Banyan Gold Corp. — Management Reports 2020

Jan 28, 2020

BANYAN GOLD CORP.

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2019

Background

This discussion and analysis of financial position and results of operations is prepared as at January 28, 2020 and should be read in conjunction with the yearend financial statements and the accompanying notes for the fiscal year ended September 30, 2019 for Banyan Gold Corp. (the “Company” or “Banyan”). The financial statements, including comparatives, have been prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”). Except as otherwise disclosed, all dollar figures included therein and in the following Management Discussion and Analysis (“MD&A”) are quoted in Canadian dollars.

This MD&A contains “forward-looking statements” that are subject to risk factors set out in the cautionary statement below. Additional information relevant to the Company’s activities can be found on SEDAR at www.sedar.com and at www.banyangold.com.

Cautionary Note Regarding Forward-Looking Statements

Consequently, all of the forward-looking statements made in this MD&A are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, Banyan. These forward-looking statements are made as of the date of this MD&A. Except as required by applicable securities legislation, we assume no obligation to update publicly or revise any forward-looking statements to reflect subsequent information, events, or circumstances.

Company Overview

The Company was incorporated by a Certificate of Incorporation issued pursuant to the provisions of the Alberta Corporations Act (“ABCA”) on July 26, 2010 under the name Banyan Coast Capital Corp, which was subsequently changed to Banyan Gold Corp under a certificate of amendment on February 14, 2013. On November 24, 2010, the Company became a reporting issuer in the Provinces of British Columbia, Alberta, Saskatchewan and Ontario.

Banyan completed its IPO and commenced trading on January 27, 2011 on the TSX Venture Exchange and trades under the symbol BYN.

On February 15, 2013, the Company completed its Qualifying Transaction by completing a Definite Assignment and Transfer Agreement (“Definitive Agreement”) with Argus Metals Corp. (“Argus”) to acquire a 100% interest in Hyland Gold Property (the “Hyland Property”) in the Watson Lake Mining District of the south eastern Yukon Territory, Canada.

1

The Corporation is engaged in the business of exploration and development of precious metals. The Corporation owns a 100% interest in the Hyland Gold Property (“Property”) in the Yukon Territory. The Hyland Main Zone Inferred Gold Resource Estimate, prepared in accordance with NI 43-101 and at a 0.6g/t gold equivalent cutoff, contains 12,503,994 tonnes with 361,692 ounces gold at 0.9g/t and 2,248,948 ounces silver at 5.59g/t for a combined gold and silver 396,468 ounces gold equivalent.

Cut-off Grade (AuEq g/t)	In situ Tonnes	Au		Ag		AuEq
		Grade (g/t)	Ozs	Grade (g/t)	Ozs	Grade (g/t)	Ozs
Indicated
0.3	8,637,000	0.78	216,000	7.04	1,954,000	0.85	236,000
Inferred
0.3	10,784,000	0.77	266,000	5.32	1,845,000	0.83	288,000

• (1) Mineral resources which are not mineral reserves do not have demonstrated economic viability. All figures are rounded to reflect the relative accuracy of the estimate.

• (2) Mineral resources are reported at a cut-off grade of 0.3 g/t AuEq. AuEq grade is based on $1,350.00/oz Au, $17.00/oz Ag and assumes a 100% recovery. The AuEq calculation does not apply any adjustment factors for difference in metallurgical recoveries of gold and silver. This information can only be derived from definitive metallurgical testing which has yet to be completed.

*News Release March 22, 2018 and Technical Report filed May 2, 2018.

Additionally, the Corporation has the right to earn a 100% interest in the Aurex project from Victoria Gold Corp. (“Victoria”) and up to 100% of the McQuesten Property, from Alexco Resource Corp. (“Alexco”). The Aurex and McQuesten gold properties are contiguous, comprising 8,230 hectares and 1,000 hectares and are both highly prospective for intrusive-related gold mineralization, and include areas of historic gold production (lode and placer), in the prolific Mayo Mining District, Yukon Territory.

Selected Financial Information

The following selected financial information is derived from the audited financial statements of the Company prepared in accordance with International Financial Reporting Standards (“IFRS”).

	Audited
	Fiscal Year Ended
All in $ Cdn	2019	2018	2017
Operations:
Revenues	$ -	$ -	$ -
Expenses	322,935	377,427	421,062
Comprehensive Loss	(322,935)	(377,427)	(421,062)
Loss per share – basic & fully diluted	(0.00)	(0.01)	(0.01)
Balance Sheet:
Working Capital	246,535	341,187	785,915
Total Assets	5,629,609	5,199,324	4,530,089
Total Long term liabilities	Nil	Nil	Nil

2

The following selected financial information is derived from the unaudited interim financial statements of the Company prepared in accordance with International Financial Reporting Standards (“IFRS”).

Fiscal Quarters of the Fiscal Year Ended September 30, 2019

		First	Second	Third	Fourth
All in$ Cdn		Quarter	Quarter	Quarter	Quarter
Operations:
Revenues	$	-	-	-	-
Expenses		120,492	98,159	93,658	10,626
Comprehensive Loss	(120,492)		(98,159)	(93,658)	(10,626)
Loss per share – basic & fully diluted		(0.00)	(0.00)	(0.00)	(0.00)
Balance Sheet:
Working Capital		166,860	480,432	333,723	322,935
Total Assets	5,502,945		5,401,925	5,295,703	5,629,609
Total Long-term liabilities		Nil	Nil	Nil	Nil

Fiscal Quarters of the Fiscal Year Ended September 30, 2018

		First	Second	Third	Fourth
All in$ Cdn		Quarter	Quarter	Quarter	Quarter
Operations:
Revenues	$	-	$ -	$ -	$ -
Expenses		168,787	151,953	57,390	( 703)
Comprehensive Loss	(168,787)		(151,407)	(56,878)	( 355)
Loss per share – basic & fully diluted		(0.00)	(0.00)	(0.00)	( 0.00)
Balance Sheet:
Working Capital		882,689	700,914	299,733	341,187
Total Assets	4,564,301		4,434,247	4,513,984	5,199,324
Total Long term liabilities		Nil	Nil	Nil	Nil

Results of Operations

Details of the Company’s financings can be found within the Financing Activities section within this MD&A.

Corporate Results

During the year, the Corporation held its annual General and Special Meeting of Shareholders on October 18, 2020. At the meeting the following matters were approved:

3

• i. Setting the number of directors at four;

• ii. The proposed slate of four directors, namely: Mark Ayranto, Tara Christie, David Reid & Steve Burleton;

• iii. The appointment of John J. Geib, Chartered Accountant, as the Company’s auditors;

• iv. The renewal of the Company’s Stock Option Plan; and

Exploration

2019 Work Programs

In 2019 Banyan Gold continued to focus on exploring projects that meet our selection criteria:

• Geology

• Multi-million ounce potential

• Road access (Infrastructure)

Highlights for both our projects are summarized below.

Aurex & McQuesten Properties

In 2017, Banyan optioned the Aurex and McQuesten properties in central Yukon, from Victoria Gold Corp. and Alexco Resource Corp., respectively with a right to earn up to a 100% interest in both properties. The Aurex-McQuesten property is just 40 km from Victoria Gold Corp.’s Eagle Gold mine which has recently completed construction and produced its first gold in September 2019. Most importantly Victoria has maintained an aggressive exploration campaign on their Potato Hills mineralized trend to the north-west and Alexco Resource Corp’s highly mineralized Keno Hill Silver District immediately to the North and East of the Aurex-McQuesten Gold Project. The property is therefore well positioned in this highly mineralized area and benefits from existing road and power infrastructure. The McQuesten Zone is located just 100 m west of the main Yukon Government highway between Mayo and Keno and just 50m north of the all-season road to Victoria Gold. The property has numerous historic exploration roads and trails. The 3-phase power line from the hydroelectric dam in Mayo passes through the property, as well as, the switching station and spur power line to Victoria Gold. There is an existing airstrip on the property and the Mayo airport is a 20 minute drive on the highway from the property.

In 2019, Banyan re-negotiated terms of the Aurex Option Agreement (the "Aurex Agreement") which allows the Company to earn up to a 100% interest in the Aurex Property from StrataGold Corporation, a 100% owned subsidiary of Victoria Gold Corp. (TSX-V: VIT), and the McQuesten Option Agreement (the “McQuesten Agreement”) to earn up to a 100% interest in the McQuesten Property from Alexco Resource Corporation (TSX: AXR), originally signed in May 24, 2017 (see news release of May 25th, 2017). The addendum to both agreements allows Banyan the election to extend the timeframe to complete the first earn in (51% total interest) by up to three (3) years. The contiguous Aurex and McQuesten properties are located in the Mayo Mining District, Yukon adjacent to Alexco’s prolific Keno Hill silver district and Victoria Gold’s Eagle heap leach mine which is now in production and producing gold. Alexco and Victoria Gold are both major shareholders of Banyan at 8.8 and 5.0 percent, respectively.

The amended McQuesten agreement grants Banyan the election to extend the agreement by three (3)

4

years beyond the original option dates, by spending an additional $90,000 in exploration expenditures for each year of extension (potentially adding a maximum of $270,000 in exploration expenditures above the requirements in the original agreement). The agreement also had minor housekeeping amendments to dates to be consistent with the timing and mechanics of the Aurex Agreement. The Aurex Agreement adds an election to extend the date to complete exploration expenditures to 2023, but otherwise remains unchanged.

The terms of both agreements beyond the First Option (51%) remain unchanged as in the news release of May 25th, 2017 and give Banyan the election to form Joint Ventures with the Victoria Gold and Alexco at 51% and also allow Banyan the election to earn 100% on both properties.

In the McQuesten Zone, Banyan developed a geological model, a 900m block of calcareous clastic sediments approximately 90m thick dipping about 30 degrees to the south that is interpreted to host gold mineralization within stratabound retrograde skarn-altered horizons. With 2018’s approximately 1,414m of diamond drilling, a volume of about 12 million cubic metres (500m of strike) of this interpreted mineralized block “Block 1” was tested with nominal drill-section spacing of 100m and nominal in section drill spacing of 50 metres. Broad zones of gold mineralization intersected with Banyan’s 2017 and 2018 drilling campaigns have averaged 0.51 g/t Au confirmed the geologic model for the McQuesten Gold Zone contains near surface gold mineralization of this tenor over predictable widths. Banyan's interpretations and 2018 drill results confirmed potential extensions to the east, west and down-dip to the south, all of which remain open to further delineation.

McQuesten Gold Zone “Block 1” intercepts from Banyan’s 2017 and 2018 drilling campaigns are summarized below:

68.3 m of 0.42 g/t Au from 22.7 m in DDH MQ-17-24 73.7 m of 0.23 g/t Au from 15.1 m in DDH MQ-17-25 96.4 m of 0.74 g/t Au from 5.8 m in DDH MQ-17-26 79.0 m of 0.22 g/t Au from 0.0 min DDH MQ-17-27 71.2 m of 0.45 g/t Au from 36.2 m in DDH MQ-17-28 107.7 m of 0.66 g/t Au from 33.7 m in DDH MQ-17-29 80.8 m of 1.06 g/t Au from 10.1 m in DDH MQ-18-30 62.5 m of 0.21 g/t Au from 12.2 m in DDH MQ-18-31 68.1 m of 0.30 g/t Au from 3.1 m in DDH MQ-18-32 80.3 m of 0.32 g/t Au from 25.8 m in DDH MQ-18-33 113.0 m of 0.74 g/t Au from 63.5 m in DDH MQ-18-34 75.7 m of 0.28 g/t Au from 45.0 m in DDH MQ-18-35 76.5 m of 0.49 g/t Au from 57.5 m in DDH MQ-18-36 94.9 m of 0.64 g/t Au from 8.9 m in DDH MQ-18-37

*True widths are estimated to be >90% of drilled interval lengths

In addition to the modelled calcareous unit containing gold mineralization, an additional structurally

5

controlled target for gold, silver and base metal mineralization, stratigraphically above the McQuesten zone was identified with steeply dipping quartz veins and breccias appearing to be the host of the gold, silver and base metal mineralization. Determination of the orientation, width and location of where these mineralized structures crosscut the stratabound McQuesten gold zone will be an additional target in future drill programs.

2019 Work Programs

Preliminary Metallurgical Work

During the Spring of 2019, the Company received the initial metallurgical results for the McQuesten zone. These first pass recovery results returned an average recovery of 68%, indicating extraction of gold through traditional cyanide leach extraction methods is achievable within the calcareous package of the McQuesten Gold Zone within “Block 1” of the McQuesten Deposit.

Cyanide shake assays results

Hot cyanide shake assays are widely used in the mining industry as a preliminary means to assess amenability of mineralization to recovery by heap leaching and to identify variations in metallurgical responses that may indicate different types or styles of mineralization that should be tested separately.

In total, 222 pulverized pulp samples were selected from Banyan’s 2018 diamond drilling program, all of which had been previously assayed by fire at Bureau Veritas Labs. All selected pulps represented individual drill samples from within the McQuesten Gold Zone that reported above 0.2 gram per tonne gold in Fire Assay and were selected across all grade ranges with a broad spatial distribution throughout the zone of mineralization. These pulps were submitted for hot CN shake assays and those that assayed from 0.2 gram per tonne to 17.8 grams per tonne gold returned an average extraction of 68.2 per cent, with 90% of the samples ranging from 41.2% to 86.9%.

This first pass recovery work had the objective of identifying metallurgical characteristics that would guide all future metallurgical testing. The results indicate that the gold in mineralization containing 0.2 to 17.8 grams per tonne gold can likely be efficiently recovered using traditional leach extraction methods.

Additional metallurgical programs are planned for the future and implemented at appropriate times as the project advances and the next phase will consist of a series of bottle roll tests to more thoroughly assess amenability of the McQuesten gold mineralization.

Drilling

In spring 2019, Banyan carried out a 1,000 metre drill program on the Aurex-McQuesten Property.

The 2019 exploration program at Aurex-McQuesten had a two-fold focus:

1. to continue to define and increase confidence within the Airstrip Zone via infill drilling within interpreted higher-grade mineralized zones of the Airstrip Zone; and

2. to test a largely undrilled target area one (1) kilometer south of the Airstrip Zone, on the Aurex Claim block, now dubbed the Powerline Zone, that is interpreted to exhibit similar geological and geochemical characteristics to the Airstrip Zone. This new target area has the potential to host the same grade, tenor and volume of mineralization as the Airstrip Zone and is one of several high priority targets on the greater Aurex-McQuesten claim package.

6

Airstrip Zone

In total, 494 metres of diamond drilling were completed in four (4) diamond drill holes at the Airstrip Zone in Spring 2019. The diamond drilling concentrated on the projected extension of an interpreted higher-grade mineralized zone around holes MQ-03-09, MQ-17-26, MQ-18-30 and MQ-18-37. Four distinct styles of mineralization were observed in the 2019 Airstrip Zone drilling program, the combination of which emphasizes the validity of the McQuesten Mineralization mode and moreover, the prospectively of the area:

1. Sheeted quartz veins with pyrite-pyrrhotite+/-arsenopyrite +/-chalcopyrite

2. Pervasive disseminated pyrrhotite

3. Stratabound retrograde skarn (actinolite-chlorite) altered horizons with semi-massive to massive pyrrhotite+/-arsenopyrite+/-sheelite+/-chalcopyrite

4. Quartz-calcite-siderite breccias and veins with sphalerite-galena+/-pyrrhotite

Broad zones of gold mineralization confirmed the geologic model developed by Banyan for the Airstrip Zone to contain near surface gold mineralization of this tenor over predictable widths; outlining a 500 m block of calcareous clastic sediments approximately 90m thick dipping about 30 degrees to the south that host gold mineralization within stratabound retrograde skarn-altered horizons. The 2018 work defined a volume of about 12 million cubic metres of this interpreted mineralized block with nominal drill-section spacing of 100m and nominal in section drill spacing of 50 metres. Banyan's interpretations and 2018 drill results confirmed potential extensions to the east, west and downdip to the south, all of which remain open to further delineation.

Powerline Zone

In total, 504 metres of diamond drilling were completed in 4 holes over a newly developed priority target area approximately one (1) kilometre south of the Airstrip Zone identified as the Powerline Zone. Similar styles of mineralization observed in diamond drill core to the Airstrip Zone were noted in the 2018 Aurex drill holes. Importantly, the density of discordant sheeted quartz veins was pronounced in this largely untested zone.

Two surface trenches, with a total linear length of 170m, were excavated, mapped and sampled on the Aurex-McQuesten Targets and added to the delineation of on-surface mineralization known to exist on the Aurex-McQuesten Gold Property.

Phase 1 2019 Aurex-McQuesten Highlighted Results

Powerline Zone

The first four diamond drill holes from the Spring drill campaign was on the newly discovered Powerline Zone, an undrilled area one kilometer south of the main Airstrip Gold Zone, on the Aurex Claim block.

Highlights from the Powerline discovery drillholes include consistent, long intervals of approximately 0.5 g/t Au from surface (as at the Powerline Showing) punctuated by higher-grade intervals such as:

• 2.89 g/t Au over 4.6 m from 25.9 m in AX-19-30

• 1.46 g/t Au over 7.4 m from 44.2 m in AX-19-30

• 1.42 g/t Au over 4.6 m from 30.5 m in AX-19-31

• 48.1 g/t Au over 0.4 m from 71.6 m in AX-19-31

• 1.24 g/t Au over 4.2 m from 49.6 in AX-19-33

7

The table below summarizes the assay results from Banyan’s drilling of the Powerline Zone:

Table 1: Powerline Phase 1 2019 Drillhole Results

Hole ID	From (m)	To (m)	Interval*(m)	Au (g/t)
AX-19-30	25.9	135.6	109.7	0.36
Or	25.9	30.5	4.6	2.89
including	25.9	27.4	1.5	8.19
And	44.2	70.1	25.9	0.57
including	44.2	51.6	7.4	1.46
And	116.3	116.4	0.1	1.59
And	128.0	129.7	1.7	1.79
And	134.1	135.6	1.5	1.51
AX-19-31	11.7	97.5	85.8	0.48
or	11.7	13.8	2.1	1.16
and	30.5	86.1	56.0	0.66
including	30.5	35.1	4.6	1.42
including	64.0	65.5	1.5	1.34
including	71.6	72.0	0.4	48.1
including	75.4	76.9	1.5	0.93
including	82.2	83.2	1.0	2.39
AX-19-32	11.2	30.8	19.5	0.30
AX-19-33	44.2	91.4	47.2	0.64
including	44.2	91.4	47.2	0.64
including	44.2	46.3	2.2	1.12
including	49.6	53.8	4.2	1.24
including	56.0	56.3	0.3	3.59

8

including	82.2	83.8	1.6	4.51
including	86.0	87.9	2.0	2.08
Including	90.1	91.4	1.3	3.12
• true widths are est. to be over 90%.

The shallow 2019 Poweline drillholes were designed to test a prospective target identified by applying the geologic model developed at McQuesten to the property wide drilling database, surface (rocks, soils, trenches) geochemical database, and airborne geophysical surveys. The McQuesten Gold Zone is a known unit that consists of an approximately 90 metre thick calcareous package that transects the McQuesten Claim Block and is interpreted to host gold mineralization preferentially stratabound retrograde skarn (actinolite-chlorite) altered horizons with semi-massive to massive pyrrhotite+/arsenopyrite+/-sheelite+/-chalcopyrite and anomalous in bismuth and tellurium. Similar geologic controls were noted in the 2019 Powerline core.

Airstrip Zone

The four holes on the Airstrip Zone were positioned to test the extent and distribution of higher-grade intervals interpreted from Banyan’s geological model. These holes targeted over 160m of northeast/southwest trend of mineralization identified from previously drilled holes: MQ-03-09, MQ-1726, MQ-18-30 and MQ-18-37 at the Airstrip Zone (formally McQuesten Gold Zone). Within each of these drillholes, multiple intervals returned mineralized intercepts with gold grades greater than 1.00 g/t Au (up to 84.80 g/t Au over 1.1m).

The 2019 drilling was a marked success, every hole in the Airstrip Gold Zone returned consistent, long intervals of gold mineralization ranging from 0.4 to 0.94 g/t Au from surface punctuated by higher-grade zones such as:

• 0.94 g/t Au over 71.4 m, including 3.1 g/t Au over 8.8 m from 127.4 m in MQ-19-44

• 5.01 g/t Au over 5.3 m from 94.7 m in MQ-19-42

• 3.23 g/t Au over 11.8 m from 89.3 m in MQ-19-43

• 112.3 g/t Au over 0.1 m from 18.2 m in MQ-19-45

2019 Airstrip Gold Zone Phase 1 Drillhole Results

Hole ID	From (m)	To (m)	Interval (m)*	Au (g/t)
MQ-19-42	6.1	111.2	105.1	0.56
including	26.1	27.1	1.0	2.14
including	34.8	36.5	1.8	1.29
including	41.3	44.2	3.0	1.08
Including	94.7	99.9	5.3	5.01

9

MQ-19-43	28.1	101.1	73	0.79
including	39.9	42.2	2.2	2.50
Including	89.3	101.1	11.8	3.23
MQ-19-44	67.7	139.1	71.4	0.94
including	71.0	73.1	2.1	4.99
including	76.5	76.8	0.3	1.08
including	106.8	107.4	0.6	26.3
including	127.4	136.2	8.8	3.07
including	137.1	137.3	0.2	15.3
MQ-19-45	6.1	115.8	112.8	0.41
including	9.1	9.7	0.6	6.39
including	18.2	18.3	0.1	112.3
including	29.8	32.00	2.2	2.82
including	65.6	66.0	0.4	3.11
including	90.4	90.6	0.2	4.85

*True widths are considered to be greater than 90% of the reported intervals

Four distinct styles of mineralization were observed in the 2019 Airstrip Zone drilling program all of which continue to build out and contribute to the geological model:

1. Sheeted quartz veins with pyrite-pyrrhotite+/-arsenopyrite +/-chalcopyrite

2. 112.3 g/t Au over 0.1 m from 18.2 m in MQ-19-45

3. Pervasive disseminated pyrrhotite

4. 2.14g/t Au over 1.0m from 26.1 m in MQ-19-42

5. Stratabound retrograde skarn (actinolite-chlorite) altered horizons with semi-massive to massive pyrrhotite+/-arsenopyrite+/-scheelite+/-chalcopyrite

6. 3.23 g/t Au over 11.8 m from 89.3 m in MQ-19-43

7. Quartz-calcite-siderite breccias and veins with sphalerite-galena+/-pyrrhotite

8. 1.08 g/t Au, 65.1 g/t Ag, >1% Pb, >1% Zn over 0.3m in MQ-19-44

Historical (1992) open-cut mining of “NW trending” veins by a Yukon miner on the western edge of the Airstrip Zone resulted in the collection of 17 tons of limonite, pyrrhotite skarn material grading 1.29

10

oz/ton Au with a processing gold recovery of 98.3%. This year’s drilling has demonstrated similar high grade gold exists elsewhere on the property and that the mineralization model developed internally works to target these zones.

Trenches at the Airstrip Zone were constructed to test the strike extent of the Airstrip Zone and identified large intervals of oxidized gold mineralization at surface. Limestone, graphitic schist, calcareous schist, and quartzite lithologies were all noted within these trenches, consistent with what has been observed in the Airstrip drilling as are the reported gold grades and widths; including:

• 144.0 m of 0.56 g/t Au in TR-MQ-19-01

• 31.0 m of 1.06 g/t Au in TR-MQ-19-02

2019 Airstrip Gold Zone Trench Results

Trench ID	From (m)	To (m)	Interval (m)	Au (g/t)
TR-MQ-19-01	0.0	144.0	144.0	0.558
including	16.0	18.0	2.0	16.8
including	68.0	70.0	2.0	5.62
TR-MQ-19-02	0.0	31.0	31.0	1.06
including	4.0	8.0	4.0	4.28
including	14.0	16.0	2.0	1.90
including	24.0	26.0	2.0	4.22

The properties also have a Class IV mining land use permit that is valid for an additional 8 years.

At the conclusion of the year end, the Corporation commenced a 3,500 metre diamond drill program to follow-up on the compelling results returned earlier this season from the “Airstrip” Zone and the new discovery at the “Powerline” Zone, both on the Aurex-McQuesten Project, Yukon Territory. This second-phase drilling campaign has a two-fold exploration focus: 1) Expansion of the drill defined strike length of the “Airstrip” Zone from the current 500 metres to >1 kilometre; with a target of doubling the interpreted mineralization volume; and 2) Step-out drilling at the “Powerline” Zone, a new discovery of a modelled parallel, structurallyThe Aurex & McQuesten

Property information reported above has been reviewed and approved by Paul D. Gray, B.Sc., P.Geo., Vice President Exploration for Banyan Gold, the Qualified Person as defined by NI 43-101.

Hyland Gold Project

No work programs were conducted on the Hyland Gold project in 2019.

The Hyland Main Zone Indicated Gold Resource Estimate, prepared in accordance with NI 43-101, at a 0.3 g/t gold equivalent cut-off, contains 8.6 million tonnes grading 0.85 g/t AuEq for 236,000 AuEq

11

ounces with an Inferred Mineral Resource of 10.8 million tonnes grading 0.83 g/t AuEq for 288,000 AuEq ounces.

Cut-off Grade (AuEq g/t)	In situ Tonnes	Au		Ag		AuEq
		Grade (g/t)	Ozs	Grade (g/t)	Ozs	Grade (g/t)	Ozs
Indicated
0.3	8,637,000	0.78	216,000	7.04	1,954,000	0.85	236,000
Inferred
0.3	10,784,000	0.77	266,000	5.32	1,845,000	0.83	288,000

• (1) Mineral resources which are not mineral reserves do not have demonstrated economic viability. All figures are rounded to reflect the relative accuracy of the estimate.

• (2) Mineral resources are reported at a cut-off grade of 0.3 g/t AuEq. AuEq grade is based on $1,350.00/oz Au, $17.00/oz Ag and assumes a 100% recovery. The AuEq calculation does not apply any adjustment factors for difference in metallurgical recoveries of gold and silver. This information can only be derived from definitive metallurgical testing which has yet to be completed.

*News Release March 22, 2018 and Technical Report filed May 2, 2018.

The 2018 exploration program at Hyland was focused on the establishment of mineralization continuity between the current NI 43-101 resource* and the Camp Zone to the North. To this end, eight (8) trenches totaling 1,184 metres and eleven (11) diamond drill holes totaling 1,294 metres were completed to establish gold-silver mineralization continuity along the projected shallow dipping upper limb of the Main Zone over the target 1.25km of previously limited tested strike length between the Main and Camp Zones. These collective exploration initiatives combined to successfully extend gold mineralization signatures between the Main and Camp Zones and emphasized the importance of brittle deformation to tenor and extent of gold mineralization.

The Hyland Gold Property information reported above has been reviewed and approved by Paul D. Gray, B.Sc., P.Geo., Vice President Exploration for Banyan Gold, the Qualified Person as defined by NI 43-101.

Analysis of Property Expenditures:

	Aurex	McQuesten	Hyland	Total
Balance, September 30, 2017	244,196	334,112	2,617,208	3,195,516
Acquisition Costs	58,500	31,200	Nil	89,700
Government Grants Received	(17,000)	(17,000)	Nil	(34,000)
Exploration & Evaluation
Expenses Capitalized	66,946	311,246	986,690	1,364,882
Balance, September 30, 2018	352,642	659,558	3,603,898	4,616,098
Acquisition Costs	37,500	20,000	Nil	57,500
Government Grants Received	(20,000)	(20,000)	Nil	(40,000)
Exploration & Evaluation
Expenses Capitalized	222,302	305,843	37,368	565,513
Balance, September 30, 2019	592,444	965,401	3,641,266	5,199,111
Total Grants Capitalized	(37,000)	(37,000)	(162,965)	(236,965)

12

During the fiscal year ended September 30, 2019, the Company recorded a net loss of $(322,935) vs a loss of $(377,427) in fiscal 2018. The current year loss is mostly the result of General and Admin cost (see Additional Disclosure for General & Administrative below, $158,278K in 2019 vs $236.6K in 2018), management fees ($182.1K in 2019 vs $204.5K in 2018) and professional fees ($27.9K in 2019 vs $99.8K in 2018). Gains made in reducing hard expenses were partially offset by non-cash entries for future income tax for renunciation ($(90,878) in 2019 vs $(237,327) in 2018) as the Company completed a flow through financing in Q2 as well as utilizing flow through funds raised in the prior fiscal year.

Additional Disclosure for General & Administrative Costs

Since the Corporation has no revenue from operations, the following is a breakdown of general and admin expenses and material costs incurred in the last two fiscal periods:

General & Admin Costs	Fiscal Year End September 30, 2019	Fiscal Year End September 30, 2018
General & Admin:
Marketing	88,386	97,941
Travel	18,774	44,404
Amortization	14,511	16,066
Insurance	12,993	20,615
Transfer Agent Fees	7,665	9,854
Shareholder Com–AGM	3,804	4,558
Telephone	3,095	3,025
Office Supplies	3,044	6,781
Other	2,605	2,515
Payroll	1,671	2,340
Rent	817	20,898
Interest & Bank Charges	815	1,224
Training	100	812
Professional dues	0	5,571

Liquidity and Capital Resources

The accompanying interim financial statements are presented on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of operations.

The Company does not generate cash flows from operations and has therefore relied principally on the issuance of equity securities to finance its operation activities to the extent that such instruments are issuable under terms acceptable to the Company.

If future financing is unavailable, the Company may not be able to meet its ongoing obligations, in which case the realizable values of its assets may decline materially from current estimates. The financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue operations.

From inception to September 30, 2019, the Company raised gross proceeds of $7,754,956 from the

sale of its common shares.

As at September 30, 2019, the Company had working capital of $246,535 (2018 - $341,187) which will

13

be sufficient to fund the Company thru fiscal 2019. The Company has no contractual obligations.

Off-Balance Sheet Arrangements

None

Proposed Transactions

None

Transactions With Related Parties

During the year, $221,550 (2018 - $210,800) was billed to the corporation by officers and directors of the Company. $46,500 (2018 - $47,500) has been billed to management fees by 1195472 Ontario Ltd. for the CFO, $Nil (2018 - $Nil) to professional fees by Paul D. Gray Geological Consulting. $135,600 (2018 - $157,000) was invoiced for management fees by KECM Services, a Company controlled by the CEO. A further $39,450 (2018 – $6,300) was billed to projects by KECM for the CEO. As of September 30, 2019, there were balances in accounts payable of $Nil (2018 – $8,800) related to these expenses and a total of $5,355 (2018 - $25,368) owed to related parties.

A further $Nil (2018 - $67,292) was billed for legal work that one of the Corporation’s Directors is a partner in.

Critical Judgments and Accounting Estimates

These financial statements, including comparatives have been prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”). The financial statements have been prepared on a historical costs basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value. In addition, these financial statements have been prepared using the accrual basis of accounting except for cash flow information.

The preparation of these financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported expenses during the period. Actual results could differ from these estimates.

Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carry amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

• i) the recoverability of receivables which are included in the statements of financial position;

14

• ii) the inputs used in accounting for stock-based compensation expense, which are included in the statement of operations;

• iii) recoverability of future income tax asset;

• iv) recoverability of exploration and evaluation expense asset; v) the valuation of the rehabilitation provision; and vi) the valuation of share-based payments transactions.

The Companies significant accounting policies are detailed in Note 3 to the Annual Financial Statements.

New Standards and Interpretations

The following new standards have been issued but are not yet applicable to the Company:

i) IFRS 16 Leases

IFRS 16, Leases will replace existing guidance on accounting for leases. The accounting treatment of leases by lessee will change fundamentally.

IFRS 16 eliminates the current dual accounting model for lessees, which distinguishes between onbalance sheet finance leases and off-balance sheet operating leases. Instead, there is a single, onbalance sheet accounting model that is similar to current finance lease accounting.

This standard is effective for annual periods beginning January 1, 2019. The Company will adopt this standard when it becomes effective. The Company does not currently have any leases and this change is not expected to have a material impact.

Risks and Uncertainties

The Company’s financial performance is likely to be subject to the following risks:

The Issuer is a relatively new company with limited operating history and no history of business or mining operations, revenue generation or production history. The Issuer was incorporated on July 26, 2010 and has yet to generate a profit from its activities. The Issuer will be subject to all of the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its growth objective. The Issuer anticipates that it may take several years to achieve positive cash flow from operations.

Exploration, Development and Operating Risks

The exploration for and development of minerals involves significant risks, which even a combination of careful evaluation, experience and knowledge may not eliminate. Few properties which are explored are ultimately developed into producing mines. There can be no guarantee that the estimates of quantities and qualities of minerals disclosed will be economically recoverable. With all mining operations there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methods tested in pilot conditions. Mineral exploration is

15

speculative in nature and there can be no assurance that any minerals discovered will result in an increase in the Issuer's resource base.

The Issuer's operations will be subject to all of the hazards and risks normally encountered in the exploration, development and production of minerals. These include unusual and unexpected geological formations, rock falls, seismic activity, flooding and other conditions involved in the extraction of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although precautions to minimize risk will be taken, operations are subject to hazards that may result in environmental pollution, and consequent liability that could have a material adverse impact on the business, operations and financial performance of the Issuer.

Substantial Capital Requirements and Liquidity

Substantial additional funds for the establishment of the Issuer's current and planned exploration program and potential mining operations will be required. No assurances can be given that the Issuer will be able to raise the additional funding that may be required for such activities, should such funding not be fully generated from operations, mineral prices, environmental rehabilitation or restitution. Revenues, taxes, transportation costs, capital expenditures and operating expenses and geological results are all factors which will have an impact on the amount of additional capital that may be required. To meet such finding requirements, the Issuer may be required to undertake additional equity financing, which would be dilutive to shareholders. Debt financing, if available, may also involve restrictions on financing and operating activities. There is no assurance that additional financing will be available on terms acceptable to the Issuer or at all. If the Resulting Issuer is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations or anticipated expansion, and pursue only those development plans that can be funded through cash flows generated from its existing operations.

Fluctuating Mineral Prices

The economics of mineral exploration is affected by many factors beyond the Issuer's control including, commodity prices, the cost of operations, variations in the grade of minerals explored and fluctuations in the market price of minerals. Depending on the price of minerals, it may be determined that it is impractical to continue the mineral exploration operation.

Mineral prices are prone to fluctuations and the marketability of minerals is affected by government regulation relating to price, royalties, allowable production and the importing and exporting of minerals, the effect of which cannot be accurately predicted. There is no assurance that a profitable market will exist for the sale of any minerals found on the Property.

Regulatory Requirements

The current or future operations of the issuer require permits from various governmental authorities, and such operations are and will be governed by laws and regulations governing exploration, development, production, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, site safety and other matters. Companies engaged in the exploration and development of mineral properties generally experience increased costs and delays in development and other schedules as a result of the need to comply with the applicable laws, regulations and permits. There can be no assurance that all permits which the Issuer may require for the facilities and conduct of exploration and development operations will be obtainable on reasonable terms or that such laws and regulation would not have an adverse effect on any exploration and development project which the Resulting Issuer might undertake.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures, installation

16

of additional equipment or remedial actions. Parties engaged in exploration and development operations may be required to compensate those suffering loss or damage by reason of the exploration and development activities and may have civil or criminal fines or penalties imposed upon them for violation of applicable laws or regulations. Amendments to current laws, regulation and permits governing operations and activities of mineral companies, or more stringent implementation thereof, could have a material adverse impact on the Issuer and cause increases in capital expenditures or exploration and development costs or require abandonment or delays in the development of new properties.

Financing Risks and Dilution to Shareholders

The Issuer has limited financial resources. If the Issuer's exploration programs on the Property are successful, additional funds will be required for the purposes of further exploration and development. There can be no assurance that the Issuer will be able to obtain adequate financing in the future or that such financing will be available on favourable terms or at all. It is likely such additional capital will be raised through the issuance of additional equity which will result in dilution to the Issuer's shareholders.

Requirement for Permits and Licenses

A substantial number of additional permits and licenses may be required should the Issuer proceed beyond exploration; such licenses and permits may be difficult to obtain and may be subject to changes in regulations and in various operational circumstances. It is uncertain whether the Issuer will be able to obtain all such licenses and permits.

Competition

There is competition within the mining industry for the discovery and acquisition of properties considered to have commercial potential. The Issuer will compete with other mining companies, many of which have greater financial, technical and other resources than the Issuer, for, among other things, the acquisition of minerals claims, leases and other mineral interests as well as for the recruitment and retention of qualified employees and other personnel.

Reliance on Management and Dependence on Key Personnel

The success of the Issuer is currently largely dependent upon on the performance of its directors and officers and the ability to attract and retain its key personnel. The loss of the services of these persons may have a material adverse effect on the Issuer's business and prospects. The Issuer will compete with numerous other companies for the recruitment and retention of qualified employees and contractors. There is no assurance that the Issuer can maintain the service of its directors and officers or other qualified personnel required to operate its business. Failure to do so could have a material adverse effect on the Resulting Issuer and its prospects.

No Mineral Reserves

Mineral reserves are, in the large part, estimates and no assurance can be given that the anticipated tonnages and grades will be achieved or that the indicated level of recovery will be realized. Reserve estimates for properties that have not yet commenced production may require revision based on actual production experience. Market price fluctuations of metals, as well as increased production costs or reduced recovery rates may render mineral reserves containing relatively lower grades of mineralization uneconomic and may ultimately result in a restatement of reserves. Moreover, shortterm operating factors relating to the mineral reserves, such as the need for orderly development of the ore bodies and the processing of new or different mineral grades may cause a mining operation to be unprofitable in any particular accounting period.

17

Environmental Risks

The Issuer's exploration and appraisal programs will, in general, be subject to approval by regulatory bodies. Additionally, all phases of the mining business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and state and municipal laws and regulations. Environmental legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with mining operations. The legislation also requires that wells and facility sites be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs.

Governmental Regulations and Licenses and Permits

The activities of the Issuer are subject to provincial and federal approvals, various laws governing prospecting, development, land resumptions, production taxes, labour standards and occupational health, mine safety, toxic substances and other matters. Although the Issuer believes that its activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities of exploration and mining, or more stringent implementation thereof, could have a material adverse impact on the business, operations and financial performance of the Issuer. Further, the licenses and permits issued in respect of its projects may be subject to conditions which, if not satisfied, may lead to the revocation of such licenses. In the event of revocation, the value of the Issuer's investments in such projects may decline.

Local Resident Concerns

Apart from ordinary environmental issues, work on, or the development and mining of the Property could be subject to resistance from local residents that could either prevent or delay exploration and development of the Property.

Conflicts of Interest

Certain of the directors and officers of the Issuer will be engaged in, and will continue to engage in, other business activities on their own behalf and on behalf of other companies (including mineral resource companies) and, as a result of these and other activities, such directors and officers of the Issuer may become subject to conflicts of interest. The Alberta Corporations Act (“ABCA”) provides that in the event that a director has a material interest in a contract or proposed contract or agreement that is material to the issuer, the director shall disclose his interest in such contract or agreement and shall refrain from voting on any matter in respect of such contract or agreement, subject to and in accordance with the ABCA. To the extent that conflicts of interest arise, such conflicts will be resolved in accordance with the provisions of the ABCA.

Uninsurable Risks

Exploration, development and production operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, fires, floods, earthquakes and other environmental occurrences. It is not always possible to obtain insurance against all such risks and the Issuer may decide not to insure against certain risks as a result of high premiums or other reasons. Should such liabilities arise, they could have an adverse impact on the Issuer's results of operations and financial condition and could cause a decline in the value of the Issuer Shares. The Issuer does not intend to maintain insurance against environmental risks.

18

Investor Relations Activities

The Company does not have any investor relations arrangements.

Financing Activities

During the fiscal year ended September 30, 2019, the Corporation raised a total of $500,000 through equity financings as detailed below. All financing activities are carried out under the approval of the Board of Directors and are formalized through Director Resolutions.

On February 20, 2019 the Company completed the first tranche of a non brokered private placement and issued 1,520,000 flow through shares (within the meaning of the Income Tax Act (Canada)), priced at $0.05 per share and 7,480,000 Units priced at $0.05. Each Unit (the “Unit”) consisted of one share and one full purchase warrant exercisable for 24 months at $0.075. Finders’ fees totaling $9,375 were paid in connection with the financing.

On March 8, 2019, the second tranche of the financing was completed which consisted of 750,000 flow through shares and 250,000 Units.

In total, $500,000 was raised through the issuance of 10,000,000 shares and Units.

In September 2019, the Company initiated a financing which closed after the fiscal year end (see Subsequent Events). $306,625 was deposited during the fiscal year and was classified as share subscriptions received.

Disclosure of Outstanding Share Data

• a) Authorized and Issued capital stock:

As of September 30, 2019:

Unlimited number of: Unlimited Class A voting common shares Unlimited Class B non-voting, common shares Unlimited Preferred Shares All issued shares are fully paid

The Company’s authorized share capital is unlimited common shares without par value. As at September 30, 2019, there are 98,937,856 issued and outstanding Class A common shares.

19

b) Warrants Outstanding:

As of September 30, 2019

	Number Exercise Price Expiry Date 3,021,530 $ 0.15 July 13, 2020 2,020,302 $ 0.15 July 19, 2020 7,480,000 $ 0.075 February 20, 2021 250,000 $ 0.075 March 9, 2021 9,587,291

Note*: * The warrants, which form part of the units for the July financing, may have their expiry time accelerated at any time prior to the expiry of the warrants if the volume-weighted average trading price of the corporation's shares on the TSX Venture Exchange is greater than 30 cents for 20 consecutive trading days, at which time the corporation may give notice in writing to the warrant holders within 10 days of such an occurrence that the warrants shall expire on the 30th day following the giving of such notice.

c) Options Outstanding:

On December 18 2018, 1,150,000 stock options were issued, exercisable at $0.05. These options expire on December 19, 2023. During the year, 250,000 options with an exercise price of $0.12 and an expiry of September 23, 2022 have been cancelled and 1,075,000 stock options expired.

Number	Exercise Price	Expiry Date
250,050	$ 0.15	January 21, 2021
600,000	$ 0.05	August 10, 2020
500,000	$ 0.065	August 4, 2021
500,000	$ 0.085	August 26, 2021
350,000	$ 0.07	October 27, 2021
800,000	$ 0.11	March 2, 2022
1,575,000	$ 0.12	September 23, 2022
650,000	$ 0.08	December 29, 2022
200,000	$ 0.075	June 18, 2023
1,150,000	$0.05	December 18, 2023

6,575,050

Subsequent Events

Private Placement

On October 2, 2019 the Company closed the first tranche of non brokered private placement for $705,119.75.

On October 18, 2019 the Company closed second tranche of non brokered private placement for $1,169,074.50

20

The private placement, which encompasses the previous announcement first tranche closing on Oct. 2, 2019, consists of 13,836,109 flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)) priced at 5.5 cents per share, 8,363,000 charity flow-through units priced at 7.7 cents per unit and 8,531,950 non-flow-through units at 5.5 cents per unit. Both the flow-through and non-flow-through units consist of one share and one-half of a non-flow-through share purchase warrant, each full warrant being exercisable for a period of 18 months from closing into one common share at a price of nine cents per share subject to an acceleration clause.

The warrants, which form part of the units, may have their expiry time accelerated at any time prior to the expiry of the warrants if the volume-weighted average trading price of the corporation's shares on the TSX Venture Exchange is greater than 15 cents for 20 consecutive trading days, at which time the corporation may give notice in writing to the warrant holders within 10 days of such an occurrence that the warrants shall expire on the 30th day following the giving of such notice.

Issuance of Stock Options

On December 13, 2019 the Company issued 4,250,000 stock options for 5 years exercisable at $0.06.

Issuance of Shares for Property Options

On December 16, 2019 the Company issued 750,000 Class A common shares to Victoria Gold Corp. at a deemed price of $0.07 per share for the third year option requirement on the Aurex Property.

On December 16, 2019 the Company issued 400,000 Class A common shares to Alexco Resource Corp. at a deemed price of $0.07 per share for the third year option requirement on the McQuesten Property.

21