Bathurst Metals Corp. — Management Reports 2021

Jan 14, 2021

BATHURST METALS CORP. (Formerly Pacific Cascade Minerals Inc.)

Management’s Discussion and Analysis For the Year Ended September 30, 2020

BATHURST METALS CORP. (FORMERLY PACIFIC CASCADE MINERALS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2020

1.1 DATE

This management’s discussion and analysis ("MD&A") of the financial condition and operating results of Bathurst Metals Corp. (formerly Pacific Cascade Minerals Inc.) (“Bathurst” or the “Company”) for the year ended September 30, 2020 is derived from and should be read in conjunction with the Company’s audited financial statements for the year ended September 30, 2020, 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, 2020 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.

During the year, the Company changed its name from Pacific Cascade Minerals Inc. to Bathurst Metals Corp. The Company’s shares are now traded under the NEX board under the TSX-V Exchange under the new name with the stock symbol “BMV”. In conjunction with the name change, the Company also completed a share consolidation on the basis of one (1) post-consolidation common share for every three (3) pre-consolidation common shares.

‐ 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 16 of this MD&A. This MD&A has been prepared using information as of January 14, 2021 and approved by the Board on January 14, 2021.

1.2 BUSINESS OVERVIEW

Bathurst Metals Corp. 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 BMV.

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.bathurstmetals.com.

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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BATHURST METALS CORP. (FORMERLY PACIFIC CASCADE MINERALS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2020

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 with Canadian Palladium Resources Inc. (formerly 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.

During the year, the Company completed the acquisition of 100% interest in the property for the Turner Lake Project located in Nanavut by paying $46,721 for reimbursement of expenses for exploration, evaluation and development expenditures. The Company also issued 1,000,000 pre-consolidation shares at $0.05 per share. The original property owner will retain 1% NSR which may be purchased for $1,000,000 at any time after commercial production.

Turner Lake Project

The Turner Lake 3,500 Ha Property contains the Main and East Gold Zones and the Nickel Knob massive sulphide mineral deposits. The gold zones are hosted along a classic Archean Age, Iron/Magnesium Tholeiitic contact with gold mineralization occurring mainly within a crackle fractured greywacke containing quartz veinlets to veins, visible gold is common. Discovered in the 1960’s the Main Gold Zone has only had 22 diamond drill holes tested across the contact from Chevron minerals in 1986-1989 and Northrock Resources in 2008/2009. Historical diamond drilling results include from Chevron Minerals:

28.00 g/tonne Au /4.75 metres 12.86g/tonne Au/ 8.87 metres 15.20 g/tonne Au/4.00 metres 10.0 0g/tonne Au /4.00 metres

Northrock Resources diamond drilling results included:

13.20 g/tonne Au/13.00 metres 22.54 g/tonne Au/12.00 metres 16.20 g/tonne Au /8.50 metres

• All lengths presented are core lengths. True widths are estimated to range between 50 -70 percent.

The East Gold Zone is approximately 2 kilometres east of the Main Gold Zone along the same strike. Grab rock samples have returned up to 31.0 grams/tonne gold and the zone has not been drill tested.

The Nickel Knob Massive Sulphide Deposit is approximately 1.9 kilometres south of the Main Gold Zone and has had only limited drill testing consisting of five diamond drill holes. All holes encountered massive sulphides with the best intercept recorded being 1.81% copper, 1.64% Nickel over 14.0 metre core length.

The Main Gold Zone is drill ready, proposed diamond drilling will test the zone on a 50X50 metre pattern with the plan to conduct an NI-43-101 resource study upon its completion.

McAvoy Project

The McAvoy Lake 2700 Ha project area covers known north-south trending gold mineralization over 4.0 kilometres. Previous work had discovered this Archean Age gold mineralization with gold concentrations in grab samples over 50 grams/tonne. There is no additional information of any systematic mineral exploration including geophysics or drilling having been completed on the gold zone.

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BATHURST METALS CORP. (FORMERLY PACIFIC CASCADE MINERALS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2020

The McAvoy Project is an early stage, green fields, gold exploration property that requires detailed geological mapping and sampling and possibly geophysical surveys before drill testing

Glea Lake Project

Gela Lake, 2400 Ha Project covers a Proterozoic Monzo-Gabbro Intrusive that intruded the regional Bathurst Inlet Fault. Field studies conducted in 1975 located high concentrations of copper, nickel and cobalt all in close proximity to the Monzo-gabbro intrusive. Future studies will entail geological mapping and rock sampling of the Monzo-gabbro intrusive and mineralization proximal to the intrusive.

Bathurst Metals Corp. is surrounded by significant gold mines and deposits, these include:

SOUTH -Sabina Gold and Silver Corp, Back River Gold Project approximately 150 kilometres south is in development stage, Archean Iron Formations hosting a current compliant proven/probable reserve of over 3.5 million ounces gold, over 5.0 million ounces of measured and indicated resources and over 2.0 million ounces of gold in inferred resources. Their operational port facility is only about 35 kilometres from Turner Lake

EAST - TMAC Resources on east side of Bathurst Inlet, about 100 kilometres east from Turner Lake has been in operation for several years as of 2017 has over 2.5 million ounces of proven/probable gold reserves, over 5 million ounces of measured and indicated resources and 1.85 million ounces of inferred gold resources.

WEST – Ulu Gold deposit owned by Blue Star Gold Corp. about 65 kilometres west has current measured and indicated resource of 605,000 of gold at an average grade of 7.53 g/tonne.

Speers Lake Project

On November 5, 2020, the Company announce the acquisition of the Speers Lake Project by the physical staking of the FF-1 mineral claim covering 875 Ha. The company’s 100% owned property is located approximately 100 km south of Kugluktuk in Nunavut.

Speers Lake Pd/Pt/Au/Cu/Ni Project - Nunavut

The company’s Speers Lake Project covers known base and precious metal mineralization within or along the contact of the Proterozoic Layered Muskox Ultramafic Intrusive (LMUI) in western Nunavut. The region has received only sporadic, systematic exploration since its first discovery and exploration by Inco in the late 1950’s. Additional systematic exploration was not conducted again until the 1980’s and in 1999 to 2007. Several geochemical, geophysical, geological mapping and limited diamond drilling has been undertaken on the property with these studies being able to define at least two sulphide pulses associated with the emplacement of the LMUI. These pulses both contain high nickel and copper concentrations with associated precious metals. Listed below are some of the more significant precious metal assay results from historical geochemical rock sampling and diamond drilling.

– Historical Rock Geochemistry Grab Samples

Pt	Pd	Au	Cu	Ni
(g/tonne)	(g/tonne)	(g/tonne)	(%)	(%)
0.87	5.48	5.0	3.50	0.18
2.55	3.43	2.0	0.45	0.24

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BATHURST METALS CORP. (FORMERLY PACIFIC CASCADE MINERALS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2020

Historical Surface Chip Sampling

Pd	Pt	Au	Length
g/tonne	g/tonne	g/tonne	Metres
42.24	2.26	6.79	0.76
58.09	6.04	5.66	0.43

• Length is surface expression exposed, true thickness is unknown.

Historical Diamond Drilling – Diamond Drill Hole 87-S10 Assay Results

FROM	TO	THICKNESS	Pt	Pd	Au	Cu	Ni
(m)	(m)	(m)	(g/tonne)	(g/tonne)	(g/tonne)	(%)	(%)
94.40	95.10	0.70	1.94	38.45	6.03	1.18	3.89
107.23	107.63	0.40	5.57	52.71	1.41	0.22	3.79

*Thickness is core length, true width is unknown.

Figure #1– Projects 100% owned by Bathurst Metals Corp.

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Bathurst Metals Corp.
100% Owned Properties
Bathurst Metals Corp.
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BATHURST METALS CORP. (FORMERLY PACIFIC CASCADE MINERALS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2020

McGregor Lake Pt/Cu/Ni/Pd/Au Project - Nunavut

The company has acquired a100% interest by staking 11 mineral claims covering approximately 13,125 Ha covering the southern exposure of the Proterozoic, Layered Muskox Ultramafic Intrusive (LMUI) in western Nunavut.

The LMUI outcrops over 80 kilometres along strike and could be one of the largest layered, ultramafic complexes in the world based on regional airborne surveys. The region has received only sporadic, systematic exploration since its first discovery and exploration by Inco in the late 1950’s. Additional systematic exploration was not conducted again until the 1980’s and in 1999 to 2007. Several geochemical, geophysical, geological mapping and limited diamond drilling has been undertaken on the property. These studies have been able to define at least two sulphide pulses associated with the emplacement of the LMUI. These pulses both contain high nickel and copper concentrations with associated precious metals.

Listed below are some of the more significant historical precious metal assay results from rock sampling to date.

Historical Surface Chip Sampling

McGregor Lake Area

Pt	Pd	Au	Length
g/tonne	g/tonne	g/tonne	Metres
139.56	12.69	6.17	0.82
31.20	3.49	1.37	0.23
82.64	4.46	4.8	0.59
18.52	2.06	0.69	0.49
100.13	7.54	6.17	0.23
148.82	9.94	6.52	0.39

The Pyrrhotite Lake Area is approximately 5 kilometres south of the McGregor Lake Showings also along the eastern contact of the LMUI with the Archean Age Metasediments. Surface sampling was again able to return high precious metal values. Base metal values as shown in drill hole 87-P5 table also show high copper and nickel concentrations; however the relationship between precious and base metals does not indicate a strong positive correlation in some areas. Data compilation suggests the possibility of mineralization having been remobilized.

Pyrrhotite Lake Area

Pt	Pd	Au	Length
g/tonne	g/tonne	g/tonne	Metres
279.12	25.71	**20.92 **	Grab

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BATHURST METALS CORP. (FORMERLY PACIFIC CASCADE MINERALS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2020

Historical Diamond Drilling

Pyrrhotite Lake Area

Diamond Drill Hole 87-P5 Assay Results

FROM	TO	THICKNESS	Pt	Pd	Au	Cu	Ni
(m)	(m)	(m)	(g/tonne)	(g/tonne)	(g/tonne)	(%)	(%)
99.67	101.17	1.5	0.13	1.98	0.14	1.52	0.65
102.98	105.12	2.14	1.34	9.43	0.52	3.72	0.93
105.12	106.83	1.71	2.23	16.04	0.89	22.9	8.15
106.83	108.46	1.63	1.13	8.19	0.48	6.63	5.88

*Thickness is core length, true width is unknown.

Figure 2 – All Projects 100% owned by Bathurst Metals Corp.

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BATHURST METALS CORP. (FORMERLY PACIFIC CASCADE MINERALS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2020

Figure #3 Claim Location Map

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BATHURST METALS CORP. (FORMERLY PACIFIC CASCADE MINERALS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2020

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, 2020. The Company’s functional and reporting currency is the Canadian dollar.

Statements of Financial Position	September 30,	September 30,	September 30,	September 30,
Selected Information	2020		2019	2018
Total current assets	$ 19,990	$	93,149	$ 33,601
Total non-current assets	191,089		23,500	23,500
Total assets	$ 211,079	$	116,649	$ 57,101
Total current liabilities	$ 175,264	$	1,036,847	$ 1,533,828
Total non-current liabilities	-		-	-
Total shareholders’equity (deficiency)	35,815		(920,198)	(1,476,727)
Total liabilities and shareholders’ equity
(deficiency)	$211,079	$	116,649	$57,101

Total assets have increased during the 2020 fiscal year due to advances from loans payable and promissory notes payable. The funds were used to acquire the option payment for the Turner Lake Project, repayment of amounts due to related parties and repayment of one promissory note payable and payments of Company’s operation expenses during the year.

Total assets have increased at September 30, 2019 from September 30, 2018 due to the promissory notes payable 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 payable issued offset by fund used for operational expenses and payment of accounts payables and accrued liabilities.

The decrease in current liabilities during the 2020 fiscal year is due to the repayment of amounts due to related parties and certain debts extinguished by the issuance of shares in shares-for-debt transactions. The Company also incurred additional loans payable and promissory notes payable during the year and the loan payable amounts were included in the shares-for-debt exchange.

During the 2020 fiscal year, certain loans payable and amounts due to related parties were converted into common shares at $0.10 per share to settle $562,919 of loans outstanding at the date of exchange. Promissory notes payable of $149,500 that were originally issued in 2019 were converted at $0.05 per share along with 2,990,000 warrants issued with an exercise price of $0.05 for a period of 2 years from the date of issuance. In addition, at the end of 2020 fiscal year, all promissory note payable holders subscribed to common shares of the Company totalling $246,000.

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 shareholders’ deficiency during the 2020 fiscal year is due to the issuance of shares for mineral property and shares for debt, the conversion and subscription of the promissory notes payable to common shares, offset by the loss incurred during the year.

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BATHURST METALS CORP. (FORMERLY PACIFIC CASCADE MINERALS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2020

The decrease in the shareholders’ deficiency during the September 30, 2019 year end compared to the 2018 fiscal year is due to the gain recognised related to the write off of payables during the year.

	Years ended
Statement of Comprehensive Income (Loss) – Selected Information	September 30, 2020 September 30, 2019	September 30, 2018
Expenses General administration Write-off of payable balances	$ 189,732 $ 69,747 (17,141) (631,123)	$ 14,868 -
	172,591 561,376	14,868
Other Income and (loss) Loss on write-off of GST receivable	- (4,847)	-
Net income(loss) and comprehensive income(loss)	$ (172,591) $ 556,529	$ (14,868)
Earnings (loss) per share - basic and diluted	$ (0.01) $ 0.02	$ (0.00)

The Company’s general administration expenses include accounting, filing fee, interest and bank charges, investor’s relations, legal, management fee, office and miscellaneous expenses and transfer agent fees.

The general administration expenses in the 2020 fiscal year increased by $119,985 compared to the 2019 fiscal year due to the Company’s effort to re-list on the TSX and resume the development of its mineral property interest. During the current fiscal year, the Company added expenses of $18,824 for investors relations for consulting fees and the Company’s annual general meeting; $41,000 of management fees to the CEO and the CFO; and transfer agent fees of $13,726. The increase in general administration expenses is also due to the increase in accounting and audit fee of $7,323; increase of $8,397 in office and general; an increase of $26,574 in interest and bank charges from the increase in loans and promissory notes payable incurred in the 2020 fiscal year; and an increase of $1,979 in travel due to the increase in Company’s activities in obtaining financing for the year.

The increase in general administration expense increased in the 2019 fiscal year compared to the 2018 fiscal year due to the additional expenses for accounting, legal and filing fees to have the Company relisted on the TSXV NEX exchange.

The write-off of payable balances during the 2020 and 2019 fiscal years 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 with Canadian Palladium Resources Inc. (formerly Declan Cobalt Inc.) to purchase a 100% interest in the Turner Lake Project located in Nunavut. The Company’s agreement with the Vendor is an arm’s length transaction and there are no other ties between the two companies. There is no expiry date for the agreement.

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 (pre-consolidation) 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

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BATHURST METALS CORP. (FORMERLY PACIFIC CASCADE MINERALS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2020

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. Additional costs to mineral property for the 2020 fiscal year include $10,106 for claims extension fees, $28,308 for staking and $34,779 for transportation to the sites.

On July 28, 2020, the Company completed the acquisition of 100% interest in the property for the Turner Lake Project located in Nanavut. The Company paid expenses of $46,721 to the Vendor and issued 1,000,000 preconsolidation common shares of the Company at $0.045 per share for $45,000 as consideration for the property. There is a 1% net smelter return reserved by the original owners of the property which can be purchased for $1,000,000 at any time after commercial production. Transaction costs of $2,675 for legal costs have been paid.

1.5 SUMMARY OF QUARTERLY RESULTS

	Quarter Ended September 30, 2020	Quarter Ended June 30, 2020	Quarter Ended March 31, 2020	Quarter Ended December 31, 2019
(a) Revenue (b) Loss for the period (c) Loss per share – basic and diluted	Nil ($73,928) ($0.0027)	Nil ($23,073) ($0.00086)	Nil ($38,728) ($0.00144)	Nil ($36,862) ($0.00138)
	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 $565,856 $0.0211 $0.0204	Nil ($2,340) ($0.00009) -	Nil ($3,655) ($0.00014) -	Nil ($3,332) ($0.00012) -

The increase in loss of $50,855 for the period ended September 30, 2020 compared to the previous quarter is mainly attributable to increases of fees of $3,094 for accounting and audit fees; $4,978 for filing and listing fees; increase of $18,181 in investors relations for consultant and the Company’s annual general meeting; increase of $12,650 for legal fees; increase of $23,000 for management fees; increase of $2,089 for meals and entertainment; increase of $6,074 for transfer agent fees, offset by the write off of accounts payable of $17,141.

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.

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BATHURST METALS CORP. (FORMERLY PACIFIC CASCADE MINERALS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2020

1.6 RESULTS OF OPERATIONS

The Company recorded a net loss and comprehensive loss of $73,927 for the three months ended September 30, 2020 and a net loss and comprehensive loss of $172,591 for the year ended September 30, 2020.

The following provides a breakdown of the net expenses incurred for the three months and year ended September 30 for the 2020 and 2019 years:

		Three	Three
		months	months
		ended	ended	Year ended	Year ended
		September	September	September	September
		30, 2020	30, 2019	30, 2020	30, 2019
Expenses
Accounting and audit	$	9,987 $	25,000	$ 32,323	$ 25,000
Filing and listing fees		4,662	9,230	14,670	12,980
Financing fee, interest and bank charges		7,678	6,924	34,423	12,329
Investors relations		18,181	-	18,824	-
Legal fees		15,491	18,570	20,709	18,570
Management fees		23,000	-	41,000	-
Office, travel and meals		2,169	876	14,147	1,137
Transfer agent fee		9,900	-	13,726	-
Interest income		-	(180)	(90)	(269)
Write off of accounts payable and GST
receivable		(17,141)	(626,276)	(17,141)	(626,276)
Net (income) loss and comprehensive
(income) loss for the period	$	73,927 $	(565,856)	$172,591	$ (556,529)

Accounting and audit, filing and listing fees and legal fees were higher during the 3 months ended September 30, 2019 due to the Company’s effort to obtain financing and re-list the Company on the TSX. During the last quarter of 2020, the Company paid a consultant for investors relations for further financing and costs related to the Company’s annual general meeting, paid management fees to the CEO and a Company related to the CFO and also paid transfer agent fees for the Company’s share consolidation and agency fees.

The increase in accounting and audit fees for the 2020 fiscal year compared to the 2019 year is due to the costs for resuming the filing of quarterly and annual financial reports. Financing fee, interest and bank charges increased in 2020 due to the issuance of additional promissory notes payable of $271,000. The investors relations expenses are fees paid to a consultant for financing and costs for the Company’s annual general meeting. The Company resumed paying management fees of $36,000 to the CEO and $5,000 to a Company related to the CFO. Office and travel and meals have increased by $13,010 due to the increase effort for new financing and to resume operations. The Company also resumed trading on the NEX Board during the year and paid transfer agent fees and fees for share consolidation.

During the 2020 and the 2019 fiscal years, the Company wrote off debt of $17,141 and $631,123 respectively and also GST receivable of $4,847 that are no longer collectible during the 2019 fiscal year.

1.7 LIQUIDITY AND SOLVENCY

The Company normally maintains enough cash to meet the Company’s business requirements; however, as at September 30, 2020, 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.

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BATHURST METALS CORP. (FORMERLY PACIFIC CASCADE MINERALS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2020

During the year ended September 30, 2020, the Company’s primary source of funds comes from loan arrangements to finance operations. For the year ended September 30, 2020, the Company has a working capital deficit of $155,274.

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.

1.8 CAPITAL RESOURCES

During the year, the Company issued additional promissory notes payable at 7% for $225,000 and a promissory note payable of $46,000 with a fixed fee of $2,300. At the end of the 2020 fiscal year, all remaining promissory note payable holders subscribed to common shares of the Company.

The Company also received loans of $63,000, due on demand without interest terms.

During the year, the Company converted the unsecured promissory notes payable of $149,500 issued during the 2019 year end to common shares at $0.05 per share and also exchanged $562,919 of debt to common shares at $0.10 per share.

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.

Subsequent to the September 30, 2020, the Company completed a financing for $821,000 for 8,210,000 units. The units consist of 1 common share and 1 non-transferrable share purchase warrant with an exercise price of $0.18 for a period of one year from closing. Finders’ fees of $30,450 were paid. Of the financing completed, $246,000 is the result of extinguishing outstanding promissory notes payable.

The Company also completed a financing of 888,888 flow-through common shares at $0.18 per common share for gross proceeds of $160,000.

1.9 OFF BALANCE SHEET ARRANGEMENTS

The Company does not have off balance sheet arrangements for the year ended September 30, 2020.

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, 2020, the amounts payable totaled $144 for expenses paid on behalf of the Company by the CEO. The amount is measured at cost and is due on demand with no interest terms.

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BATHURST METALS CORP. (FORMERLY PACIFIC CASCADE MINERALS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2020

In addition, expenses of $11,993 were paid by a director and an officer on behalf of the Company as follow:

Person	Relationship	Purpose	Amount	Measurement Basis	On-Going Contractual Obligations
Harold Forzley	CEO & Director	Meals & Entertainment for Meetings	$ 2,159	Cost	No
Harold Forzley	CEO & Director	Legal fee for 2020 Annual Report	$ 423	Cost	No
Harold Forzley	CEO & Director	Office Supplies	$ 474	Cost	No
Harold Forzley	CEO & Director	Travel for Meetings	$ 92	Cost	No
Harold Forzley	CEO & Director	Website Maintenance	$ 261	Cost	No
Harold Forzley	CEO & Director	AGM Fees	$ 1,358	Cost	No
Harold Forzley	CEO & Director	Filing and Listing Fees	$ 700	Cost	No
Harold Forzley	CEO & Director	Transfer Agent Fees	$ 3,826	Cost	No
Harold Forzley	CEO & Director	Press Release Fee	$ 2,500	Cost	No
Chris MacPherson	CFO	Filing Fee	$ 200	Cost	No
Total			$11,993

(b) Key management compensation

$36,000 of management fees were accrued and paid to the CEO and $5,000 were paid to a Company related to the CFO. No management fees were paid or accrued for the 2019 fiscal year.

1.11 FOURTH QUARTER

Included in 1.6 Results of Operations.

1.12 PROPOSED TRANSACTIONS

There are currently no proposed transactions for the Company.

1.13 CRITICAL ACCOUNTING ESTIMATES

Not required as the Company is a Venture Issuer.

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BATHURST METALS CORP. (FORMERLY PACIFIC CASCADE MINERALS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2020

1.14 CHANGES IN ACCOUNTING POLICIES

There have been no changes in accounting policies for the year ended September 30, 2020 for the Company.

The following is a summary of accounting standards that are currently effective.

IFRS 16 Leases

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

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 .

The application of IFRS 16 has no material impact to the Company’s financial statements as the Company does not have any lease agreements.

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

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BATHURST METALS CORP. (FORMERLY PACIFIC CASCADE MINERALS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2020

The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. At September 30, 2020, the Company has cash of $11,168 available to settle current liabilities.

The Company’s accounts receivable consists of GST receivable which is due to be received upon the filing of the return for the fiscal year.

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

The Company normally maintains enough cash to meet the Company’s business requirements; however, as at September 30, 2020, 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

Disclosure of Outstanding Share Data

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

	Number Outstanding
Common Shares	44,869,649
Stock Options	4,350,000
Warrants	11,200,000

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

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BATHURST METALS CORP. (FORMERLY PACIFIC CASCADE MINERALS INC.) MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE YEAR ENDED SEPTEMBER 30, 2020

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.

Novel Coronavirus (“COVID-19”)

The Company’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease, including the recent outbreak of respiratory illness caused by COVID-19. The Company cannot accurately predict the impact COVID-19 will have on its operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. This widespread health crisis could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company’s operations and its ability to continue exploration activities.

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

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