Bathurst Metals Corp. — Management Reports 2020

Jan 13, 2020

PACIFIC CASCADE MINERALS INC.

Management’s Discussion and Analysis For the Year Ended September 30, 2019

PACIFIC CASCADE MINERALS INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2019

1.1 DATE

This management’s discussion and analysis ("MD&A") of the financial condition and operating results of Pacific Cascade Minerals Inc. (“Pacific Cascade” or the “Company”) for the year ended September 30, 2019 is derived from and should be read in conjunction with Pacific Cascade’s audited financial statements for the year ended September 30, 2019, as publicly filed on Sedar at www.sedar.com.

The Company prepared the audited financial statements and note disclosures for the year ended September 30, 2019 in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

This MD&A complements and supplements, but does not form part of the Company’s audited financial statements.

All dollar amounts contained herein are expressed in Canadian dollars unless otherwise stated.

‐ Cautionary Note to Investors Concerning Forward looking Statements

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

This MD&A contains forward-looking statements that are based on the Company’s expectations, estimates and projections regarding its business, and the economic environment in which it operates. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Examples of specific risks associated with the operations of the Company are set out under “Risk Factors”. Actual outcomes and results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements.

All forward-looking statements have been made subject to risk factors set out starting on page 12 of this MD&A.

The Company was delisted from the TSX-V Exchange on January 27, 2016 and has not been relisted. The Company is currently raising capital and completing the requirements to re-active it’s listing on the Exchange.

This MD&A has been prepared using information as of January 10, 2020 and approved by the Board on January 10, 2020.

1.2 BUSINESS OVERVIEW

Pacific Cascade Minerals Inc. is an exploration stage company engaged in the business of acquiring and exploring mineral property interests. If warranted, developing mineral resource properties and placing such properties into production. The Company is a reporting issuer in British Columbia and Alberta and is also listed on the NEX, a separate board of the TSX Venture Exchange under the symbol PCV.

Additional information related to the Company is available on the regulatory filings website SEDAR at www.sedar.com and the Company's website at www.pacificcascade.ca.

The Company’s operations are primarily funded by equity subscriptions and short-term loans. Future capital requirements will depend on many factors including the Company's ability to execute its business plan. The Company intends to continue relying upon the issuance of capital stock to finance its future activities, but there can be no assurance that such financing will be available on a timely basis under terms acceptable to the Company. Inability to secure future financing would have a material adverse effect on the Company’s business,

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PACIFIC CASCADE MINERALS INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2019

results of operations and financial condition. The Company has experienced difficulty obtaining financing to provide it with the working capital to meet its financial obligations, exploration and development commitments, and operations.

On September 11, 2018, the Company announces it has signed an agreement (subject to TSX-V approval) with Declan Cobalt Inc. (the "Vendor") to purchase a 100% interest in the Turner Lake Project (the "Property") located in Nunavut, Canada. The Company plans to raise funds through private placements and secure loan arrangements to finance the project and its operations.

1.3 SELECTED ANNUAL INFORMATION

The Company’s financial statements and the financial information set out below are prepared in accordance with IFRS as issued by the IASB. The Company’s significant accounting policies are disclosed in note 3 of the Company’s audited financial statements for the year ended September 30, 2019. The Company’s functional and reporting currency is the Canadian dollar.

Statements of Financial Position
Selected Information		September 30,		September 30,	September 30,
		2019		2018		2017
Total current assets	$ 93,149		$	33,601	$	33,120
Total non-current assets		23,500		23,500		23,500
Total assets	$	116,649	$	57,101	$	56,620
Total current liabilities	$	1,036,847	$	1,533,828	$	1,518,479
Total non-current liabilities		-		-		-
Total shareholders’deficiency		(920,198)		(1,476,727)		(1,461,859)
Total liabilities and shareholders’
(deficiency)	$	116,649	$	57,101	$	56,620

Total assets have increased at September 30, 2019 from September 30, 2018 due to the promissory notes financing of $149,500 raised in September 2019. The net increase in current assets of $59,548 is the result of cash received from the promissory notes issued offset by fund used for operational expenses and payment of accounts payables.

The decrease in current liabilities during the September 30, 2019 fiscal year compared to the September 30,

2018 fiscal year is mainly due to the write-off of payables of $631,123.

The decrease in the shareholders’ deficiency during the September 30, 2019 year end is due to the gain recognised related to the write off of payables during the year.

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PACIFIC CASCADE MINERALS INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2019

	Years ended
Statement of Comprehensive Loss – Selected Information September 30, 2019	September 30, 2018	September 30, 2017
Expenses General administration $ 69,747 Write-off of payable balances (631,123)	$ 14,868 -	$ 13,643 -
561,376	14,868	13,643
Other Income and (loss) Loss on write-off of GST receivable (4,847)	-	-
Net income (loss) and comprehensive income(loss) $ 556,529	$ (14,868)	$ (13,643)
Basic and diluted lossper share $ 0.0069	$ (0.0002)	$ (0.0002)

The Company’s general administration expenses include accounting, filing fee, interest and bank charges, legal and office and miscellaneous expenses.

The increase in general administration expense increased in the 2019 fiscal year is due to the additional expenses for accounting, legal and filing fees to have the Company relisted on the Canadian Securities Exchange.

The write-off of payable balances are the accumulation of debt from prior years that vendors have forgiven and the write off of GST receivable is for the input tax credits and balances that the Canada Revenue Agency has deemed no longer refundable to the Company.

1.4 DISCUSSION OF OPERATIONS

– Significant Project Turner Lake Project, Nunavut

On September 11, 2018, the Company entered into an agreement (subject to TSX approval) with Declan Cobalt Inc. to purchase a 100% interest in the Turner Lake Project located in Nunavut.

The Property consists of 2 claims. Under the terms of the agreement the Company agrees to purchase a 100% right title and interest in the property in exchange for 1,000,000 common shares of the Company to be delivered to the Vendor within 10 days after the Company receives regulatory approval (the “Completion Date”). The Company will reimburse the Vendor for expenses on exploration, evaluation and development activities totaling $46,721 with $25,000 on the Completion Date and provide a note for $21,721 to be paid within 120 days after the Completion Date. There is a 1% net smelter return ("NSR") reserved by the original property owners which may be purchased for $1,000,000 at any time after commercial production.

At September 30, 2019, the Company has not made any payments to the Vendor in connection with thus agreement.

The Property contains three known Archean mineral occurrences called the Main and East Gold Zones and Nickel Knob. The Main Gold Zone trends for approximately 500 metres, open to depth and occurs along an Archean aged rift off a larger regional structure. Para-conglomerates occur on the down drop side of the rift that was later intruded by an Archean age intermediate intrusive. Host rocks are in lower Amphibolite facies.

Gold mineralization at the Main Gold Zone is situated along a Fe/Mg Tholiietic contact with the majority of the gold hosted in a crackled fractured, iron-rich metasediment containing quartz veining/microveining. Gauge

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PACIFIC CASCADE MINERALS INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2019

minerals include Arsenopyrite and minor pyrrhotite with visible commonly observed in the quartz veins. ICP analysis indicating elevated silver and bismuth concentrations also present in the gold zone.

The Main Gold Zone was first discovered in the 1960s and has been the focus of most exploration work. Chevron Minerals Ltd. and Silver Hart Mines Ltd. from 1986 to 1989 were the first companies to undertake systematic diamond drilling and surface sampling of this zone. Highlights of their 18 hole, diamond drilling program of the Main Gold Zone include:

28.00 g/tonne gold over 4.75 metres 12.86 g/tonne gold over 8.87 metres 4.08 g/tonne gold over 15.27 metres 15.20 g/tonne gold over 4.00 metres 10.00 g/tonne gold over 5.00 metres

In 2008 a diamond drill program was carried out by Northrock Resources Inc. consisting of 21 drill holes which successfully outlined gold mineralization at the Main Gold Showing and discovered massive sulphide mineralization at the Nickel Knob Showing. Ni Knob drilling discovered that the gossanous showing with up to 5-15% sulphides is the upper portion of a polymetallic massive sulphide zone at depth. The zone is hosted in volcanoclastics with an altered ultramafic unit along the footwall of one drill section. The Ni Knob Zone was drill tested along a 50 metre inferred strike length and to a 70 metre depth and remains open in all directions.

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PACIFIC CASCADE MINERALS INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2019

2008 Turner Lake – Main Gold Showing Composite Results

Hole Name	From	To	Interval	Gold	Gold	Visible Gold	Area Tested
	(m)	(m)	(m)	(g/tonne)	(oz/ton)
TL-08-001	33.7	35	1.3	9.53	0.28		East Fold Nose
	44	48.9	4.9	4.41	0.13	VG
	52	54	2	1.69	0.05
TL-08-004	19	22	3	6.25	0.18		East Fold Nose
	26.9	27.9	1	8.96	0.25
	76	78	2	4.95	0.14
TL-08-005	NSV						East Fold Nose
TL-08-006	47	57	10	3.18	0.09	VG	West Fold Area
	74	75	1	3.34	0.1
	80	83	3	2.65	0.08
TL-08-007	68	77.34	9.34	2.49	0.07	VG	West Fold Area
	98	101	3	1.39	0.04
	146	149	3	1.25	0.04	VG
TL-08-008	105.3	107.15	1.85	3.06	0.09		West Fold Area
TL-08-009	65.3	72.2	6.9	3.22	0.09	VG	Main Gold Zone
TL-08-010	126.6	129.1	2.5	2.95	0.09		Main Gold Zone
TL-08-011	171	176	5	4.7	0.14	VG	Main Gold Zone
	180	181	1.42	0.04
	183	184	1	3.8	0.11
TL-08-012	115.2	123.7	8.5	16.2	0.47	VG	Main Gold Zone
including	116.2	118.2	2	31.85	0.93	VG
including	121.2	123.2	2	25.2	0.74	VG
TL-08-013	275	280	5	8.9	0.26	VG	Main Gold Zone
TL-08-019	42	46	4	4.9	0.14	VG	Main Gold Zone
TL-08-020	59	69	10	4.39	0.13	VG	Main Gold Zone
including	67	68	1	15.3	0.45	VG
TL-08-021	86	88	2	1.53	0.05	VG	Main Gold Zone
	92	100	8	8.36	0.24	VG
including	96	98	2	18.6	0.54	VG

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PACIFIC CASCADE MINERALS INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2019

Turner Lake – Ni Knob – Composite Results

From (m)	To (m)	Interval (m)	Nickel (%)	Copper (%)	Silver (g/tonne)	Lead/Zinc (%)	Gold (g/tonne)
48.00	53.00	5.0	0.88	0.65	4.74
92.75	96.00	3.3	0.46	0.36	3.68
66.00	72.00	6.0	0.82	0.42	2.62
41.00	55.00	14.0	1.62	1.87	15.75
50.00	53.00	3.0	4.19	1.19	44.67	1.66	0.46
54.00	61.00	7.0	0.94	0.79	4.44
57.00	60.00	3.0	1.74	0.98	6.10

Core lengths are estimated to range between 55-80% of true width as the zone is interpreted to have a near vertical dip.

The 2009 drill program consisted of 1,181.72 metres of NQ, diamond drilling in nine holes at the main Gold Zone. This program confirmed the Main Gold Zone has good continuity along strike and down-dip and, as found in all previous drilling programs, significant gold mineralization occurs within a brecciated, metagreywacke enclosed within ultramafic volcanics. Visible gold was noted in eight of the nine holes completed in 2009.

2009 Turner Lake - Main Gold Showing Composite Drill Results

Drill Hole	From (m)	To (m)	Width (m)		Grams/tonne (Metallic Assay) Gold		Visible Gold (specks)
TL-09-22	28.50	32.50	4.00		4.91		8
including	31.50	32.50	1.00		9.80
TL-09-23	34.20	34.70	0.50		19.20
TL-09-24	40.70	44.10	3.40		2.35
including	40.20	40.70	0.50		9.42		3
TL-09-25	50.00	61.20	11.20		3.32		2
including	50.00	52.00	2.00		9.35
	60.00	61.20	1.20		10.10		4
TL-09-26	93.00	111.00	18.00		5.60		28
including	93.00	95.00	2.00		12.50
including	98.00	99.00	1.00		10.70
including	103.00	108.00	5.00		8.70
TL-09-27	88.60	93.60	5.00		3.30		8
including	91.60	93.60	2.00		5.74
TL-09-28	101.0	102.0	1.00		6.36		3
	111.0	113.0	2.00		22.54		14
	124.0	132.0	8.00		4.92		11
including	124.0	127.0	3.00		6.49
TL-09-29	104.0	117.0	13.0		13.21		26
including	113.0	117.0	4.00		29.73

PACIFIC CASCADE MINERALS INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2019

including	113.0	114.0	1.00		75.60
including	116.0	117.0	1.00		31.80
	124.0	131.0	7.00		4.85		18
	136.0	147.0	11.00		7.31		16
including	138.0	142.0	4.00		11.14
TL-09-30	168.0	171.0	3.00		4.52		3
	180.0	183.0	3.00		5.45		3

The estimated true width of the mineralization ranges between 30 to 87 percent of the core lengths. Technical information in this news release has been reviewed by Mr. Lorne Warner, P.Geo., a qualified person as defined in NI 43-101.

1.5 SUMMARY OF QUARTERLY RESULTS

	Quarter Ended September 30, 2019	Quarter Ended June 30, 2019	Quarter Ended March 31, 2019	Quarter Ended December 31, 2018
(a) Revenue (b) Income/(Loss) for the period (c) Earnings/(Loss) per share – basic d) Earnings per share - diluted	Nil $560,606 $0.0070 $0.0068	Nil ($1,255) ($0.00002) -	Nil ($1,336) ($0.00002) -	Nil ($1,486) ($0.00002) -
	Quarter Ended September 30, 2018	Quarter Ended June 30, 2018	Quarter Ended March 31, 2018	Quarter Ended December 31, 2017
(a) Revenue (b) (Loss) for the period (c) Loss per share - basic (d) Loss per share - diluted	Nil ($10,052) ($0.0001) -	Nil ($1,255) ($0.00002) -	Nil ($2,184) ($0.00003) -	Nil ($1,377) ($0.00002) -

The income for the quarter ended September 30, 2019 is due to the write off of payables of $631,123. The income for the quarter ended September 30, 2019 is offset with expenses for audit and accounting, filing fees, interest on loans and legal fees.

The increase in loss for the quarter ended September 30, 2018 compared to the all other quarters in the 2018 fiscal year is due to expenses on filing fees, interest expense on loans and office expenses accrued at year end.

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PACIFIC CASCADE MINERALS INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2019

1.6 RESULTS OF OPERATIONS

The Company recorded a net income and comprehensive income of $556,529 for the year ended September 30, 2019 and a net loss and comprehensive loss of $14,868 for the year ended September 30, 2018. The following provides a breakdown of the net expenses incurred for the years ended September 30, 2019 and 2018:

		Year ended	September 30,	September 30,
		2019		2018
Expenses
Accounting and audit	$	25,000	$	-
Filing and listing fees		12,980		5,000
Financing fee, Interest and bank charges		12,329		7,423
Legal		18,570		423
Office, travel and meals		1,137		2,264
Interest income		(269)		(242)
Write-off of payables		(631,123)		-
Write off of GST receivable		4,847		-
Net (income)/loss and comprehensive (income)/loss for year	$	(556,529)	$	14,868

The Company had no exploration activities and minimal operating activities during the 2018 fiscal year due no financing completed.

During the 2019 fiscal year, the Company completed a financing for promissory notes that are convertible to common shares. The increase in expenses for each category is due to the Company’s plan to re-list on the TSX-Venture Exchange. The Company accrued audit and accounting fees, filing fees and incurred legal fees for correspondences with the Securities Commissions.

1.7 LIQUIDITY AND SOLVENCY

The Company normally maintains enough cash to meet the Company’s business requirements; however, as at September 30, 2019, the Company insufficient cash balance to meet obligations. The Company will be required to raise additional capital in order to fund its operations and pay liabilities as they come due.

During the year ended September 30, 2019, the Company’s primary source of funds comes from loan arrangements to finance operations. For the year ended September 30, 2019, the Company incurred net income of $556,529 due to the write off of payables of $631,123 as management has deemed these amounts no longer payable and has working capital deficit of $943,698.

The Company does not generate revenues from operations and the Company does not have sufficient working capital to meet its planned operations and exploration activities. The Company has relied mainly upon the issuance of capital stock and loan arrangements to finance its activities. The Company intends to continue relying upon the issuance of capital stock to finance its future activities, but there can be no assurance that such financing will be available on a timely basis under terms acceptable to the Company. Inability to secure future financing would have a material adverse effect on the Company’s business, results of operations and financial condition. The Company has made cutbacks in operations and overhead cost as a result of difficulty in financing.

The Company plans to fund exploration activities at Turner Lake and operating costs through equity financing.

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PACIFIC CASCADE MINERALS INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2019

1.8 CAPITAL RESOURCES

On September 19, 2019, the Company completed a financing by issuing unsecured convertible promissory notes (“Notes’) in the aggregate amount of $149,500. The Notes have a term of one year bearing interest at the rate of 7% per annum, convertible into units with a conversion price of $0.05. Each unit consists of one common share and one non-transferable common share purchase warrant with each warrant entitling the holder to acquire an additional common share for a period of 2 years for a price of $0.05 per share.

At September 30, 2019, there were no externally imposed capital requirements to which the Company is subject and with which the Company has not complied and there are no sources of financing that the Company has arranged but not yet used.

The Company considers its capital under management to be its capital stock, loans payable and promissory notes payable, and makes adjustments to it based on the funds available to the Company in order to support future business opportunities.

1.9 OFF BALANCE SHEET ARRANGEMENTS

The Company does not have off balance sheet arrangements for the year ended September 30, 2019.

1.10 TRANSACTIONS BETWEEN RELATED PARTIES

• (a) Due to related parties

The Company has entered into the following related party transactions because alternative sources of financing were unavailable due to the lack of collateral and limited access to public financing due to current global financial conditions.

Due to related parties consist of advances, accrued management fees and expenses paid by directors of the Company. As at September 30, 2019, the amount totaled $459,613. During the year, the Company wrote off $42,000 of management fees and $43,860 of consulting fees to certain directors and repaid $20,000 to a director. In addition, expenses of $3,620 were paid by directors on behalf of the Company. The balance due to related parties are due on demand with no interest terms.

• (c) Key management compensation

There were no management fees paid during the 2019 and 2018 fiscal years. At September 30, 2019, $63,000 of management fees were accrued (2018 - $105,000).

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PACIFIC CASCADE MINERALS INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2019

1.11 FOURTH QUARTER

	Three	months ended	September 30,	September 30,
		2019		2018
Expenses
Accounting and audit	$	25,000	$	-
Filing and listing fees		9,230		1,250
Financing fees		4,480		-
General and office		185		1,026
Interest and bank charges		7,694		7,319
Legal		18,570		423
Travel and promotion		691		210
Interest income		(180)		(176)
Write off of payables		(631,123)		-
Write-off of GST receivable		4,847		-
Net (income)/loss and comprehensive (income)/loss for
period	$	(560,606)	$	10,052

Accounting and audit fees, filing and listing fees and legal fees increased in the three months ended September 30, 2019 compared to September 30, 2018 due to the expenditures required for the Company’s intent to relist on the TSX-Venture.

The Company incurred financing fees of $4,480 for the promissory notes issued during the 2019 fiscal year.

During 2019, management has deemed certain payables and the GST receivable to be no longer due/ receivable and wrote off the balances.

1.12 PROPOSED TRANSACTIONS

The Company intends to re-list on the TSX-Venture Exchange. Once completed, the Company will convert the promissory notes of $149,500 issued on September 19, 2019 into common share units at a price of $0.05 per unit consisting of one common share and one warrant. Each warrant will entitle the holder to acquire an additional common share at $0.05 per share. The warrants will expire in 2 years from the date of issuance.

1.13 CRITICAL ACCOUNTING ESTIMATES

Not required as the Company is a Venture Issuer.

1.14 CHANGES IN ACCOUNTING POLICIES

There have been no changes in accounting policies for the year ended September 30, 2019 for the Company. The following is a summary of accounting standards that are effective in future periods that may have an impact on the Company:

IFRS 16 Leases

Earlier application permitted for entities that also apply IFRS 15 Revenue from Contracts with Customers .

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PACIFIC CASCADE MINERALS INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2019

This new standard sets out the principles for the recognition, measurement, presentation and disclosure of leases for both the lessee and the lessor. The new standard introduces a single lessee accounting model that requires the recognition of all assets and liabilities arising from a lease.

The main features of the new standard are as follows:

• An entity identifies as a lease a contract that conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

• A lessee recognizes an asset representing the right to use the leased asset, and a liability for its obligation to make lease payments. Exceptions are permitted for short-term leases and leases of low-value assets.

• A lease asset is initially measured at cost, and is then depreciated similarly to property, plant and equipment. A lease liability is initially measured at the present value of the unpaid lease payments.

• A lessee presents interest expense on a lease liability separately from depreciation of a lease asset in the statement of profit or loss and other comprehensive income.

• A lessor continues to classify its leases as operating leases or finance leases, and to account for them accordingly.

• A lessor provides enhanced disclosures about its risk exposure, particularly exposure to residual-value risk.

The new standard supersedes the requirements in IAS 17 Leases , IFRIC 4 Determining whether an Arrangement contains a Lease , SIC-15 Operating Leases – Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease .

This standard is effective for the Company’s annual period beginning on October 1, 2019. Management is currently assessing the impact of the application of IFRS 16 on the Company’s financial statements. The application of IFRS 16 is estimated to have no material impact.

1.15 FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS

The Company classifies its cash as fair value through profit or loss, and accrued liabilities, loans payable, balances due to related parties, and promissory notes payable as financial liabilities measured at amortized cost.

The Company’s financial instruments are exposed to certain financial risks, including credit risk, liquidity risk, interest rate risk and foreign currency risk.

(a) Credit risk

Concentration of credit risk exists with respect to the Company’s reclamation bonds and deposit of $23,500, which are held at a single major Canadian financial institution.

Credit risk is minimized by ensuring that these financial assets are placed with a major Canadian financial institution with strong investment-grade rating by a primary ratings agency.

(b) Liquidity risk

The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. At September 30, 2019, the Company has cash of $87,893 available to settle current liabilities.

The Company’s accounts receivable consists of GST receivable which is due to be received in the next six months.

The Company’s accounts payable, amounts due to related parties, loans payable and promissory notes are due 0-3 months or due on demand.

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PACIFIC CASCADE MINERALS INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2019

The Company normally maintains enough cash to meet the Company’s business requirements; however, as at September 30, 2019, there is an insufficient cash balance to meet obligations. The Company will be required to raise additional capital in order to fund its operations and liabilities as they come due.

(c) Interest rate risk

As the Company’s loans payable have fixed interest rates, the Company’s sensitivity analysis indicates that exposure to interest rate risk is minimal.

(d) Foreign currency risk

The Company is not exposed to significant foreign currency risk on its financial instruments.

1.16 OTHER MD&A REQUIREMENTS

• (a) Disclosure of Outstanding Share Data

The following details the share capital structure as at the date of this MD&A:

	Number Outstanding
Common Shares	80,454,719
Stock Options	2,500,000

• (b) Internal Controls over Financial Reporting Procedures

The Company's management, including the Chief Executive Officer and the Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of the Chief Executive Officer and Chief Financial Officer, the Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company's internal control over financial reporting includes those policies and procedures that:

• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

There has been no change in the design of the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting during the period covered by this MD&A.

• (c) Disclosure Controls and Procedures

The Company has disclosure controls and procedures in place to provide reasonable assurance that any information required to be disclosed by the Company under securities legislation is recorded, processed, summarized and reported within the appropriate time periods and that required information is accumulated and communicated to the Company's management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, so that decisions can be made about the timely disclosure of that information. (d) Limitations of Controls and Procedures

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PACIFIC CASCADE MINERALS INC. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2019

The Company's management, including its Chief Executive Officer and Chief Financial Officer, believe that any system of disclosure controls and procedures or internal control over financial reporting, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Furthermore, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, they cannot provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. These inherent limitations ‐ include the realities that judgments in decision making can be faulty and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and not be detected.

1.17 INDUSTRY/ECONOMIC FACTORS AND RISKS

The Company is engaged in the exploration for and development of mineral resources. These activities contain significant risks which careful planning, analysis, experience and knowledge may not, eliminate. The commercial viability of any mineral deposit depends on many factors not all of which are within the control of management. Some of the factors that affect the economics of a given mineral deposit include its size, grade and proximity to infrastructure, government regulation, taxes, royalties, land tenure, land use, environmental protection and reclamation and closure obligations, all have an impact on the economic viability of a mineral deposit.

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The Company has entered into an agreement to acquire 100% interest in the Turner Lake Project mineral property. Annual operating losses are expected to continue until the Company has an interest in a mineral property that produces revenues. The Company's ability to continue its operations and to realize assets at their carrying values is dependent upon the continued support of its shareholders, obtaining additional financing and generating revenues sufficient to cover its long-term operating costs. There can be no assurance that such financing will be available on a timely basis under terms acceptable to the Company. The accompanying financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

The forward-looking information in this management’s discussion and analysis is based on the conclusions of management.

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