford District. Each of the three magnetic bodies were considered to be potential Homestake-style gold targets. The largest magnetic body of the three coincided with the Standby Mine which occurs in a folded plunging syncline. The intersection of the regional structure, the Homestake Gold Trend, and the highly deformed and hydrothermally altered iron formation unit hosting the Standby Mine deposit was interpreted to be a strong Homestake-style gold target that warranted a core drilling program. A 9-hole Phase 1 drilling program totaling 2,937 meters was completed between February, 2018 and October, 2018. Eight of the nine drill holes intersected Homestake-style gold mineralization across widths of up to 30 meters within the East Limb Structure (Standby Shear Zone) to a vertical depth of 500 meters.

Between October 2019 and March, 2020, the Company completed a 7-hole Phase 2 drill program totaling 2,551.35 meters. Initially, a “pilot hole” was drilled in a SSE direction down the interpreted plunge of the folded syncline and, although it was targeted to test a high grade intersection recorded by Homestake Mine in 1987 about 1800 metres down plunge from surface, this hole was stopped at 720.10 metres primarily due extensive hydrothermal alteration and continuous hole deviations.

On March 30, 2020, the Company announced its COVID-19 initiatives that the Company is complying with governmental orders and advice, and internal company protocols on travel restrictions, social distancing, and allowable business activities during the ongoing COVID-19 pandemic in order to keep Company personnel, contractors and local community contacts safe during this uncertain period. Management will continue to assess the timing of when active drilling and fieldwork can be resumed. Currently, all Company personnel are working remotely but in regular voice and data communications as the Company progresses the compilation and targeting.

In June 2020, the Company staked 3 unpatented BLM mineral claims totaling 61.98 acres (25.08 hectares). On September 1, 2020, the Company paid the renewal fees for 458 BLM unpatented mineral claims located in Pennington and Lawrence Counties.

In October 2020, the Company completed a non-brokered private placement of 2,916,667 units at a price of $0.30 per unit for gross proceeds of $875,000. During the first three quarters of fiscal 2021, the Company also received gross proceeds of 1,524,425 from the exercise of stock options and warrants.

– Standby Gold Project (2012 2020)

Note: In previous management discussions and analysis, the Standby Gold Project was previously referred to as the “Rochford Gold Project” or “Rochford Project”. The project name was changed to avoid confusion with the Rochford Gold District.

As part of the Company’s extensive research and geological assessment of the local area’s unique gold potential along the Homestake Gold Corridor, the Company’s technical team identified the Rochford Gold District in late 2012 to be a highly prospective, under-explored Paleoproterozoic greenstone belt that, based on recent studies, was considered to have the strong potential to discover other Homestake-style gold hosted iron formation deposits. While conducting field traverses in the Rochford area, the team found that, due to the downturn in the mining

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industry, a number of past gold producers were open for claim staking and, as a result, a contiguous segment of the Homestake Gold Corridor hosting several historical small high grade gold producers were consolidated by Mineral Mountain. In all, over 7,500 acres were staked as unpatented mineral claims by the Company in the Rochford District and an Option to Purchase the Standby Mine patents was made.

The Rochford Gold District is located 27 kilometers (16 miles) south of the Homestake Mine and is situated along the northwest-southeast trending Homestake Gold Trend which has been traced by mapping for about 70 km (44 miles) in length. Consistent with the Company’s mandate, the Rochford District was determined to have a remarkably similar geological environment to the Homestake Mine area. Through due diligence by the Company’s technical team, it was determined that the Rochford Gold District had not been the focus of systematic exploration by either major gold producers or by junior mining companies since 1997. In fact, the most serious exploration for gold occurred between 1986 and 1989. Historically, land tenure in the area was fragmented with multiple property owners and, as a result, was never consolidated by past explorers. During the last positive gold cycle the mining industry experienced between 2004 and 2010, exploration in the Rochford District was sporadic and not concentrated. As a result, compared to other global prospective greenstone belts, this district remained largely under-explored primarily because modern exploration techniques, in general, were not employed along the Homestake Gold Trend.

In the fall of 2012 and early 2013, the Company began an aggressive program of land consolidation in the Rochford District initially acquiring, by professional claim staking, a total of 289 unpatented mineral claims covering a number of historical gold producers associated with folded banded iron formation (BIF). Subsequently, in February 2013, the Company conducted a low level, high resolution helicopter-borne HeliTEM magnetic and electromagnetic survey covering a 30 sq. km area encompassing the Company’s 289 unpatented mineral claims and a broader area covering the most prospective portion of the Rochford greenstone belt. The survey was able to trace multiple subparallel bands of iron formation, similar to those hosting the Homestake Mine (which produced over 43 million ounces of gold over a 125 year-period) trending through the project area in a northeast southwest direction, some of which were not exposed on surface.

Following a field assessment of the airborne magnetic and electromagnetic trends and a search of the local mineral titles and ownership, the Company launched an aggressive program of additional land consolidation, entering into an option to purchase agreement for the historical Standby Mine patents and acquiring the most comprehensive database ever assembled for the Rochford Gold District. With the discovery of the Homestake Mine in 1875, a major staking rush took place along the entire Homestake Gold Trend, a distance of approximately 70 kms. The Rochford Gold District was blanketed by multiple land holders and ownership along the belt was very fragmented. Beginning in late 2012, the Company, for the first time, consolidated the most prospective land and mineral rights in the Rochford District and assembled the comprehensive database assembled for the Rochford District. The database included historical diamond drilling completed by six major gold companies estimated to exceed $US 20 million in historical exploration costs.

On March 1, 2016, the Company announced the purchase of two (2) strategically located gold properties totaling 19 unpatented lode mineral claims totaling 380 acres (152 hectares) from BHB Partners, the South Standby and the Cochrane South properties. As well, the Company assembled a comprehensive database consisting of over $US 20 million in historical exploration costs completed by six major gold companies. On June 22, 2016, the Company staked an additional 37 unpatented lode mineral claims totaling 606 acres (242 hectares) south of the South Standby property acquired from BHB Partners. The claims were staked to provide better coverage along the 5.5 km long Standby-South Standby-Lookout Mine structural corridor. On September 2, 2016, the Company signed an Option to Purchase agreement on the historical Standby Mine property consisting of nine (9) contiguous patent claims totaling 67.45 acres (27 hectares). In September 2019, the Company completed the Option to Purchase Agreement thus owning 100% of the Standby patents. In October 2016, the Company purchased a proprietary digital database generated from core diamond drilling that was conducted by Homestake Mining Company between 1967 and 1988, and never before released to the public. The proprietary digital database consisted of 71 diamond drill holes totaling 22,393 meters of which 17 holes totaling 14,723 meters were drilled on the Standby Mine Property.

Between the period from January to June 30, 2017, the Company engaged the services of Earthscan Geoscience, a consulting group specializing in the compilation of the recently acquired comprehensive database. Since the data acquired was from multiple sources and from different generations, Earthscan Geoscience was able to get the data

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into a workable digital format compatible with several modern software programs. On May 2, 2017, the Company was issued EXNI permit 427 to drill 10,000 meters to define the down plunge extension of the Standby Mine gold deposit and was granted a water use permit for drill testing purposes. A diamond drill contract to drill 3,000 meters consisting of a minimum of 9 holes was signed with First Drilling, a Colorado based drill firm, in October 2017.

From February 11th, 2018 through to end of March, 2018 the Company completed 3 of the planned 9 drill holes on the Standby Mine patents totaling 1,322 meters, All three drill holes tested the upper 320 meters of the East Limb Structure. The drill program was voluntarily halted due to degrading road conditions due to spring thawing. Following the upgrading of the access road, drilling resumed on June 4, 2018. Between that period and August 7[th] , 2018, the Company completed an additional three (3) holes for a grand total of 2,155 meters drilled to date. Finally, between August 8[th] and September 5[th] , 2018, the Company completed an additional 3 holes totaling 782 meters. In all, 9 drill holes totaling 2,937 meters were completed in Phase 1. Based on the positive results recorded in Phase 1, the Company developed a plan to drill a 1600 meter long “trunk hole” down plunge along the East Limb Structure to drill test two historical gold zones previously intersected by Homestake Mining between 1986 and 1987. The deepest gold zone to be tested was at about a 1,000 m veritcal depth. Directional drilling techniques and drill rig capable of drilling to 2800 m depths was used for Phase 2. To accomplish the deep drill testing, a total of 4,000 meters of drilling was planned for Phase 2. In September / October 2019, the Company recently closed a nonbrokered private placement and raised an aggregate of $2,409,130.

The Phase 2 drill program was intiated on September 27, 2019 with the “trunk hole” (ST19-011) attaining a down plunge total depth of 1050 m. ST19-011 was terminated in early December 2019 due to difficulties in maintaining the desired dip and angle of this hole. A second hole, ST19-012, was drilled to test the down dip extension of Target #1 prior to the holiday period. Drilling was halted on December 18[th] , 2019 and from October 2019 through to March 2020 a total of 2,551.35m were completed.

As of the date of this report, the Company controls a 100% interest in 461 unpatented lode mineral claims totaling 7,577.79acres (3,066.73) hectares in the Rochford District and nine (9) patented claims totaling 67.45 acres (27 hectares) for a grand total of 7,645.24 acres (3,094.03 hectares) owned by the Company in the Rochford District.

MINERAL EXPLORATION ACTIVITIES

Standby Gold Project, Black Hills of South Dakota

The Rochford Gold District is situated within the Homestake Gold Trend 27 kilometers (16 miles) south-southwest of the Homestake Mine, one of the largest gold producers in North American history and the largest iron formationhosted gold deposit of its kind in the world. The Company’s experienced technical team concluded that, the Homestake Mine and the Rochford District were remarkably similar in host rock composition, structural style, metamorphic grade, and gold mineralization concluding that the Rochford District had the potential to contain more than one economic gold deposit. More than 45,000,000 ounces of gold have been produced from the Black Hills, with the majority from the world famous Homestake Mine (~43,000,000 ounces of Au) in Lead, South Dakota.

In late 2012, the Company acquired a significant presence in the Rochford District by staking 289 unpatented mineral claims totaling 4,474 acres (1,810 hectares) covering a 7 km by 2 km segment. The claims were staked to cover 9 historical past high grade gold producers.

Between February and March, 2013, the Company completed a HeliTEM electromagnetic and magnetic airborne geophysical survey over the Standby Project area totalling 977.4 line km. Following further research, due diligence and numerous site visits to the Rochford District, in October 2015, the Company purchased two strategically located gold properties totaling 19 unpatented mineral claims and a comprehensive database that was never previously disclosed consisting of over $US 20 million in historical exploration (primarily diamond drill results) from BHB Partners, a US based private group of geologists. The database and two gold properties were purchased for 4 million post-consolidated shares of the Company and no cash payment.

In mid-March, 2016, the Company increased its landholdings in the Rochford District by staking an additional 37 unpatented mineral claims to provide better coverage along the Standby Mine-South Standby-Lookout Mine 5.5 km

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long structural corridor. By mid-March, the Company had assembled a total of 345 unpatented mineral claims totaling 5,447 acres (2,204 hectares).

On September 12, 2016, the Company signed an exploration agreement with an option to purchase a 100-% interest in the historic Standby Mine property, a “turn of the century” high grade gold producer located in Pennington County and consisting of 9 contiguous patent claims totaling 67.45 acres. Gold mineralization at the Standby Mine is hosted in a synclinally folded, southeasterly plunging gold-hosted iron formation geologically similar to the Ledge-type deposits developed at the Homestake Mine. The Company also increased its landholdings in the Rochford District by staking an additional 113 unpatented mineral claims along the Standby Mine-South StandbyLookout Mine. By end of March 2017, the Company had assembled a total of 458 unpatented mineral claims totaling 7,291 acres (2,951 hectares).

In April 2017, the Company engaged to services of Condor Geophysical Consulting based in Colorado, USA to conduct a Geo Interpretation of the magnetic data and a geophysical assessment of the airborne survey flown for the Company by Fugro in 2013. A final report was received from Condor in September 2017. In addition, the Company engaged the services of FMG Engineering, a local consulting firm based in Rapid City to assist the company to apply for drill permits on both the Standby Mine patented and on the Company’s 100% owned unpatented claims located immediately south of the Cochrane gold deposit.

In October 2017, the Company signed a drilling contract with First Drilling, a Colorado-based drill contractor, to drill up to 12 holes on the Standby Mine patents. On February 11, 2018, drilling began and by September 5, 2018 nine holes of the planned twelve holes totaling 2,937 meters were completed. The deepest hole in Phase 1 tested the East Limb Structure to about 500 meters below the Standby Mine workings. Phase 1 drill results confirmed that the 30-meter wide sheared banded iron formation that hosts the Standby Mine deposit is open down plunge below 500 meters TVD and that the gold mineralization had similar characteristics to the Homestake Mine ledges.

In September 2019, the Company completed the purchase of the Standby Mine patents totaling 67.45 acres.

The annual rental fees payable to the South Dakota Bureau of Land Management (BLM) for all of the Company’s land holdings in the Rochford District were paid in August 2020, assuring the claim package is in good standing until September 1, 2021.

Between October 2019 and March 20, 2020, the Company completed 7 holes totaling 2,551.35 meters designed to extend the Standby Mine gold zone down plunge below a vertical depth of 400 meters. In September 2020, the Company added a geological consultant to its technical team to map the Standby Mine surface and underground geology and the Rochford District belt. Between September 26 and 29, 2020, the Company engaged Precision GeoSurveys to complete a 708 line kilometer airborne magnetic and radiometric survey over its land position in the Rochford area. The survey lines were flown at 50-m line separation at a height of 30-m above the terrain.

In July, 2020, the Company commissioned SRK Consulting (Canada) Inc. to complete a regional structural geological interpretation of electromagnetic, aeromagnetic and radiometric data generated in the Rochford Project area. This interpretation focused on defining the structural architecture that may impact to distribution of gold mineralization at a regional scale. This study by SRK concluded that the controls of gold mineralization is considered to be equivalent between the Rochford and Homestake Districts.

A 9,000m Phase 3 drill program is being proposed to drill gold targets along the 1800 meter long Standby gold zone using conventional drilling across the mineralized structure.

Qualified Person

The technical contents in this document have been reviewed and approved by Nelson W. Baker, P.Eng., a qualified person as defined by National Instrument (NI) 43-101.

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DISCUSSION OF OPERATIONS

The Company is an exploration stage company and has no operating revenue. Expenditures related to mineral exploration and evaluation assets are capitalized. During the nine months ended December 31, 2020, the Company incurred $114,664 (2019 - $310,455) in acquisition and property claim maintenance costs and $337,581 (2019 - $2,022,374) in exploration expenditures. The details of the mineral expenditures are included in the note 7 to the consolidated financial statements.

Three month period ended December 31, 2020

During the three months ended December 31, 2020, the Company reported a net loss of $222,071 compared to a net loss of $545,522 incurred in the three months ended December 31, 2019. The loss in the 2020 quarter relates primarily to general operating expenses of $228,768 (2019 - $536,218). The general operating expenses excluding share-based payment expenses for the three months ended December 31, 2020 were $216,551 (2019 - $262,526) and were generally consistent with the 2019 comparative period.

Nine month period ended December 31, 2020

During the nine months ended December 31, 2020, the Company reported a net loss of $656,540 compared to a net loss of $999,196 incurred in the nine months ended December 31, 2019. The loss in 2020 period relates primarily to general operating expenses of $717,587 (2019 - $997,127), partially mitigated by foreign exchange gain of $60,905 (2019 – loss of $2,288). The general operating expenses excluding share-based payment expenses for the nine months ended December 31, 2020 were $666,666 (2019 - $653,722). Some of the significant expense items are summarized as follows:

• Consulting fees of $83,550 (2019 - $87,324) relate to fees to contract consultants for corporate and general geological consulting work.

• Management fees of $243,000 (2019 - $243,000) relate to fees to the Company’s management team. The Company has entered into four consulting agreements with a director and three companies controlled separately by two directors and an officer of the Company for management and corporate financial consulting services. The total monthly fee for these management agreements is $27,000 (2019 - $27,000).

• Media and news dissemination of $83,798 (2019 - $48,876) include costs of marketing firms, media events and publications, news dissemination and promotional materials and have increased from the comparative period due to increased promotion activities.

• Professional fees of $70,431 (2019 - $59,867) are comprised of $26,341 (2019 - $17,014) for legal and $44,090 (2019 - $42,853) for accounting and audit related costs.

Share-based payment expenses of $50,921 (2019 - $343,405), a non-cash charge, are the estimated fair value of the stock options were vested during the period. The Company used the Black-Scholes option pricing model for the fair value calculation.

SUMMARY OF QUARTERLY RESULTS

The following table sets forth selected unaudited financial information for the Company’s eight most recent quarters ending with the last quarter for the three months ended on December 31, 2020.

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For the Three Months Ending
Fiscal 2021 Fiscal 2020 Fiscal 2019
Dec. 31, Sept. 30, Jun. 30, Mar. 31, Dec. 31, Sept. 30, Jun. 30, Mar. 31,
2020 2020 2020 2020 2019 2019 2019 2019
($) ($) ($) ($) ($) ($) ($) ($)
Total revenues - - - - - - - -
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Income (loss) from continuing operations	(222,071)	(203,168)	(231,301)	(436,280)	(545,522)	(215,257)	(238,417)	(182,052)
Net income (loss)	(222,071)	(203,168)	(231,301)	(436,280)	(545,522)	(215,257)	(238,417)	(182,052)
Income (loss) from continuing operations per share - basic and diluted	(0.00)	(0.00)	(0.00)	(0.01)	(0.01)	(0.00)	(0.00)	(0.00)
Net income (loss) per share - basic and diluted	(0.00)	(0.00)	(0.00)	(0.01)	(0.01)	(0.00)	(0.00)	(0.00)

LIQUIDITY AND CAPITAL RESOURCES

As at December 31, 2020, the Company had a cash balance of $706,859, an increase of $576,384 from the cash balance of $130,475 on March 31, 2020. The Company spent $708,317 (2019 - $1,056,648) in operating activities and $1,009,231 (2019 - $2,103,595) on its mineral exploration project. During the nine months ended December 31, 2020, the Company received net proceeds of $2,334,900 (2019 - $3,471,453) from issuance of common shares and paid $40,968 (2019 - $74,181) of lease liability.

The Company had working capital of $432,030 as at December 31, 2020 compared to working capital deficiency of $888,585 as at March 31, 2020.

Management estimates that the general operating costs, excluding share-based payments expense, for the next 12 months will be approximately $900,000. At present, the Company does not have sufficient capital resources to meet its anticipated operating and capital requirements for the next 12 months. The Company will continue to monitor the current economic and financial market conditions and evaluate their impact on the Company’s liquidity and future prospects.

Going Concern

The Company is an exploration stage company. At present, the Company’s operations do not generate cash flow and its financial success is dependent on management’s ability to discover economically viable mineral deposits. The mineral exploration process can take many years and is subject to factors that are beyond the Company’s control. In order to continue as a going concern and to meet its corporate objectives, which primarily consist of exploration work on its mineral properties, the Company will require additional financing through debt or equity issuances or other available means. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. Management believes it will be able to raise equity capital as required in the long term, but recognizes there will be risks involved that may be beyond their control. The annual and interim financial statements do not include any adjustments to the recoverability and classification of reduced asset amounts and classification of liabilities that might be necessary should the Company be unable to continue operations. These adjustments could be material. The Company is not subject to material externally-imposed capital constraints.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

RELATED PARTY TRANSACTIONS

Amounts due to related parties of $2,940 (March 31, 2019 - $94,389) were for services rendered to the Company by the directors and officers or companies controlled by its directors and officers or former directors and are unsecured, non-interest bearing, and have no specific terms of repayment.

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During the year ended March 31, 2019, the Company received loans of $35,000 from the President of the Company. During the year ended March 31, 2020, the Company received additional loans of $25,400 from the President of the Company. The loans are unsecured, bear annual interest at 5% and are payable on demand. As at March 31, 2020, the Company had repaid the loan in full together with the accrued interest of $890.

During the year ended March 31, 2020, the Company received loans of $18,135 from a company controlled by a director of the Company. The loans are unsecured, bear annual interest at 5% and are payable on demand. As at March 31, 2020, the Company had repaid the loan in full together with the accrued interest of $199.

Key management personnel include directors (executive and non-executive) and senior officers of the Company. The compensation paid or payable to key management personnel during the nine month periods ended December 31 is as follows:

		2020		2019
Consulting fees	$	243,000	$	243,000
Professional fees		45,710		59,761
Share-based payments		18,291		154,539
Total	$	307,001	$	457,300

The Company entered into the following transactions relating to key management personnel and entities over which they have control or significant influence during the nine month period ended December 31, 2020:

• a) Incurred management fees of $90,000 (2019 - $90,000) to a company controlled by the President of the Company.

• b) Incurred management fees of $45,000 (2019 - $45,000) to a company controlled by a director of the Company.

• c) Incurred management fees of $63,000 (2019 - $63,000) to a director of the Company.

• d) Incurred professional fees of $10,985 (2019 - $14,291) and share issuance costs of $nil (2019 - $10,220) to a company which a director of the Company is an officer.

• e) Incurred professional fees of $34,725 (2019 - $35,250) and management of $45,000 (2019 - $45,000) to a company controlled by the Chief Financial Officer of the Company.

The Company has entered into four consulting agreements with a director and three companies controlled separately by two directors and an officer of the Company for management and corporate consulting services for a total monthly fee of $27,000 plus applicable taxes. These agreements are for a one year term and continue thereafter on a month to month basis and may be terminated with a six month notice or a termination payment equal to six months’ remuneration.

CRITICAL ACCOUNTING ESTIMATES

The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the period. Actual results could differ from these estimates. The Company’s management reviews these estimates and underlying assumptions on an ongoing basis, based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to estimates are adjusted for prospectively in the period in which the estimates are revised. Significant areas requiring the use of management estimates include:

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• i) The determination of the fair value of stock options and agent’s warrants using stock pricing models, require the input of highly subjective assumptions, including the expected price volatility. Changes in the subjective input assumptions could materially affect the fair value estimate.

• ii) The determination of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts.

FINANCIAL INSTRUMENTS

The Company classified its financial instruments as follows: cash and restricted cash classified as subsequently measured at amortized cost; trade and other payables and amounts due to related parties as subsequently measured at amortized cost financial liabilities. The carrying amount of financial assets and liabilities carried at amortized cost is a reasonable approximation of fair value due to the relatively short period to maturity of these financial instruments.

Financial risk management

The Company’s financial risks arising from its financial instruments are credit risk, liquidity risk, interest rate risk and foreign exchange rate risk. The Company’s exposures to these risks and the policies on how to mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.

Credit risk

Credit risk is the risk of potential loss to the Company if the counter party to a financial instrument fails to meet its contractual obligations. The credit risk of the Company is associated with cash and restricted cash. The credit risk with respect to its cash and restricted cash is minimal as they are held with high-credit quality financial institutions. Management does not expect these counterparties to fail to meet their obligations.

Liquidity risk

Liquidity risk is the risk that the Company will not meet its obligations associated with its financial liabilities as they fall due. The Company performs cash flow forecasting for each fiscal year to ensure there is sufficient cash available to fund its projects and operations. As at December 31, 2020, the Company had a cash balance of $706,859 and current liabilities of $460,237. The Company’s financial liabilities include trade and other payables which have contractual maturities of 30 days or are due on demand.

At present, the Company’s operations do not generate cash flow. The Company’s primary source of funding has been the issuance of equity securities through private placements and the exercise of stock options and warrants as well as loans from related parties. Despite previous success in completing these financings, there is no guarantee of obtaining future financings.

Interest rate risk

Interest risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in the market interest rates. The Company is exposed to interest rate risk to the extent that the cash maintained at the financial institutions. The interest rate risks on cash and restricted cash are not considered significant due to their short-term nature and maturity.

Foreign exchange rate risk

Foreign exchange risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars. The Company funds certain operations, exploration and administrative

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expenses in the United States by using US dollars converted from its Canadian bank accounts. At December 31, 2020, the Company had financial assets of $174,730 and financial liabilities of $413,265 denominated in United States dollars. A 10% strengthening of the US dollar would affect net loss by approximately $24,000. The Company does not hedge its foreign exchange risk.

OUTSTANDING SHARE DATA

The Company had the following common shares, stock options and warrants outstanding as at the date of this report:

Issued and Outstanding Common shares	102,033,369
Stock options	7,600,000
Warrants	8,247,267
	117,880,636

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

New accounting policy

There were no new or amended IFRS pronouncements effective January 1, 2020 that impacted the Company’s interim consolidated financial statements.

RISK AND UNCERTAINTIES

Operating Hazards and Risks

Mineral exploration involves many risks. The operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, any of which could result in work stoppages and damage to persons or property or the environment and possible legal liability for any and all damage. Fires, power outages, labour disruptions, flooding, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are some of the risks involved in the conduct of exploration programs. In addition, certain properties of the Company are located within the areas that may include Native American asserted traditional territories, and the exploration and development of these properties may affect or be perceived to affect asserted Native American rights and titles, which may cause permitting delays or opposition by Native American groups.

Environmental Factors

The Company currently conducts exploration activities in South Dakota of US. Such activities are subject to various laws, rules and regulations governing the protection of the environment. Such legislation imposes rigorous standards on the mining industry to reduce or eliminate the effects of waste generated by extraction and processing operations and subsequently deposited on the ground or emitted into the air or water.

All phases of the Company’s operations are subject to environmental regulation in the jurisdictions in which it operates. Environmental legislation is evolving in a manner which requires stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed properties and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations. The cost of compliance with changes in governmental regulations has the potential to preclude entirely the economic development of a property.

The Company is able to conduct its exploration within the provisions of the applicable environmental legislation without undue constraint on its ability to carry on efficient operations. The estimated annual cost of environmental

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compliance for all properties held by the Company in the exploration stage is minimal and pertains primarily to carrying out diamond drilling, trenching or stripping. Environmental hazards may exist on the Company’s properties, which hazards are unknown to the Company at present, which have been caused by previous or existing owners or operators of the properties.

Governmental Regulation

Exploration activities on the Company’s properties are affected to varying degrees by: (i) government regulations relating to such matters as environmental protection, health, safety and labour; (ii) mining law reform; (iii) restrictions on production, price controls, and tax increases; (iv) maintenance of claims; (v) tenure; and (vi) expropriation of property. There is no assurance that future changes in such regulation, if any, will not adversely affect the Company’s operations. Changes in such regulation could result in additional expenses and capital expenditures, restrictions on the availability of capital, competition, reserve uncertainty, potential conflicts of interest, title risks, dilution, and restrictions and delays in operations, the extent of which cannot be predicted.

The Company is at the exploration stage on all of its properties. Exploration on the Company’s properties requires responsible best exploration practices to comply with company policy, government regulations, maintenance of claims and tenure. All mining activities in South Dakota, regardless of the private or public status of the land on which they occurs, are regulated through the South Dakota Mined Land Reclamation Act, and the South Dakota Mined Land Reclamation Regulations. The South Dakota Department of Environment of Natural Resources (DENR) administers the state mining laws; mining-related environmental permits are issued by the DENR and its governor appointed citizen boards.

If any of the Company’s projects are advanced to the development stage, those operations will also be subject to various laws and regulations concerning development, production, taxes, labour standards, environmental protection, mine safety and other matters.

Additional Funding Requirements

Further exploration on and development of, the Company's projects will require additional resources and funding. The Company currently does not have sufficient funds to fully develop these projects. In addition, any positive production decision, if achieved, would require significant funding for project engineering and construction. Accordingly, the continuing development of the Company's properties will depend upon the Company's ability to obtain financing through debt financing, equity financing, the joint venturing of projects, or other means. There is no assurance that the Company will be successful in obtaining the required financing for these or other purposes, including for general working capital.

FORWARD LOOKING STATEMENTS

This MD&A contains certain forward‐looking information and statements. These forward-looking statements are based on current expectations and various estimates, factors and assumptions as at the date of this MD&A. The words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential”, “interprets”, “may”, “will” and similar expressions identify forward-looking statements. Information concerning the interpretation of drill results may also be considered 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. The forward-looking statements reflect the current beliefs of the management of the Company, and are based on currently available information. Readers are cautioned not to place undue reliance on these statements as they are subject to known and unknown risks, uncertainties and other factors, which could cause the actual results, performance, or achievements of the Company to differ materially from those expressed in, or implied by, such forward-looking statements. 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.

DISCLOSURE CONTROLS

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In connection with Exemption Orders issued by each of the securities commissions across Canada, the Chief Executive Officer and Chief Financial Officer of the Company will file a Venture Issuer Basic Certificate with respect to the financial information contained in the audited annual financial statements and respective accompanying Management’s Discussion and Analysis.

In contrast to the certificates under National Instrument (“NI”) 52-109 (Certification of disclosure in an Issuer’s Annual and Interim Filings), the Venture Issuer Basic Certification does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting as defined in NI 52-109.

ADDITIONAL INFORMATION

Additional information concerning the Company and its operations is available on SEDAR at www.sedar.com and on the Company web site at www.mineralmtn.com.

APPROVAL

The Board of Directors of Mineral Mountain Resources Ltd. has approved the contents of this management discussion and analysis on February 24, 2021.

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