Benz Mining Corp. — Interim / Quarterly Report 2021

Mar 30, 2021

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Condensed Interim Financial Statements For the Three and Nine Months Ended January 31, 2021 (Expressed in Canadian dollars ‐ Unaudited)

NOTICE OF NO AUDITOR REVIEW

The accompanying unaudited condensed interim financial statements of Benz Mining Corp. (the “Company”) have been prepared by and are the responsibility of the Company’s management.

In accordance with National Instrument 51‐102, the Company discloses that its independent auditor has not performed a review of these unaudited condensed interim financial statements.

Benz Mining Corp.

Condensed Interim Statements of Operations and Comprehensive Loss (unaudited)

			Three	months ended	months ended		Nine	months ended	months ended
					January 31,				January 31,
	Note		2021		2020		2021		2020
Operating Costs
Exploration and evaluation costs	3	$	2,159,009	$	‐	$	4,473,967	$	147,214
Listing and filing fees			102,524		3,296		247,564		16,831
Management & consulting fees	4		55,924		75,859		396,528		266,902
Office and miscellaneous			14,999		14,517		30,358		58,968
Professional fees			18,384		11,532		52,163		39,854
Share‐based payments	5		‐		‐		2,155,611		‐
Shareholder information			4,160		19,743		12,818		22,267
Loss from operations			(2,355,000)		(124,947)		(7,369,009)		(552,036)
Other income
Foreign exchange			29,627		‐		29,627		‐
Interest Income			8,000		1,044		14,128		4,957
Write‐down on mineral property	4		‐		(269,703)		‐		(269,703)
Net loss and comprehensive loss			(2,317,373)		(393,606)		(7,325,254)		(816,782)
Lossper share ‐ basic and diluted		$	(0.02)	$	(0.01)	$	(0.09)	$	(0.03)
Weighted average number of shares
outstanding ‐ basic and diluted			96,039,339	29,317,094			79,745,774	27,404,051

See accompanying notes to the condensed interim financial statements

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Benz Mining Corp.

Condensed Interim Statements of Financial Position (unaudited)

	Note	January 31, 2021	January 31, 2021		April 30, 2020
ASSETS
Current Assets
Cash and cash equivalents		$	16,645,304	$	2,350,371
Sales taxes recoverable			237,789		23,619
Prepaid expenses and deposits			15,676		5,150
			16,898,769		2,379,140
Exploration and evaluation assets	3		1,555,903		330,000
		$	18,454,672	$	2,709,140
LIABILITIES
Current Liabilities
Trade and other payables		$	893,992	$	243,785
EQUITY
Common shares	5		23,111,167		7,388,166
Equity reserves	5		8,677,435		1,981,393
Deficit			(14,227,922)		(6,904,204)
			17,560,680		2,465,355
		$	18,454,672	$	2,709,140

Nature of Operations (Note 1) Subsequent Events (Note 8)

These financial statements were authorized for issue by the Board of Directors on March 30, 2021

Approved by the Board of Directors:

(Signed) Evan Cranston Evan Cranston, Chairman of the Board

( Signed) Mathew O’Hara Mathew O’Hara, Director

See accompanying notes to the condensed interim financial statements

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Benz Mining Corp. Condensed Interim Statements of Cash Flows (unaudited)

		Nine months ended	Nine months ended	Nine months ended	January 31,
	Note		2021		2020
Cash Flow from Operating Activities
Net loss for the period		$	(7,325,254)	$	(816,782)
Adjustments for non‐cash items:
Share based payments	5		2,155,611		‐
Write‐down of mineral property	4		‐		269,703
Changes in non‐cash working capital:
Sales taxes recoverable			(214,170)		86
Prepaid expenses			(10,526)		14,573
Trade and other payables			650,207		(2,713)
Net cash flows used in operating activities			(4,744,132)		(535,133)
Cash Flow from Investing Activities
Additions to exploration and evaluation assets	3		(225,000)		(75,000)
Net cash flows used in investing activities			(225,000)		(75,000)
Cash Flow from Financing Activities
Issuance of common shares for cash, net costs	5		18,089,340		‐
Proceeds from exercise of options & warrants	5		1,174,725		‐
Net cash flows provided by financing activities			19,264,065		‐
Net change in cash and cash equivalents			14,294,933		(610,133)
Cash and Cash Equivalents, Beginning of Year			2,350,371		945,116
Cash and Cash Equivalents, End of Year		$	16,645,304	$	334,983

See accompanying notes to the condensed interim financial statements

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Condensed Interim Statements of Changes in Equity (unaudited)

Benz Mining Corp.

		Common Shares	Common Shares	Common Shares		Equity
	Note	Number		Amount		Reserves		Deficit		Total Equity
Balance, April 30, 2020		57,215,118	$	7,388,166	$	1,981,393	$	(6,904,204)	$	2,465,355
Common shares issued for cash:
Private placement	5	27,257,142		12,392,147		4,427,853		‐		16,820,000
Prospectus offering	5	4,000,000		1,929,000		‐		‐		1,929,000
Share issuance costs	5	‐		(1,087,380)		427,720		‐		(659,660)
Exercise of options	5	3,502,750		1,154,000		(554,421)		‐		599,579
Exercise of warrants	5	4,561,819		873,409		(298,263)		‐		575,146
Shares issued for exploration and evaluation assets	3	2,124,177		461,825		‐		‐		461,825
Warrants issued for exploration and evaluation assets	3	‐		‐		539,078		‐		539,078
Share based payments	5	‐		‐		2,155,611		‐		2,155,611
Expired stock options	5	‐		‐		(1,536)		1,536		‐
Net loss for the year		‐		‐		‐		(7,325,254)		(7,325,254)
Balance, January 31, 2021		98,661,006	$	23,111,167	$	8,677,435	$	(14,227,922)	$	17,560,680

See accompanying notes to the condensed interim financial statements

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Benz Mining Corp. Notes to the Condensed Interim Financial Statements (unaudited) January 31, 2021

1. NATURE OF OPERATIONS

Benz Mining Corp. (“Benz” or the “Company”) is involved in the acquisition, exploration and exploitation of mineral properties located in the Americas. The Company’s head and registered offices are located at 927 Poirier Street, Coquitlam, British Columbia, V3J 6C3. The Company’s common shares are traded on the TSX‐V Exchange and Australian Securities Exchange.

Since March 2020, several measures have been implemented in Canada and the rest of the world in response to the increased impact from the novel coronavirus (“COVID‐19”). While the impact of COVID‐19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID‐19 on business operations cannot be reasonably estimated at this time. The Company anticipates this could have an adverse impact on its business, financial performance, financial position and cash flows during the year.

2. BASIS OF PRESENTATION

These unaudited condensed interim financial statements (“Financial Statements”) of the Company have been prepared in accordance with International Accounting Standard (“IAS”) 34, “Interim Financial Reporting” following acceptable accounting policies under International Financial Reporting Standards (“IFRS”). As a result, these Financial Statements should be read in conjunction with the Company’s audited financial statements for the year ended April 30, 2020.

These Financial Statements have been prepared on an accruals basis and are based on historical costs, except for certain financial instruments classified as financial instruments at fair value through profit or loss. All amounts are presented in Canadian dollars unless otherwise noted.

Estimates and judgements are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. In preparing the Financial Statements, the judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied to the audited consolidated financial statements as at and for the year ended April 30, 2020.

3. EXPLORATION AND EVALUATION ASSETS

The Company has accumulated the following acquisition expenditures:

		Eastmain
		Property
Balance, April 30, 2020	$	330,000
Acquisition costs – issuance of shares		461,825
Acquisition costs – issuance of warrants		539,078
Acquisition costs – cash		225,000
Balance, January 31, 2021	$	1,555,903

Notes to the Financial Statements (continued)

4. RELATED PARTY TRANSACTIONS AND BALANCES

Transactions with related parties are summarized in the table below:

January 31, 2021 January 31, 2020

Salaries, bonuses, and fees
Management fees to the officers and directors of the
Company	$ 374,262	$ 155,000
Share‐based payments
Officers and directors of the Company	1,838,283	‐
	$2,222,545	$155,000

5. SHARE CAPITAL

• a) Authorized: Unlimited common shares, without par value

Unlimited preferred shares, without par value

b) Issued:

In May 2020, the Company issued 2,000,000 common shares pursuant to the terms of the Eastmain option agreement with a value of $360,000. In October 2020, a further 124,177 shares with a value of $101,825 were issued pursuant to the terms of the agreement.

In June 2020, the Company closed a non‐brokered flow‐through private placement of 12,000,000 flow through units at a price of $0.30 per unit, for gross proceeds of $3,600,000. Each flow‐through unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one non‐flow through common share at a price of $0.17 per share until June 1, 2023. The Company incurred share issuance costs of $162,882 in the form of finders’ fees and professional fees in addition to issuing compensation units valued at $427,720.

In October 2020, the Company closed a non‐brokered flow‐through private placement of 14,857,142 flow through units at a price of $0.875 and 400,000 hard dollar units at $0.55 per unit, for aggregate gross proceeds of $13,219,999. Each flow‐through unit and hard dollar unit consists of one common share of the Company and one‐half common share purchase warrant. Each whole warrant entitles the holder to purchase one non‐flow through common share at a price of $1.00 per share until October 29, 2022. The Company incurred share issuance costs of $535,561 in the form of finders’ fees.

In December 2020, the Company issued 4,000,000 common shares pursuant to a prospectus offering lodged with the Australian Securities and Investments Commission in relation to its dual listing on the Australian Securities Exchange. In exchange for the common shares, the Company received $1,929,000.

During the nine months ended January 31, 2021, the Company issued 3,502,750 shares on the exercise of options for $599,579. The fair value of these options totaling $554,421 was transferred to share capital from reserves.

During the nine months ended January 31, 2021, the Company issued 4,561,819 shares on the exercise of warrants for $575,146. The fair value of these warrants totaling $298,263 was transferred to share capital from reserves.

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Notes to the Financial Statements (continued)

Escrow Shares

As at January 31, 2021, an amount of 222,857 common shares are held in escrow subject to an escrow agreement with Tusk Exploration Ltd. These shares continue to be held due to unmet contractual obligations.

c) Share purchase warrants and compensation warrants

A summary of changes in share purchase warrants is as follows:

	Underlying	Weighted Average
	Shares	Exercise Price
Balance, April 30, 2020	27,773,024	$ 0.12
Issued	23,628,571	0.43
Exercised	(4,561,819)	0.13
Balance, January 31, 2021	46,839,776	$ 0.28

The Company issued 12,000,000 warrants through the financing described in the previous section. Each warrant entitles the holder to acquire one additional share at the price of $0.17 until June 1, 2023.

The Company issued 4,000,000 warrants pursuant to the terms of the Eastmain option agreement (see Note 3).

The Company issued 15,257,142 half warrants through the financing described in the previous section. Each whole warrant entitles the holder to acquire one additional share at the price of $1.00 until October 29, 2022.

The warrants have been valued using the Black‐Scholes pricing model, with a gross amount of $6,329,740 included in reserves based on the relative fair values of the shares and warrants issued. The following assumptions were used for the Black‐Scholes valuation of the warrants granted:

granted:
	January 31, 2021	April 30, 2020
Weighted average assumptions:
Risk‐free interest rate	0.26‐0.34%	0.34%
Expected dividend yield	$0.00	$0.00
Expected option life (years)	2‐3	3
Expected stock price volatility	118‐127%	118%
Weighted average fair value at measurement date	$0.13‐0.40	$0.08

Warrants outstanding as follows:

Exercise Price Expiry Date per Share	Outstanding and Exercisable
	January 31, 2021 January 31, 2020
October 29, 2022 $1.00 April 27, 2023 $0.12 June 1,2023 $0.17	7,628,571 ‐ 27,765,750 ‐ 11,445,455 ‐
	46,839,776 ‐

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Notes to the Financial Statements (continued)

d) Compensation Units

A summary of changes in compensation units is as follows:

	Underlying	Weighted Average
	Shares	Exercise Price
Balance, April 30, 2020	2,115,652	$ 0.076
Issued	1,440,000	0.17
Balance, January 31, 2021	3,555,652	$ 0.11

Pursuant to the private place of 12,000,000 flow‐through units, the Company paid finders’ fees consisting of a cash payment in the aggregate amount of $144,000 and 1,440,000 compensation units with a fair value of $427,720. Each compensation unit is exercisable at a price of $0.17 until June 1, 2023 and entitles the holder to purchase one unit (comprised of one share and one warrant). Each warrant received upon the exercise of a compensation unit entitles the holder to purchase one share at price of $0.17 per warrant until June 1, 2023.

The following assumptions were used for the Black‐Scholes valuation of the warrants granted:

	January 31, 2021	April 30, 2020
Weighted average assumptions:
Risk‐free interest rate	0.34%	0.34%
Expected dividend yield	$0.00	$0.00
Expected option life (years)	3	3
Expected stock price volatility	118%	118%
Weighted average fair value at measurement date	$0.15	$0.08

Compensation units outstanding as follows:

Exercise Price Expiry Date per Share	Outstanding and Exercisable
	January 31, 2021 January 31, 2020
April 27, 2023 $0.076 June 1,2023 $0.17	2,115,652 ‐ 1,440,000 ‐
	3,555,652 ‐

e) Stock options

A summary of changes in stock options is as follows:

A summary of changes in stock options is as follows:
	Underlying	Weighted Average
	Shares	Exercise Price
Stock options outstanding, April 30, 2020	5,720,598	$0.16
Granted	5,300,000	$0.53
Exercised	(3,502,750)	$0.17
Cancelled	(12,885)	$3.00
Stock options outstanding, January 31, 2021	7,504,963	$0.41
Stock options exercisable, January 31, 2021	7,465,901	$0.41

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Notes to the Financial Statements (continued)

In May 2020, Benz cancelled an aggregate of 12,885 stock options previously held by a consultant.

In June 2020, the Company granted 1,400,000 stock options to eligible parties, exercisable at a price of $0.21 per share for a period of five years.

In October 2020, the Company granted 3,900,000 stock options to eligible parties, exercisable at a price of $0.64 per share for a period of three years.

During the nine months ended January 31, 2021, 3,502,750 stock options were exercised for proceeds of $599,579.

During the nine months ended January 31, 2021, the Company recorded share‐based payments of $2,155,611 (2019 ‐ $Nil). The fair value of stock options was estimated using the Black‐ Scholes Option Pricing Model with the following assumptions:

	January 31, 2021	April 30, 2020
Weighted average assumptions:
Risk‐free interest rate	0.27‐0.43%	‐
Expected dividend yield	$0.00	‐
Expected option life (years)	3‐5	‐
Expected stock price volatility	117‐132%	‐
Weighted average fair value at measurement date	$0.18‐0.69	‐

A summary of stock options outstanding as at January 31, 2021, is as follows:

			Weighted
			Average
Number of	Number of		Remaining
Stock Options	Stock Options	Exercise	Contractual	Intrinsic
Outstanding	Exercisable	Price	Life(inyears)	Value	Expiry Date
9,713	9,713	$3.00	3.97	$0.00	January 18, 2025
156,250	117,188	$0.265	6.58	$0.83	August 31, 2027
70,000	70,000	$0.076	4.09	$1.01	March 3, 2025
2,214,000	2,214,000	$0.12	4.24	$0.97	April 27, 2025
1,155,000	1,155,000	$0.21	4.33	$0.88	June 1, 2025
3,900,000	3,900,000	$0.64	2.67	$0.45	October 2,2023
7,504,963	7,465,901		3.48

6. CAPITAL MANAGEMENT

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration and development of its properties and to maintain a flexible capital structure for its projects for the benefit of its stakeholders. In the management of capital, the Company includes the components of shareholders’ equity.

The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or adjust the amount of cash and

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Notes to the Financial Statements (continued)

cash equivalents. Management reviews the capital structure on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

The Company is not subject to externally imposed capital requirements. There were no changes to the Company’s capital management during the nine months ended January 31, 2021.

7. FINANCIAL INSTRUMENTS AND RISK

The Company’s financial instruments consist of cash and cash equivalents, and trade and other payables. The fair value of the financial instruments approximates their carrying values, unless otherwise noted.

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

a) Credit risk

The Company’s credit risk is mainly attributable to its liquid financial assets: cash and cash equivalents. The Company deposits cash with high credit quality financial institutions and credit risk is considered to be minimal. The Company’s maximum exposure to credit risk is $16,645,304, which is the carrying value of the Company’s cash and cash equivalents at January 31, 2021.

b) Liquidity risk

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at January 31, 2021, the Company had a cash and cash equivalents balance of $16,645,304 (April 30, 2020 ‐ $2,350,371) to settle current liabilities of $893,992 (April 30, 2020 ‐ $243,785).

8. SUBSEQUENT EVENTS

In February 2020, the Company issued 47,750 common shares upon the exercise of 47,750 stock options for proceeds of $9,799.

Subsequent to January 31, 2021, the Company issued 230,000 common shares upon the exercise of 230,000 warrants for proceeds of $32,600.

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FORM 51‐102F1

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MANAGEMENT DISCUSSION AND ANALYSIS FOR THE NINE MONTHS ENDED JANUARY 31, 2021

The following management’s discussion and analysis of financial conditions and results of operations (the “MD&A”) has been prepared by management and provides a review of the activities, results of operations, and financial condition of Benz Mining Corp. (the “Company” or “Benz”). This discussion dated March 30, 2021 complements and supplements the Company’s unaudited condensed interim financial statements and associated notes for the three and nine months ended January 31, 2021 and 2020. Please also refer to the cautionary statement of forward‐looking information at the end of this document.

All financial information in this MD&A is prepared in accordance with International Financial Reporting Standards (“IFRS”) and reported in Canadian dollars unless otherwise noted. Additional information about the Company is available under the Company’s profile on SEDAR at www.sedar.com.

1. COMPANY OVERVIEW AND OVERALL PERFORMANCE

Benz is an exploration and development stage company existing under the Canada Business Corporations Act . It was incorporated under the laws of the Province of British Columbia on November 9, 2011. The Company’s common shares trade on the TSX Venture Exchange under the symbol “BZ”, the Frankfurt Exchange under the trading symbol “1VU”, and commenced trading on the Australian Securities Exchange under the trading symbol “BZN” on December 23, 2020.

On August 7, 2019, the Company entered into an option agreement with Eastmain Resources Inc. (“the Vendor”) to acquire a 100% interest in the former producing Eastmain Gold project located in James Bay District, Quebec for $5,000,000. In April 2020, Benz entered into an amending agreement (the "Amending Agreement") in connection with the Eastmain Mine project pursuant to which it acquired a further option to earn a 100% interest in the Ruby Hill West and Ruby Hill East properties, located west of the Eastmain gold mine project.

Pursuant to the Option and Amendment Agreements, the Company retains the right and option to earn a 75% interest in the Project and Ruby Hill properties by issuing the following cash and common shares payments to the Vendor (the "Option Payments"):

	Option Payments	Option Payments
	Payable in Cash	Payable in Cash or
		Shares
Option Agreement Effective date – October 23, 2019 (paid)	$75,000	‐
Amending Agreement approval date by TSX‐V Exchange– May	$75,000	‐
21, 2020 (paid)
On or before the 1stAnniversary of the Effective Date (paid)	$150,000	$100,000
On or before the 2ndAnniversary of the Effective Date	$150,000	$110,000
On or before the 3rdAnniversary of the Effective Date	$200,000	$110,000
On or before the 4thAnniversary of the Effective Date	$1,250,000	$475,000
Total Price*	$1,900,000	$795,000

• Total in cash and shares is $2,695,000.

In addition to the Option Payments, the Company issued to the vendor 3,000,000 common shares, with a value of $255,000 on grant date. Per the terms of the Amending Agreement, in May 2020, Benz issued a

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Management’s Discussion and Analysis (continued)

further 2,000,000 common shares and 4,000,000 share purchase warrants, with a value of $360,000 and $539,078, respectively. Each warrant enabling the holder to purchase one common share of Benz at a price of $0.12 until April 27, 2023.

The Project property expenditure schedule, as defined in the Option Agreement and updated in the Amending Agreement totals $3,500,000 as follows:

	Cash Spend
On or before the 1stAnniversary of the Effective Date	$0
On or before the 2ndAnniversary of the Effective Date	$1,000,000
On or before the 3rdAnniversary of the Effective Date	$1,500,000
On or before the 4thAnniversary of the Effective Date	$1,000,000
Total Property Expenditure	$3,500,000

If and when the Company has made the Option Payments, issued shares and warrants and incurred expenditures as described above, the Company will be deemed to have exercised the options and a 75% right, title and interest to the Project and Ruby Hill properties. The Company has the right to accelerate expenditures at any time.

Following the exercise of the options, the Company will be obligated to make the following additional payments to the Vendor on the occurrence of the following events:

• $1,000,000 within five (5) business days of the closing of project financing to place the Property or any part thereof into commercial production in accordance with a feasibility study completed by the Optionee within 24 months of the exercise of the Option. With this payment, Benz will have acquired 100% of Eastmain Resources recorded and/or leasehold interest in the Project. If Benz fails to make this milestone payment, Eastmain Resources will have the right to buy back Company's 75% interest in the Project for $3,500,000, of which up to $1,225,000 may be paid in common shares of Eastmain Resources; and

• $1,500,000 within five (5) business days of the Commencement of Commercial Production.

The Company may, at its election, pay up to 25% of this payment in common shares of the Company. The number of common shares required to be issued will be determined by the share equivalent of such payment on the date of issuance.

The Vendor would retain a 2% Net Smelter Return royalty in respect of the Project. The Company may, at any time, purchase one half of the NSR Royalty, thereby reducing the NSR Royalty to a 1% net smelter returns royalty, for $1,500,000.

Benz will have the right to earn an additional 25% interest in the Ruby Hill West and Ruby Hill East properties by paying an additional $100,000 to the Vendor by October 23, 2025, which can be paid in shares at the election of the Vendor based on the prevailing VWAP of the Company's shares up to a maximum of 500,000 shares.

Following the acquisition of a 100% interest in the Ruby Hill West and Ruby Hill East properties the Vendor will retain a 1% net smelter return royalty, of which one half may be purchased for $500,000 thereby reducing it to a 0.5% net smelter returns royalty. The net smelter returns royalty is also offset by any pre‐ existing royalties which may reduce the royalty burden.

Management’s Discussion and Analysis (continued)

2. OPERATIONS

Eastmain Project

The Eastmain Gold project located approximately 750 km northeast of Montreal, and 316 km northeast of Chibougamau, comprises 152 contiguous mining claims each with an area of approximately 52.7 ha covering a total of 8,014.36 ha plus one industrial lease permit owned by Eastmain Mines Inc., a wholly owned subsidiary of the Vendor.

The Project is road accessible via the Route 167 extension, a permanent all‐season road, and is serviced by an existing camp, all season gravel roads, and an airstrip. The Project benefits from access to Chibougamau (population of 7,541) that serves as the main centre of communications and supplies for the area.

The Company has filed the NI 43‐101 Technical Report titled "Technical Report and Mineral Resource Estimate on the Eastmain Mine Property, James Bay District, Quebec", prepared by P&E Mining Consultants Inc. ("P&E"). The Mineral Resource Estimate reported tonnes and contained gold ounces, stating Indicated Mineral Resource of 899kt at a grade of 8.19 g/t gold, 8 g/t silver and 0.13% copper (236.5 koz contained gold), and Inferred Mineral Resources of 579 kt at a grade of 7.48 g/t gold, 8.2 g/t silver and 0.16% copper (139.3 koz contained gold). The resource estimate is based on a gold price of US$1,288 and a US$0.77 exchange rate.

Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. Mineral Resource Estimates do not account for mineability, selectivity, mining loss and dilution. Inferred Mineral Resources are normally considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is also no certainty that Indicated Mineral Resources will be converted into Mineral Reserves, once economic considerations are applied; or that Inferred Mineral Resources will be converted to Measured and Indicated classifications through further drilling, or into Mineral Reserves, once economic considerations are applied.

The Technical Report, completed for Benz on September 3, 2019 and amended on October 21, 2019, is available on SEDAR under the Company's profile.

Eastmain Drilling Program

Following the completion of the initial Fixed loop Time domain electromagnetic (FLEM) survey in August 2020, Benz commenced an initial 6,000m diamond drill program to test some of the better EM conductors around the existing mineralization as well as some regional targets. This program was completed in December 2020 with 12 holes drilled for 7,110m.

The 12‐hole program was a scout drill program to confirm whether targeting electromagnetic (EM) conductors could lead to new discoveries that could potentially increases the scale of the Project from its existing 376,000oz indicated and inferred gold resource at 7.9g/t Au. Drilling targeted a widespread combination of modelled plates from this FLEM survey and down hole (DHEM) conducted in historic and recently drilled holes.

The campaign returned multiple high grade (>8.0g/t Au intervals) confirming:

• the presence of newly discovered high‐grade mineralization under overburden through the use of electromagnetics with best intercept in this area returning 5.0m at 8.3g/t Au from 529.8m including 3.0mat 13.7g/t Au from 531.8m (EM20‐132)

Management’s Discussion and Analysis (continued)

• Multiple high‐grade zones are present down plunge from known mineralization at A and D Zones (D Zone not in the current resource)

• A deeper parallel mineralized high‐grade horizon was identified in hole EM20‐141 returning two distinct sets of high‐grade assays: 5.3m at 3.0g/t Au from 417.5 including 1.0m at 8.8g/t Au from 420.0m and 7.2m at 4.6g/t Au from 561.3m including 3.8mat 8.5g/t Au from 564.7m.

Benz identified the potential to target gold mineralization at Eastmain via EM. This technique is not commonly used to directly target gold mineralization, however, the high pyrrhotite content of the mineralization at Eastmain enables the team to directly target mineralization by using a combination of ground and DHEM surveys (techniques that have been successfully used by ASX listed explorer Bellevue Gold Limited at its namesake gold project) in combination with the historical database.

To date, EM surveys have led to three new greenfield discoveries and two brownfield discoveries:

1. Nisto Trend

The Nisto Trend is a sub‐parallel mineralized trend approximately 150‐200m deeper than the existing mine trend identified in the D Zone. A similar horizon was discovered below Zone A lens located approximately 2km from D Zone, the mineralization has been intersected by holes EM21‐143 and 151 at about 200m deeper than the mine horizon. Both holes hit sulphide rich mineralization (pyrrhotite and chalcopyrite) as veins and stringers in an altered ultramafic at the contact with a conglomerate. DHEM showed strong in‐ hole and off‐hole conductors at EM21‐143 and strong off‐hole conductors at EM21‐151. The strength of the in‐hole EM response in hole EM21‐143 masked the potential extent of mineralization and needs further drilling to determine its strike extent.

2. Kotak Trend

The Kotak Trend is a second new trend 800m due east of the Eastmain mine characterized with quartz, carbonate, sulphide veins in a strongly altered carbonate, quartz and tourmaline zone with an intersect of 5.0m at 8.3g/t gold from 529.8m including 3.0m at 13.7g/t gold from 531.8m.

3. Continuous mineralization at NW Zone

FLEM AND DHEM conductors pointed to an undrilled area located between historical drillholes approximately 600m along strike of the current resource. 2021 drilling found continuity of mineralization between drillholes. 4 shallow holes were drilled in the area. EM21‐146 encountered a pyrrhotite‐ sphalerite‐pyrite rich stringer zone, with visible gold associated with pyrrhotite sphalerite and quartz veins. EM21‐145 encountered a similar stringer zone, but no visible gold was observed. EM21‐147 and 148 tested DHEM plates for up‐dip potential and hit the margins of this system with quartz‐sulphide stringers intersected.

4. Resource Extensions Down Dip

Down plunge extensions of the known mineralization at A Zone (in current resource) and D Zone (not in current resource) have been identified. EM21‐152 was drilled to test DHEM modelled plates in the extension of A Zone mineralization. The hole hit two sulphide rich horizons, one representing the "Mine Trend" and the other, a deeper sulphide rich intercept that may correlate with the Nisto Trend. Drilling in 2021 will also target down plunge extensions to B and C Zones using DHEM modelled conductive plates resulting from Benz's surveying of historical holes in this area.

Management’s Discussion and Analysis (continued)

5. Mine Trend Extensions

A new mineralized zone 1.8km along strike of the known resource on the Mine Trend with 5.4m at 3.2g/t gold from 139.6m including 1.4m at 7.2g/t gold from 139.6m and 1.0m at 4.3g/t gold from 143.0m (EM20‐ 142).

All drillholes are systematically surveyed by DHEM, refining the location of strongly mineralized shoots within the system.

Heterogeneity Test ‐ Coarse Gold Mineralization Influence

Benz has approached world class specialist consultants to work with Dr. Marat Abzalov on designing and implementing a heterogeneity test. The test will identify the repartition of various gold grain sizes in the system and the consequences of the presence of coarse nuggety gold on assay results. The study will use newly drilled core as well as historical drill core from the Eastmain Project.

Results of the study will include:

• characterization of gold grains fractions and repartition

• effect of comminution on coarse gold grains

• optimization of assay method to be used for future analysis

• potential improvements in the controls on grade repartition within the existing resource

The results will assist Benz in identifying the optimal assay technique to most accurately identify gold grade as well as quantifying the influence of coarse gold on the mineralization and its effect on the existing resource model.

Coarse Gold Treatment ‐ PhotonAssays ‐ Screen Fire Assays

For the duration of the drill program, mineralized samples submitted to the Actlab Laboratory in Ste Germaine‐Boule, Quebec, will be analysed by metal sieves (also known as screen fire assays) in order to offset as much as possible the effect of nuggetty gold on the assay values.

Pending the results of the heterogeneity study, the Company is of the view that screen fire assays will provide the most accurate assay methodology currently available to it.

Benz is also in the process of sending all the laboratory rejects (crushed half core unused for analysis) to Australia for assay using PhotonAssayTM. Photon is a high energy X‐Ray fluorescence assay method. This technology has been proven to excel at processing samples with nuggetty gold and is being extensively used by major gold companies in Australia. However, the technology is not yet available commercially in Canada and, until so, Benz will ship rejects on a regular basis to duplicate fire and screen fire assays results with this method.

Surface EM generating additional targets

Loops G and H have been recently surveyed with FLEM. Those loops extend the EM surveys along strike from the three mineralized trends all the way to the Project's south‐eastern boundary, approximately 3km from existing identified mineralization. Benz is currently waiting for processing and modelling of the data prior to follow up programs.

Management’s Discussion and Analysis (continued)

3. REVIEW OF FINANCIAL RESULTS

Summary of Quarterly Results

	Jan. 31,	Oct. 31,	Jul. 31,	Apr. 30,	Jan. 31,	Oct. 31,	Jul. 31,	Apr. 30,
	2021	2020	2020	2020	2020	2019	2019	2019
Interest Income	$ 8,000	$ 4,105	$ 2,023	$ 548	$ 1,044	$ 1,786	$ 2,127	$ 2,445
Net loss	(2,317,373)	(3,882,950)	(1,124,931)	(487,068)	(393,606)	(311,073)	(112,103)	(141,730)
Basic and diluted lossper share	(0.02)	(0.05)	(0.02)	(0.02)	(0.01)	(0.01)	0.00	(0.01)

Quarter ended January 31, 2021 compared with the quarter ended January 31, 2020.

During the quarter ended January 31, 2021, the Company had a net loss of $2,317,373 compared to a net loss of $393,606 for the quarter ended January 31, 2020. The difference between these two quarters is primarily due to the following:

• Increase in exploration and evaluation costs of $2,159,009 related to the Eastmain drilling program

• Increase in listing and filing fees of $99,228

• Decrease in management & consulting fees of $19,935

• Decrease in shareholder information of $15,583

• Decrease in write‐down on mineral property of $269,703

4. LIQUIDITY AND CAPITAL RESOURCES

A summary of the Company’s working capital balances is as follows:

	January 31, 2021	Apr. 30, 2020
Cash and cash equivalents	16,645,304	2,350,371
Sales taxes recoverable	237,789	23,619
Prepaid expenses and deposits	15,676	5,150
Trade and otherpayables	(893,992)	(243,785)
Working Capital	16,004,777	2,135,355

The changes in working capital are primarily due to operating activities, as discussed in the previous section, and investing and financing activities as detailed below.

Cash Used in Investing Activities

Nine months ended January 31, 2021

Benz made cash payments of $225,000 pursuant to the terms of the Eastmain amended option agreement.

Nine months ended January 31, 2020

Benz made a cash payment of $75,000 pursuant to the terms of the Eastmain amended option agreement.

Cash from Financing Activities

Nine months ended January 31, 2021

In June 2020, the Company closed a non‐brokered flow‐through private placement of 12,000,000 flow through units at a price of $0.30 per unit, for gross proceeds of $3,600,000. Each unit consists of one

Management’s Discussion and Analysis (continued)

common share of the Company and one common share purchase warrant. Each warrant entitles the holder to purchase one non‐flow through common share at a price of $0.17 per share until June 1, 2023.

In October 2020, the Company closed a non‐brokered flow‐through private placement of 14,857,142 flow through units at a price of $0.875 and 400,000 hard dollar units at $0.55 per unit, for aggregate gross proceeds of $13.2 million. Each flow‐through unit and hard dollar unit consists of one common share of the Company and one‐half common share purchase warrant. Each whole warrant entitles the holder to purchase one non‐flow through common share at a price of $1.00 per share until October 29, 2022. The Company incurred share issuance costs of $535,561 in the form of finders’ fees.

In December 2020, the Company issued 4,000,000 common shares pursuant to a prospectus offering lodged with the Australian Securities and Investments Commission in relation to its dual listing on the Australian Securities Exchange. In exchange for the common shares, the Company received $1,929,000.

During the nine months ended January 31, 2021, the Company issued 3,502,750 shares on the exercise of options for $599,579.

During the nine months ended January 31, 2021, the Company issued 4,561,819 shares on the exercise of warrants for $575,146.

Nine months ended January 31, 2020

There were no financing activities during this period.

5. OFF‐BALANCE SHEET ARRANGEMENTS

The Company does not have any off‐balance sheet arrangements other than those discussed above.

6. RELATED PARTY TRANSACTIONS

Transactions with related parties are summarized in the table below:

	January 31, 2021	January 31, 2020
Salaries, bonuses, and fees
Management fees to the officers and directors of the
Company	$ 374,262	$ 155,000
Share‐based payments
Officers and directors of the Company	1,838,283	‐
	$2,222,545	$155,000

7. PROPOSED TRANSACTIONS

As is typical of the mining industry, the Company is continually reviewing potential merger, acquisition, investment and joint venture transactions and opportunities that could enhance shareholder value.

8. FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash and cash equivalents and trade and other payables. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant

Management’s Discussion and Analysis (continued)

interest, currency, or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying value, unless otherwise noted.

9. ADDITIONAL DISCLOSURES

Additional Disclosure for Venture Issuers without Significant Revenue

Detail regarding material items within general and administrative expenses has been provided throughout this document.

Outstanding Shares

Authorized share capital consists of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value.

As at the date of this MD&A, the Company had the following issued and outstanding common shares and unexercised stock options, warrants and agent compensation options:

	Shares and Potential Shares
Common shares outstanding	98,938,756
Stock options (average exercise price $0.41)	7,457,213
Warrants (average exercise price $0.28)	46,609,776
Compensation units(average exerciseprice$0.13)	7,111,304
Total common shares andpotential common shares	160,117,049

As at January 31, 2021, an amount of 222,857 common shares are held in escrow subject to an escrow agreement with Tusk Exploration Ltd. These shares continue to be held due to unmet contractual obligations.

Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Critical Judgements and Estimates

The financial statements are prepared in accordance with IFRS. The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

The critical judgments that the Company’s management has made in the process of applying the Company’s accounting policies that has the most significant effect on the amounts recognized in the Company’s financial statements are the impairment of exploration and evaluation assets, the valuation of share‐based payments and the valuation of deferred tax assets and liabilities.

Management’s Discussion and Analysis (continued)

For a summary of significant accounting judgements and estimates, please refer to Note 2 of the audited annual financial statements for the year ended April 30, 2020. Management believes it has made estimates that best reflect the facts and circumstances, however, actual results may differ from estimates.

Management Changes

In July 2020, Carlos Escribano and Ron Hall resigned as directors of the Company. Further, Miloje Vicentijevic resigned from his role as Director, President and CEO of the Company. Carlos Escribano continues as the Chief Financial Officer of the Company.

In September 2020, Evan Cranston and Peter Williams were appointed as directors of the Company. Mr. Cranston was also appointed Chairman, replacing Nick Tintor who will remain as a non‐executive director. The Benz management team was further strengthened with the additions of Xavier Braud as Head of Corporate Development (Australia), Danielle Giovenazzo as Vice President Exploration, and Paul Fowler as Head of Corporate Development (Canada). Mr Braud will also act as Chief Executive Officer of the Company.

10. RISKS AND UNCERTAINTIES

Benz is involved in the acquisition, exploration and exploitation of mineral properties located in the Americas. The Company is exposed to a number of risks, both financial and operational, through the pursuit of its strategic objectives. Actively managing these risks improves the ability to effectively execute its business strategy. Financial risks associated with the mining industry include fluctuations in commodity prices, interest rates, currency exchange rates and the cost of goods and services. Financial risks also include third party credit risk, and liquidity risk. Operational risks include exploration uncertainties, competition and regulatory, environment and safety concerns.

For a detailed discussion of these and other risks, including COVID‐19, please see the Company’s management’s discussion and analysis for the year ended April 30, 2020.

11. APPROVAL

The Board of Directors of the Company has approved the disclosure contained in this MD&A.

Management’s Discussion and Analysis (continued)

12. FORWARD LOOKING INFORMATION

This MD&A is based on a review of the Company’s operations, financial position, and plans for the future based on facts and circumstances as of March 30, 2021. Certain statements contained in this MD&A constitute forward‐looking information within the meaning of securities laws. Forward‐looking information may relate to our future outlook and anticipated events or results and may include statements regarding the future financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes, plans, and objectives of or involving the Company. Particularly, statements regarding our future operating results and economic performance are forward‐ looking statements. In some cases, forward‐looking information can be identified by terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue”, or other similar expressions concerning matters that are not historical facts. Forward‐looking information is subject to certain factors, including risks and uncertainties, which could cause actual results to differ materially from what we currently expect. Such factors include, but are not limited to, the risk that the Company’s option agreements with Eastmain Resources may not be completed or fulfilled for any reason whatsoever and the potential development of the Eastmain project to a producing mine may not occur as planned or at all and the Company may not meet all requirements to maintain its listing on the TSX Venture Exchange. Forward‐looking information contained in this MD&A is based on our current estimates, expectations, and projections, which we believe are reasonable as of the current date. The Company undertakes no obligation to update publicly or otherwise revise any forward‐looking information, except as required by law.

13. COMPETENT PERSON’S STATEMENT

The information in this report that relates to Exploration Results is based on and fairly represents information and supporting information compiled by Mr Xavier Braud, who is a member of the Australian Institute of Geoscientists (AIG membership ID:6963). Mr Braud is a consultant to the Company and has sufficient experience in the style of mineralization and type of deposits under consideration and qualifies as a Competent Person as defined in the 2012 edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” ( JORC Code ). Mr Braud holds securities in Benz Mining Corp and consents to the inclusion of all technical statements based on his information in the form and context in which they appear.

The information in this announcement that relates to the Inferred Mineral Resource was first reported under the JORC Code by the Company in its prospectus released to the ASX on 21 December 2020. The information in this announcement that relates to exploration results was first reported to the ASX on 13 January, 11 February 2021 and 4 March 2021. The Company confirms that it is not aware of any new information or data that materially affects the information included in the original market announcements and confirms that all material assumptions and technical parameters underpinning the Resource estimate continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcements.