Beauce Gold Fields Inc.

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Management Discussion and Analysis

For the Year ended July 31, 2020

INTRODUCTION

This management discussion and analysis (MD&A), prepared as at November 17, 2020, contains information as at July 31, 2020 and should be read in conjunction with the Financial Statements for the year ended July 31, 2020 of Beauce Gold Fields Inc. (‘’Beauce’’, the ‘’Corporation’’ or ‘’BGF’’). The Notes referred to in this MD&A refer back to the Notes in the Financial Statements. The Audited Financial Statements are presented in compliance with the International Financial Information Standards (IFRS). All amounts are in Canadian dollars.

The Financial Statements of July 31, 2020, were audited by the Corporation`s Auditors Raymond Chabot Grant Thornton.

The Financial Statements were not adjusted in regard to the accounting value of Assets and Liabilities, Revenues and Expenses and to the classification used in the preparation of the Cash Flow Statement under the hypothesis of the Corporation`s ability to continue as a going concern. These adjustments could be significant.

In March 2020, the World Health Organization declared the COVID-19 epidemic a pandemic. The situation is constantly evolving, and the measures put in place have numerous economic repercussions at the global, national, provincial and local levels. These measures, which include travel bans, solitary confinement or quarantine, voluntary or not, and social distancing, have caused significant disruption among businesses, globally and in Canada, due to the slowdown economic. Governments and central banks responded by implementing monetary and fiscal measures to stabilize the world economy; however, the current difficult economic climate may cause adverse changes in cash flow, the level of working capital and / or the search for future financing, which could have a direct impact on the Company future financial position. The financial impact on the Company is not know at this time.

Beauce Gold Fields Inc. was incorporated on August 1, 2016, under the Canada Business Corporations Act. The Corporation`s shares are part of the Emerging Corporation category and are publicly traded on the TSX-Venture Exchange (“TSX-V”) under the symbol:”BGF”. It is a reporting issuer under the securities laws of the provinces of Quebec, Alberta and British Columbia. Beauce Gold Fields’s Head Office is located at 3000, Omer-Lavallée Street, Suite 306, Montréal, Québec, Canada, H2Y 1R8.

The Corporation regularly presents supplementary information on its activities which are filed on (SEDAR) (www.sedar.com).

FORWARD LOOKING STATEMENTS

This MD&A contains forward-looking statements that are based on the Company's expectations, estimates and projections regarding its business, the mining industry in general and the economic environment in which it operates as of the date of the MD&A. These statements are reasonable but involve a number of risks and uncertainties, which are identified in the regular filings done by the Corporation with the Canadian Regulatory Authorities and there can be no assurance that they will prove to be accurate and the final results as well as future events could vary in a material manner and contradict the results expected under these Statements. Therefore, actual outcome and results may differ materially from those expressed in or implied by these forward-looking statements.

The Forward Looking Statements are influenced by a variety of risks, uncertainties and other factors which could significantly alter the results and actual events. When used in this document the words such

as “could”, “plan”, “estimate”, “intention”, “potential”, “should” and similar expressions are Forward Looking Statements.

Even though the Corporation believes that the expectations expressed in these Forward Looking Statements are reasonable, these statements are subject to risks and uncertainties and there is no assurance given by the Corporation that the expected results will correspond to the Forward Looking Statements.

Many risks exist which could render these Forward Looking Statements erroneous such as the price movements in the metals markets, the fluctuations in the foreign exchange and interest rate, of under or over estimated reserves, environmental risks (ever increasing regulations), social acceptibility, unforeseen geological situations, negative extraction conditions, changes in government regulations and policies, the inability to obtain the needed permits and government approvals, or any other risk tied to exploration and development.

The Corporation`s ability to continue its operations is subject to securing additional financings needed to continue the exploration of its mineral properties and to the continuous support of suppliers and creditors. Even though the Corporation was able to secure such financings in the past there is no guarantee it will be able to do so in the future.

The Corporation commits to update its Forward-Looking Statements and to advise its shareholders if circumstances, estimates or opinions issued by Management must be changed.

NATURE OF ACTIVITIES

The Company's objectives are to explore for minerals resources and to find mineral deposits that could potentially lead to viable commercial operations.

The Company has not yet determined whether the natural resource property it is exploring contains any ore reserves that are economically mineable. Continued exploration and development of it properties is dependent upon the Company’s ability in securing the necessary funding.

OVERALL PERFORMANCE DURING OF 2020

During the month of June 2020, the Company issuance of 4,500,000 private placement equity units for a total of $405,000. Each unit consisting in one (1) common share at $0.10 and one warrant entitles its holder to subscribe for one common share at a price of $0.15 for two (2) years.
During the month of February 2020, a comparative analysis of gold particles and the geochemistry of bedrock samples taken at the geological fault line exposed at Poulin Trench 10008 show a strong correlation of tracer elements.
During the month of February 2020, a comparative analysis of gold particles and the geochemistry of bedrock samples taken at the geological fault line exposed at Poulin Trench 10008 show a strong correlation of tracer elements.
During the month of January 2020, a 2 kg sub-sample from a 146.6 kg bulk sample, contained 0.55 mg of gold particles. In addition, this trench exposed a main geological fault line on the StSimon-Les-Mines property.

OVERALL PERFORMANCE DURING OF 2020 (continued)

During the month of December 2019, the Company carried out three additional induced geoelectric polarization surveys on the St-Simon-Les-Mines property.
During the month of December 2019 on the St-Simon-Les-Mines property, the Company sent more than 200 rock samples for preparation and analysis.
The Company completed a private placement of $ 30,000 during the month of December 2019.
During the month of October 2019, the Company excavated two trenches that confirmed the presence of a major fault on the St-Simon-Les-Mine property.
During the month of August 2019, the Company announced the results of a geoelectric tomography survey in the western part of the St-Simon-Les-Mine property.
During the month of September and October 2019, the Company completed two private placements totaling $ 201,750.

SUMMARY OF CURRENT ASSETS AND EXPLORATION WORK

As at July 31, 2020, the Corporation held cash in an amount of $313,267 , $14,821 in Goods and Services tax receivables and $4,895 in prepaid expenses.
For the exercise on July 31, 2020, the Company carried $131,639 in exploration work on its properties.

EXPLORATION ACTIVITIES AND PROJECTS

PROJECT: SAINT-SIMON-LES MINES

During the month october 2020, the trenches exposed long vertical bands of fractured volcaniclastic bedrock, rusty quartz veins and black shales. The exposed rusty quartz veins are similar yet more abundant and wider than the gold bearing fractured quartz sampled from Poulin trench 10008, some 260 meters south west. More trenching and outcrop sampling is to continue into the season for approximate 400 meters along strike the placer channel on the southern side of the Gilbert river, up to the opposite side of the Poulin trenches. The trenches west of St-Gustave road are on land fully owned by the Company. Further trenching and outcrop sampling will also be completed on private property to the East of St-Gustave road.

Bedrock will be washed clean to remove any potential placer gold contaminants. Channeled samples will be cut and sent to a laboratory for analysis. The data generated by the trenching and sampling campaign will help in the orientation of future diamond drill campaigns.

The excavated trenches are close to the six-kilometer long placer channel consisting of unconsolidated gold-bearing auriferous units of a lower saprolite and an upper brown diamictite (basal till). Therefore, if any of the trenches expose orange basal till, it will be sampled separately for placer gold content.

PROJECT: SAINT-SIMON-LES MINES (continued)

The Company also had assumed the payment to a third party of a royalty of 1.5% of which, at the option of the company, 1% was redeemable for an amount of $1,000,000. The 1.5% royalty will be redeemed by the Company from the holder thereof by means of the issuance of 700,000 common shares of its capital stock representing the redemption price of $108,500.

During the month of December 2019, the Company has dug fourteen trenches in the Poulin section. The trenches were dug and the exposed bedrock was cleaned with jets of water to remove the overburden. Nine of the trenches were channel sampled. Four of the trenches, 10008, 10009, 10015 and 10016 showed the presence of volcaniclastic bedrock heavly altered by injections of rusty quartz veins that were then channelled and bulk sampled. These trenches were subject to high resolution photogrammetric imagery and detailed geological and structural mapping. The veined area is 2.5 to 3 m thick and has been observed in trenches 10008, 10009 and 10016. Trenches 10008 and 10009 have shown the presence of faulted contact between volcaniclastic rocks (north) and sedimentary rocks (south). The structural discontinuity corresponds to a brittle (fragile) type fault associated with a non-cohesive cataclasite (gouged zone) rich in small fragments of quartz. This laminated 35 cm thick structure, dips to the south and follows a NE-SW direction.The observation of this structure in the trenches seems to confirm the presence of a major fault. Moreover, a 2 kg subsample from a 146.6 kg bulk sample taken from Poulin trench 10008 contained 0.55 mg (0.275 g/t) of visible gold particles. The particles were extracted from volcaniclastic rocks that were heavily injected with rusty quartz veins.

Under the supervision of Dr. Marc Richer-LaFlèche, Ph.D. Géo from INRS, the three Fault zone gold particles from Poulin trench 10008 and eighteen of the 2011 Sonic Drilled gold grains were sent to INRS and analyzed using a Zeiss EVO® 50 smart SEM (SEM) scanning electron microscope coupled to an Oxford Instruments elementary microanalysis system by X-ray energy dispersion spectrometry (EDS). For the Poulin trench gold particles, 41 of the 62 random sequenced analysis over the scanned particles revealed a silver content that ranged between 2.71% Ag to 8.14% Ag with an average reading of 6.03% Ag.

For comparative analysis, the morphology of the auriferous basal till and saprolite gold grains were separated into groups of proximal angular vs distal rounded shapes. It was observed that relatively angular nuggets (example A, B and C) contain an average Au-Ag mixture of 6.80% Ag (Silver) (25 random sequenced analysis ranging 1.26% to 21.30% Ag) which is similar to the gold observe in Trench-10008. Some nuggets have internal cavities filled with iron oxides (goethite-hematite) probably reflecting the saprolitisation (weathering) of bedrock and of little or no hydraulic transportation. The second group of nuggets (example C, D and E) were rounded by hydraulic transport, and do not contain silver (only gold). It is likely that these nuggets of almost pure gold were affected by geochemical or biogeochemical process involving preferential leaching of silver. Note that in the St-Simon-les-Mines area, the presence of saprolitized rocks is a local geological characteristic essentially observed in the sector of the Beauce placer near the Gilbert river (including rocks from the 10008 trench and 8000 outcrop). Such weathered rocks are not preserved elsewhere in the study area. The presence of gold nuggets showing internal weathering embayments rich in iron oxides is another evidence suggesting a local provenance of gold.

PROJECT: SAINT-SIMON-LES MINES (continued)

Highlights include

Trench 10008: 145.60 kg of loose rock samples. 3 visible gold particles with a total weight
of 0.55mg (0.275 g/t). Slight gold anomaly of 18 to 27 ppb on 16 samples with an average of 21.50 ppb. 563 ppb including gold particles. Exposed geological fault.
Trench 10009: 130.10 kg of bulk sampled rocks. No visible gold. Slight gold anomaly of 13 to 32 ppb on 16 samples with an average of 22 ppb. Exposed geological fault.
Trench 10016: discovery of a 19th century placer gold mining shafts. Bulk sampling. Material to be analyzed.
Trench 10015: Bulk and channel sampled. Material to be analyzed.
Channel samples from all other trenches returned no gold values.

During the month of December 2019, the Company has completed three additional geoelectric induced polarization (IP) survey lines conducted in the western section (Rang Delery). The IP lines paralleled two previously completed IP lines that identified a southwesterly extension of the major fault that strikes through the property. The extended IPs will allow the Company to potentially identify hidden zones of mineralized rock outcrops buried under glacial till overburden that can be excavated for channel sampling.

The trenches also validated an electrical resistivity and high resolution induced polarization survey also conducted by Dr Richer-LaFlèche of INRS in 2014. The excavated trenches and stripping corroborated the results of the 2014 geophysical survey. Induced polarization anomalies correspond to volcanoclastites finely mineralized in pyrite and sometimes to black pyritic shales. Excavation of Trench 10008 shows the presence of faulted contact between volcaniclastic (south) and sedimentary (north) rocks. The faulted contact corresponds to a 35 cm thick zone of non-cohesive materials rich in quartz fragments. The volcaniclastic rocks, present south of the fault, are highly fractured. This structure, dipping to the south, could correspond to the fault detected by the AMT survey of 2017. On the edge of the fault, the volcanoclasites are extremely altered by the injection of veins of quartziron carbonates associated with a variable proportion of sulphides. The zone of quartz-carbonate veins has a thickness of 2.5 to 3m. This zone, observed in trenches 10008 and 10009, is located approximately 30m from the Gilbert River and at the northern limit of past placer gold mines.

During the month of October 2019, The geoelectric tomography survey demonstrates the presence of distinct lithological blocks located on both sides of the Gilbert River. North of the river, the rocks are systematically more resistive. This observation implies the presence of contact between units of sedimentary rocks in the south (St-Victor Formation), which shows relatively few induced plolarization anomalies, and volcaniclastic dominant units (Beauceville Formation) in the north of the Gilbert River. The latter being characterized by strong anomalies of electrical chargeability. As observed in the field, volcaniclastic units are affected by brittle deformation frequently associated with the injection of quartz veins and carbonates. In contrast, these structures are infrequent in the shale-rich units of the St-Victor Formation.

The faulted contact between the St-Victor and Beauceville Formations is further indicated by the magnetic and gravity contrasts observed in this sector. These contrasts of physical properties of the rock units can not be explained by a simple synclinal structure. As a result, the presence of a fault is highly likely in the Gilbert River area. Note that Line 2 passes near old gold mining wells of the 19th and 20th century. Remnants of these are still visible in the area of the anomaly located below the 600m station.

PROJECT: SAINT-SIMON-LES MINES (continued)

During the month of April 2019, the Company received the geophysical study aimed to verify the probable presence of a large fault located below the Beauce Placer gold placer zone and along the Gilbert River between St-Gustave road and the town of St-Simon-les-Mines. The primary objective of the geophysical survey is to identify potentially mineralized zones that could possibly be the hard rock source of the gold contained in the placers of St-Simon-les-Mines. Gravimetric data reveal the presence of a pit characterized by low values of gravity particularly evident on the map of vertical integration of Bouguer anomaly data.

The fault, suggested from the St-Gustave audiomagnetotelluric (AMT) survey, appears to be the same along the northern limit gravity pit and magnetic trough. This relationship between a local gravimetric and magnetic trough and a geolectric discontinuity (AMT survey) is consistent with the presence of a fault in this area. This fault could explain the presence of gold in this part of the Gilbert River watershed. Moreover, in the context of the transfer of hydrothermal gold fluids into the crustal rocks of the region, it is likely that the higher permeability of volcaniclastic rocks has favored the emplacement of gold mineralization mainly located on the north side of the suspected fault. This could explain the predominance of auriferous veins in the volcaniclasticite units of the Beauceville Formation and the rarity of these veins in the less permeable (shale-rich) rocks of the St-Victor Formation.

During the month of March 2019, the Company conducted a high resolution mobile electromagnetic (TDEM) survey using a new Russian technology. This survey was completed on Rang St-Gustave Road. A new technology that measured electrical chargeability (induced polarization) and electrical conductivity at a horizontal resolution of 15cm. In addition, it allows a vertical penetration at depth to the order of 200m. The work is a continuation of the geophysics that has been carried out by HPQ Silicon in the sector since 2017.

During the month of December 2018, the Company completed the agreements concluded with its parent company HPQ-Silicon Resources Inc. ("HPQ") for the acquisition of the Beauce project which consists of one hundred and fifty-two (152) 'a total area of 4,808.95 hectares. The majority of the claims are contiguous. The claims are located in the Beauce region of Quebec about 70 km southeast of Quebec City. Historically, Beauce has been the site of the first gold mining operations in Canada and is also recognized as one of the largest placer deposit areas in northeastern North America.

The region in which the Saint-Simon-les-Mines project is located hosts an unconsolidated sedimentary unit over a length of 6 kilometers (one unit of deep Saprolite and brown diamictite on the surface). Previous work done by the seller, such as textural observations (angularity) of gold nuggets, suggest a relatively proximal source and therefore a short transport distance. The gold in saprolite indicates a close proximity to a bedrock source of gold, providing possible further exploration discoveries.

PROJECT: WARES

During December 2018, the Company completed the agreement intervened with its parent company HPQ-Silicon Resources Inc. ("HPQ") for the acquisition of 42 claims. In payment for the price thereof, the Company issued 50,000 common shares for a total value of $ 5,000.

During the year, the Company wrote off this property following the abandonment of mining claims .

PROJECT: RONCEVAUX

During December 2018, the company completed the agreement with HPQ-Silicon Resources Inc. ("HPQ") whereby HPQ granted the company the right to search and extract from its Roncevaux property base metals and other minerals other than quartz in consideration of a fee of 5%. % (NSR) and the issuance by the company of 100,000 common shares of its share capital at a price of $0.10 each for a consideration of $10,000. This NSR can be redeemed in part by the company by paying HPQ $100,000 for 0.1%, up to a limit of 4%.

The Roncevaux property is made-up of 36 map designated cells (“CDCs”) covering a total of 2,068 ha in 2 blocks. The main block covers some 33 CDCs for a total area 1,895.76 hectares and is host to the Roncevaux quartz vein occurrence. The second block consists of 3 CDCs covering 172.40 hectares some 2.2 km north of the main block. The property is located in the Matapedia region of Gaspé about 75 km south of Causapscal.

PROJECT: BARFORD

During fiscal 2020, the Company acquired 112 claims by staking (40 claims as of July 31, 2019).

PROJECT: ST-BERGEMIN

During fiscal year 2020, the Company acquired 8 claims by staking

EXPLORATION AND EVALUATION EXPENSES

The deferred exploration expenses (before exploration credits and mining rights) for the quarter ending on July 31, 2020 totalled $131,639 compared to $ 76,000 for the same period last year.

The objective of the company's exploration program for the 2021 fiscal year is the search for a lode gold deposit near 18[th] & 19[th] century mining shafts the shafts and tunnel located on the Saint-Simon-les-Mines property.

Below is a comparative analysis detailing exploration and evaluation costs and expenses for the period ending on July 31, 2020 and 2019.

For the quarter ending on July 31 2020 2019 $ $ 207,639 -	For the quarter ending on July 31 2020 2019 $ $ 207,639 -	Period ending July 31 2020 2019 $ $ 76,000 -	Period ending July 31 2020 2019 $ $ 76,000 -
			$ -
- - - 207,639	- - - -	105,363 26,276 131,639 207,639	76,000 -
			76,000
			76,000

SELECTED FINANCIAL INFORMATION FOR THE QUARTER

The following table presents Selected Financial Information .

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FISCAL 2020 FISCAL 2019
Quarter ending on: 20/07/31 20/04/30 20/01/31 19/10/31 19/07/31 19/04/30 19/01/31 18/10/31
$ $ $ $ $ $ $ $
Operating 185,665 106,838 165,253 145,011 80,032 291,567 15,144 -
Net Loss 202,183 125,129 181,316 161,123 106,737 299,467 19,139 -
Loss per share (basic (0.01) (0,00) (0,01) (0,01) (0,02) (0,00) (0,00) -
and diluted)
Current Assets 332,983 94,686 122,396 339,108 284,994 483,244 559,185 20,000
Total Assets 2,076,345 1,842,682 1,870,392 1,975,061 1,895,170 2,009,163 2,074,185 20,000
Current Liabilities 467,768 432,754 342,500 281,146 242,993 66,343 50,618 -
Non-Current 168,134 161,605 154,440 168,047 162,327 180,000 180,000 -
Liabilities
Shareholders’ Equity 1,440,443 1,248,323 1,373,452 1,525,868 1,489,850 1,762,820 1,843,567 20,000
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DISCUSSION ON THE FINANCIAL INFORMATION OF THE SELECTED QUARTER

 TOTAL PERFORMANCE

During the last quarter of the 2020 fiscal year comparison to the same period in 2019 , the Company saw increase in its Net Loss of $95,446 ($202,183 vs $206,737), while operating costs increased by $105,633 ($185,665 vs $80,032), while during the last six quarters the respective averages were $148,819 and $133,974.

 NET LOSS ANALYSIS

The increase in Net loss of $ 95,446 ($202,183 vs $206,737), compared to the previous quarter in 2019 was a result of an increase in costs operations of $ 105,633 ($185,665 vs $80,032) as well as the decrease in Other Charges of $ 10,187 ($ 16,518 vs. $ 26,705). Following the containment due to the pandemic, the Company considerably reduced its promotional campaigns as well as administrative expenses. Expenses related to salaries during the quarter were recorded according to their contract and for the corresponding quarter, there was no compensation for directors and officers. The decrease in shareholder information and subscription rights of $ 5,576 ($ 1,093 vs $ 6,669) is the service for the fiduciary agent of the Company as well as various deposits required by regulatory authorities. The Interest on the note payable is similar to the corresponding period and the decrease in the change in fair value of royalties payable of $ 10,739 ($ 7,800 vs. $ 18,539).

SELECTED FINANCIAL INFORMATION FOR THE 2020 PERIOD

The following table presents Selected Financial Information for fiscal 2020, 2019 and 2018 .

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FISCAL 2020 FISCAL 2019 FISCAL 2018
20/07/31 19/07/31 18/07/31
$ $ $
Operating expenses 602,767 386,743 -
Net loss 669,751 425,343 -
Results per share (basic and diluted) (0,03) (0,04) -
Current Assets 332,983 284,994 20,000
Total Assets 2,076,345 1,895,170 20,000
Current Liabilities 467,768 242,993 -
Non-current Liabilities 168,134 162,327 -
Shareholders’ Equity 1,440,443 1,489,850 20,000
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GENERAL DISCUSSION ON FINANCIAL INFORMATION FOR THE 2020 PERIOD

 OVERALL PERFORMANCE

In 2020, in comparison to 2019, the Company saw a increase in its Net Loss of $244,408 ($669,751 $ vs $425,343), while operating costs increased by $216,024 ($602,767 $ vs $386,743).

 DISCUSSION ON NET RESULTS

The increase in Net Loss of $244,408 ($669,751 $ vs $425,343) compared to the period in 2019, corresponds in to increased the costs operations of $ $216,024 ($602,767 $ vs $386,743) as well as the increased the other Charges of $ 28,384 ($ 66,984 vs $ 38,600).

The increase in costs operations is spread over; an increase in promotional compaigns (travel expenses, advertising costs as well as business development) by $ 91,469 ($ 190,100 vs $ 97,631), Professional fees increased by $ 41.816 ($ 108,493 vs $ 66,677) which is mainly the audit costs for the year ending July 31, 2019, the increase of $ 22,560 ($ 38,750 vs $ 16,190) in costs for information to shareholders which is the service for the trustee of the Company and various deposits required by the regulatory authorities. Management compensation increased by $ 38,311 ($ 221,563 compared to $ 183,252). For the current period, the Company incurred salaries for $ 221,563 and for the corresponding period, only options were issued. Compared to the previous year, there were very few administrative costs as the Company was in astart-up period.

Other expenses increased by $ 28,384 ($ 66,984 vs $ 38,600). An increase in the interest charge on the note payable of $ 13,156 ($ 33,217 vs $ 18,539) as well as the change in the fair value of royalties payable of $ 12,904 ($ 31,443 vs18,539 $).

 LIQUIDITIES AND CAPITAL RESOURCES

The Corporation ended the July 31, 2020, period with a negative working capital of $134,785 ($42,001 as at July 31, 2019). The current assets totaled $332,983: cash on hand $313,267 ($255,489 as at July 31, 2019), HST tax receivables of $14,821 ($23,881 as at July 31, 2019) and Prepaid expenses of $4,895 ($5,624 as at July 31,2019).

Total current liabilities totaling $467,768 ($242,993 as at July 31, 2019) were made up of amounts owed to trade and others payables of $239,357 ($30,281 as at July 31, 2019) royalties payable of $48,411 ($32,775 as at July 31,2019) and a note payable of $180,000 ($180,000 as of July 31, 2019). Total Non-current liabilities represent Royalties payable of $168,134 ($162,327 as at July 31, 2019).

 CASH FLOW

As at July 31, 2020, the Corporation had a cash flow of $313,267 ($557,738 for 2019).

The Cash Flow used for operational activities was $424,380. The use of cash flow for operations is made up of the Net Loss of $669,751. The other non-cash element that has no influence on cash flow is the Interest on note payable of $20,879 the Change in fair value of royalties payable of $31,443, Salaries and employee benefits expense of $146,040 and the Write-off of exploration and evaluation assets of $5,000. The source of cash flow for operational working capital represents an amount of $42,009 which comes from: decrease in HST receivables of $9,060, the decrease of the prepaid expenses of $729, decrease of the royalties payable of $10,000 and as the increase in trade and other payables of $42,220.

The cash flow used for investing activities during the period is $138,186 for exploration and evaluation assets.

The cash flow from financing activities of $620,344 includes a private placement through the issuance of common share units and flow-through share units for a value of $636,750. There were share unit issuance costs of $16,406. The Corporation increased its cash flow by $57,778 during the period .

The Corporation average quarterly cash requirements should vary between $125,000 and $150,000 according to each period’s activities excluding exploration and evaluation costs.

As long as the Corporation is in an exploration and evaluation mode, it will not generate cash flow from its operations. The Corporation’s ability to satisfy its current obligations and continue its development is fully dependent on Management’s ability to raise the needed funds through private placements and other financing programs through the issuance of share capital .

Management is of the opinion that as long as important negative events do not occur on the financial markets, during the next year, the Corporation should be able to complete the needed placements and financings to advance its various projects.

In conclusion, the financial statements do not reflect the needed adjustments that would need to be made in the event it could not rise the funding to continue its activities. Investors are hereby advised that if such changes are needed they could be material.

FINANCIAL COMMITMENTS, CONTINGENCIES AND SUBSEQUENT EVENTS

The Company is subject to paying royalties on certain properties in the event of commercial production.

The Company entered into agreements with subscribers whereby the Company had to incur $17,880 of Canadian Exploration Expenses (“CEE”) before December 31, 2020. As at July 31, 2020, $4,936 has been committed

During 2018, the company completed the agreement intervened with its parent company HPQ-Silicon on Property Saint-Simon-les-Mines, the Corporation must pay to a third party a 3.5% royalty on commercial metal production as well as a sum of $500,000 upon start of production. In addition, the company will assume the payment to another third party of a royalty of 1.5% of which, at the option of the company, 1% may be redeemed for an amount of $1,000,000. On September 30, 2020, the company entered into an agreement to buy back the 1.5% royalty on the Saint-Simon des Mines property. The 1.5% royalty is redeemed from its holder by issuing 700,000 common shares of its share capital representing the redemption price of $ 108,500. In addition, the company will pay to HPQ as NSR an amount of $35,000 between the fifteenth and the twenty-fourth month after the closing date and $25,000 each year thereafter. This NSR can be redeemed at the Company’s option for $250,000. As at July 31, 2020, $ 10,000 has been paid.

An Agreement signed on August 1, 2020, the Company will issue shares for the services rendered by AGORACOM, in exchange for the online advertising, marketing and branding services. The number of shares to be issued at the end of each period will be determined by using the closing price of the shares of the Company on the TSX Venture Exchange on the day of the invoice for services rendered. The agreement starting August 1, 2020 is for 12 months and the services total an aggregate amount of $ 50,000 and must be paid for by the company upon receipt of the invoice. On October 5, 2020, the Company settled a supplier debt of $ 11,300 through the issuance of 77,931 common shares. No gain or loss was recognized on this transaction.

On August 20, 2020, the Company entered into a service relationship agreement with investors with the company MI3 Communications Financières Inc. Under the agreement, the Company will pay monthly fees of $5,000 for a period of 12 months and will issue 50,000 share options to purchase shares at a price of $0.17 per share over a period of 24 months following the grant at a rate of 25% per quarter.

On August 21, 2020, the Company completed a private financing for a total amount of $1,000,002. The Company issued 8,333,350 units consisting of one common share and one warrant. Each warrant entitles the holder thereof to subscribe to one common share of the Company at a price of $0.18 per share during a period of 36 months following the closing of the financing. No amount related to warrants was recorded.

In addition, the Company paid an amount of $12,800 commission fees. The Company issued to the agent 106,664 warrants (for a value of $7,027). Each warrant entitles the holder to subscribe to one common share of the Company at a price of $0.18 per share for a period of 36 months from the date of closing of the financing.

On September 1, 2020, the Board of Directors of the Company approved the increase of 1,480,000 options bringing the maximum number of shares that may be issued under the plan to 3,380,000 shares.

On September 4, 2020, the Company repaid in cash the principal and interest on the note payable for an amount of $ 204,346.

After the year ended, 100,000 warrants have been raised for a total amount of $ 15,000 in cash

SUMMARY OF ACCOUNTING POLICIES

The preparation of annual financial statements under IFRS requires that management use its judgment, makes assumptions and estimates and use hypotheses that influence the application of accounting methods, as well as having an effect on the book value of assets, liabilities, revenues and expenses. Final results could differ from these estimates.

The estimates and hypotheses are regularly reviewed. Any revision of accounting estimates are indicated during the period when the estimates are revised as well as any future periods affected by said revisions .

Information on the hypotheses and estimate uncertainties that present an important risk of creating a significant adjustment during the course of the next financial period are as follows :

Recoverability of Exploration and Evaluation Assets ;
Evaluation of Income Tax Credits to receive on resources exploration and Mining Right Credits .

Management believes that the majority of the changes will be adopted in the Corporation’s accounting methods during the first period starting after the effective date of each new change. The information on the new standards and interpretations as well as the new amendments, which are susceptible to be pertinent to the Corporation consolidated financial statements are supplied below .

FUTURE ACCOUNTING POLICIES

At the date of authorization of these financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective and have not been adopted early by the Company.

Management anticipates that all of the relevant pronouncements will be adopted in the Company’s accounting policies for the first period beginning after the effective date of the pronouncement. Certain new standards and interpretations have been issued but are not expected to have a material impact on the Company’s consolidated financial statements.

INFORMATION COMMUNICATION CONTROLS AND PROCEDURES

As the Corporation is an emerging issuer, management does not need to attest to the establishment and maintenance of Information Communication Controls and Procedures and internal controls relating to financial information as defined under Regulation 52-109.

The Signing Officers of the Issuer are responsible to ensure that there are processes in place allowing them to gather sufficient information for the statements made in the Certificates .

FINANCIAL INSTRUMENTS

The financial assets used by the Company consist of cash and are classified as amortized cost.

The financial liabilities of the Corporation include trade and other payables, royalties payable and notes payable.

The fair value of the Royalties payable is estimated using an analysis of the discounted cash flows using an interest rate for similar instruments.

As at July 31, 2020, the corporation cash was held in Canadian funds in an interest-bearing account at Bank of Montreal.

INFORMATION ON SHARE CAPITAL

 Information on financings

On July 31, 2020, the Corporation had 25,474,166 shares issued and outstanding (18,716,666 on July 31, 2019), 13,217,060 warrants (7,163,423 on July 31, 2019), 165,184 Broker’s Warrants (88,000 on July 31, 2019) and 1,850,000 options (1,850,000 on July 31,2019). The number of shares on a diluted basis is 40,706,410.

 Information on outstanding shares

As at November 17, 2020, the Corporation had 34,685,447 shares issued and outstanding, 21,450,410 warrants, 271,848 Broker’s Warrants and 1,850,000 options. The number of fully diluted shares is 58,257,705. The Corporation’s share capital consists of an unlimited number of common shares with No Par Value .

MANAGEMENT’S REPORT ON CONTROLS AND PROCEDURES ON INFORMATION TO BE SUPPLIED

Under the dispensations granted in November 2007 by each of the Securities Commissions of Canada, the CEO and the CFO must produce a « Certificate of Filings-Emerging Issuer » relating to financial information presented in the annual and interim filings, including Management Discussion and Analysis.

When compared with the « Schedule 52-109A2-Certificate of Annual and Interim documents », the « Basic Certificate relating to an Emerging Issuer » includes a “Notice to reader” which declares that the CEO and CFO make no declaration regarding the establishment and maintenance of Controls and Procedures on the Communication of Information (CPCI) and the Internal Controls of the Financial Information (ICFI), as outlined in Regulation52-109 .

RISK FACTORS

 Inherent risks in mineral exploration and evaluation

The Corporation’s activities consist in the acquisition and exploration of mining properties with the hope of discovering mining sites with economic potential. The Corporation’s properties are currently at the exploration stage and do not hold any known commercial deposit. It is very unlikely that the Corporation will realize any short or mid-term benefits from these properties. Any future profitability of the Corporation’s operations is conditional on the discovery of an economic ore body. In addition, if such a case would arise, nothing guarantees that such an ore body could be put into profitable commercial production.

 Regulations and commitments

The Corporation’s activities require that it obtains permits from various governmental authorities and are regulated by laws and regulations on the exploration, development, extraction, production, exports, income tax, environmental regulations, social acceptability, labor regulations and workplace safety as well as environmental issues and other topics.

Additional costs and delays could be caused by the need to comply with laws and regulations. If the Corporation cannot obtain or renew its permits or approvals, it could be forced to reduce or cease its Exploration Evaluation and Development activities .

 Property Access

The Corporation regularly initiates exploration work on privately owned land. Signed agreements with property owners are required for property access. Difficulties in obtaining agreements can delay or impede exploration activities the effect of these factors cannot be precisely determined.

 Financing needs

The exploration, evaluation, development, extraction and production from the Corporation’s properties will necessitate very substantial additional financial resources. The only sources of funds available are through the issuance of share capital and borrowing. There is no assurance that such financings will be available, neither would they be available at favorable conditions or will respond sufficiently to the project’s needs. This could have a negative effect on the Corporation’s business and financial situation. The impossibility of obtaining a sufficient financing could delay, or postpone indefinitely exploration evaluation or production activities on one or all the Corporation’s properties, and even see the Corporation lose its participation in some or all of its properties.

RISK FACTORS (continued)

 Metal prices

The Corporation’s share price, its financial results as well as its exploration and evaluation, production and development activities have been affected in the past and could very well be very negatively affected in the future by a fall in the price of precious and base metals.

 Non insured risks

The Corporation’s activities are subject to certain risks and dangers, including difficult environmental conditions, industrial accidents, labor conflicts, unusual or unexpected geological conditions, landslides, rock falls and other natural phenomenon such as unfavorable meteorological conditions, floods and earthquakes. Such events could result in bodily injuries or death, environmental damages or other damages to the properties or the production facilities or to the properties of other corporations, delays in mining production, monetary losses, and possibly legal liabilities .

 Corporate permanence

The Corporation’s future depends on its ability to finance its activities and to develop its assets. The failure to obtain sufficient financing could create a situation where it could not continue its activities, realize its assets and settle its liabilities in the normal course of business within a foreseeable future .

(s) Patrick Levasseur, President

(s) François Rivard, Chief Financial Officer

Montréal, November 17, 2020

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Beauce Gold Fields Inc. — Management Reports 2020

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