Benz Mining Corp. — Management Reports 2021

Dec 30, 2021

FORM 51-102F1

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MANAGEMENT DISCUSSION AND ANALYSIS FOR THE SIX-MONTH PERIOD ENDED OCTOBER 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 December 29, 2021, complements and supplements the Company’s unaudited condensed interim financial statements and associated notes for the three and six months ended October 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 “BNZ” 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 (“Option Agreement”). In April 2020, Benz entered into an amending agreement ("Amending Agreement") in connection with the Eastmain Gold 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 Project.

Pursuant to the Option and Amendment Agreements, the Company retains the right and option to earn a 75% interest in the Eastmain Gold Project and Ruby Hill properties by issuing the following cash and common shares payments to the Vendor (“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 (paid)	$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.

Management’s Discussion and Analysis (continued)

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 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 enables 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:

nding 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 Eastmain Gold 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 Project 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 net smelter return royalty, thereby reducing the net smelter return royalty to a 1% net smelter return 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 return royalty. The net smelter return royalty is also offset by any preexisting 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

Benz started drilling at the Eastmain Project in September 2020 with an original 6,000m drilling programme.

Targeting has been primarily based on electromagnetics in a combination of fixed loop time domain electromagnetics conducted along strike from the known Eastmain deposit and downhole/borehole electromagnetics conducted on historical holes drilled between 1970 and 2016 by previous owners of the Project.

The reason for this targeting is the coexistence of gold and pyrrhotite in the mineralized system. Pyrrhotite is an iron sulphide and a strong natural conductor of electricity. This property makes it detectable by electromagnetics.

Management’s Discussion and Analysis (continued)

In January 2021, Benz resumed drilling at Eastmain with a 50,000m campaign targeting electromagnetic conductors at NW Zone, D Zone and in a new area southeast of D Zone subsequently named E Zone following discovery of mineralization.

At the beginning of August 2021, Benz had drilled more than 27,000m of core into NW Zone, D Zone, E Zone, and the depth extensions of A, B and C Zones.

During the 1[st] August – 31[st] October 2021 period, Benz completed an additional 25 holes for approximately 14,000m of drilling taking the total meters drilled for 2021 to over 41,000m at the end of October.

Drilling accelerated on the 20[th] of September with the addition of a third drill rig to the program.

On 3[rd] August Benz released assay results from NW zone holes drilled between January and March 2021.

The headlines read:

• Assays for the first 17 holes of 2021 received – assay results include:

• 3.0m at 16.6g/t gold including 1.5m at 32.8g/t gold (EM21-143)

• 7.8m at 8.7g/t gold including 1.0m at 32.6g/t gold (EM21-146)

• 6.0m at 3.6g/t gold including 1.0m at 10.2g/t gold (EM21-145)

• 3.0m at 5.2g/t gold including 1.0m at 15.0g/t gold (EM21-159)

• 6.6m at 3.1g/t gold (EM21-158)

• Assays also confirm the parallel Nisto trend extends to NW Zone, is gold bearing and carries highgrade mineralisation with

• 8.9m at 1.5g/t gold including 1.5m at 7.3 g/t gold (EM21-157)

• Nisto trend is approximately 100-200m below the Mine Horizon and was discovered by Benz in 2021 via DHEM on historical holes

• NW Zone mineralisation spread over 400m x 500m and open in all directions and is a part of the 6km gold bearing trend identified by Benz using both FLEM and BHEM surveys

On 26[th] August, Benz released results of its analysis of historical data for the tenement package identifying potential for multiple commodities in the Upper Eastmain Greenstone Belt.

Following this review, Benz sent teams of geologists in the field to ground-truth the data, collect additional surface samples, and complete mapping in underexplored areas.

On 14[th] October Benz announced the confirmation of the existence of a 40m x 100m outcrop of lithium bearing pegmatite at Ruby Hill West.

Historical samples had returned

• 4.72%Li2O, 1720 ppm Rb (>100ppm Ta, >500ppm Cs)

• 2.59% Li2O, 1970ppm Rb, 1030 ppm Ta and 7530 ppm Cs

Management’s Discussion and Analysis (continued)

Benz teams collected multiple samples from the outcrop and submitted those samples for analysis.

During the period, and following field reconnaissance over vacant land, Benz acquired 69 new claims in the Windy Mountain area. Those claims cover an existing base metals occurrence associated with metal bearing sulphides, potentially detectable by electromagnetics, the method that Benz has been successfully utilizing for exploration at Eastmain.

Helicopter supported field work in the new claims also showed the presence of multiple areas with pegmatite outcrops. Those leucocratic pegmatites have all been sampled and rock chips submitted for analysis.

Coarse Gold Treatment - PhotonAssays - Screen Fire Assays

During the reporting period, the coarse crush laboratory rejects (crushed half core unused for analysis) from the 2020 drilling campaign sent to Australia for assay using PhotonAssay[TM] were received and analysis started at Minanalytical laboratories in Perth.

Photonassay 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.

Minanalytical, the commercial laboratory used by Benz, currently had limited capacity due to the increasing popularity of the method. Benz’ 8.5t of samples represented approximately 16,000 individual analyses and at the end of the reporting period, all results had not been received, however, shortly after the end of the reporting period, Benz was in a position to release the results of this series of analysis.

18,143 samples were analysed by PhotonAssay from 8,500kg of coarse crushed material from the 2020 drilling campaign at the high-grade Eastmain Gold Project.

Results showed:

• a 39% increase in the number of reportable intercepts (>0.2g/t Au) from 84 to 117;

• an 80% increase in the number of high-grade intercepts (>8g/t Au) from 5 to 9; and

• that 85% of reportable samples returned higher gold value by PhotonAssays.

In the meantime, Benz has negotiated a cornerstone exclusivity agreement with MSA Laboratories (“MSA”) for use of the first PhotonAssay facility in North America. MSA has signed an agreement with Chrysos Corporation, the owner of the PhotonAssay technology, with the views of installing a facility in North America.

Benz’ exclusivity agreement with MSA is for 20,000 samples per month giving Benz a faster turnaround on gold assays and better gold detection abilities.

As the MSA PhotonAssay laboratory will not be operational before the beginning of CY2022, a second lot of coarse rejects was shipped to Australia to be re-analysed by PhotonAssay in Perth.

Management’s Discussion and Analysis (continued)

3. REVIEW OF FINANCIAL RESULTS

Summary of Quarterly Results

	Oct. 31,	Jul. 31,	Jul. 31,	Apr. 30,	Jan. 31,	Oct. 31,	Jul. 31,	Apr. 30,	Jan. 31,
	2021	2021		2021	2021	2020	2020	2020	2020
Interest Income	$ 5,553	$ 7,271		$ 8,712	$ 8,000	$ 4,105	$ 2,023	$ 548	$ 1,044
Net loss	(3,202,409)	(3,394,112)		(2,133,865)	(2,317,373)	(3,882,950)	(1,124,931)	(487,068)	(393,606)
Basic and diluted lossper share	(0.03)	(0.03)		(0.02)	(0.02)	(0.05)	(0.02)	(0.02)	(0.01)

Quarter ended October 31, 2021, compared with the quarter ended October31, 2020.

During the quarter ended October 31, 2021, the Company had a net loss of $3,202,409 compared to a net loss of $3,882,950 for the quarter ended October 31, 2020. The difference between these two quarters is primarily due to the following:

• An increase in exploration and evaluation expenditures of $2,617,424 related to the Eastmain drilling program,

• Offset by increased income related to the settlement of the flow-through share premium liability of $1,551,434,

• An increase in management & consulting fees of $166,553,

• A decrease in listing and filing fees of $90,170

• A decrease in share-based payments of $1,878,002

• An increase in foreign exchange losses of $14,636, related mainly to the impact of foreign exchange rate movements in the quarter on assets denominated in Australian dollars.

During the three-month periods ended October 31, 2021 and 2020, exploration and evaluation costs for the Eastmain project consisted of the following:

the Eastmain project consisted of the following:
	October 31, 2021	October 31, 2020
Geology	304,994	347,815
Location/camp services	729,088	305,385
Drilling	2,681,817	806,735
Geochemical analysis	483,911	21,860
Geophysics	111,555	278,100
Environment	11,091	7,009
Health & safety	79,157	53,844
Propertymaintenance	36,559	-
Total exploration and evaluation costs	4,438,172	1,820,748

Management’s Discussion and Analysis (continued)

4. LIQUIDITY AND CAPITAL RESOURCES

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

	October 31, 2021	April 30, 2021
Cash and cash equivalents	13,099,028	13,144,767
Sales taxes recoverable	1,167,256	376,697
Other receivables	116,184	-
Prepaid expenses and deposits	21,448	22,757
Trade and other payables	(2,127,639)	(1,168,547)
Flow-through sharepremium liability	(3,817,206)	(3,359,099)
Working Capital	8,458,971	9,016,575

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

Six-month period ended October 31, 2021

During the six-month period ended October 31, 2021, Benz made cash payments of $150,000 pursuant to the terms of the Eastmain Amended Agreement and also made a cash payment of $10,764 to acquire the Windy Mountain claim.

Six-month period ended October 31, 2020

During the six-month period ended October 31, 2020, Benz made cash payments of $225,000 pursuant to the terms of the Eastmain Amended Agreement.

Cash from Financing Activities

Six-month period ended October 31, 2021

On August 31, 2021, the Company announced the completion of a private placement of 9,090,909 common shares issued on a flow-through basis (the "FT shares") at a price of $1.10 per share for gross proceeds of up to $10,000,000 and incurred issue costs totaling $592,230 consisting of a cash payment in the aggregate amount of $268,392 and the issue of 909,090 compensation warrants with a fair value of $328,838.

On October 22, 2021 the Company issued 174,658 common shares pursuant to the terms of the Eastmain Option Agreement (see Note 3) with a value of $110,000.

During the six-month period ended October 31, 2021, the Company issued 1,225,000 shares on the exercise of warrants for proceeds of $172,000.

During the six-month period ended October 31, 2021, the Company issued 145,000 shares on the exercise of options for proceeds of $21,450.

Six-month period ended October 31, 2020

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 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.

Management’s Discussion and Analysis (continued)

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.

During the six months ended October 31, 2020, the Company issued 3,502,750 shares on the exercise of options for $599,579.

During the six months ended October 31, 2020, the Company issued 3,333,304 shares on the exercise of warrants for $474,948.

5. OFF-BALANCE SHEET ARRANGEMENTS

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

6. RELATED PARTY TRANSACTIONS

a) Key Management Compensation

Key management personnel include the members of the Board of Directors and officers of the Company, who have the authority and responsibility for planning, directing, and controlling the activities of the Company. The remuneration of directors and officers for three and six-month periods ended October 31, 2021 and 2020 was as follows:

	Three-months ended	Three-months ended	Six-months ended	Six-months ended
	October 31,	October 31,	October 31,	October 31,
	2021	2020	2021	2020
Salaries, bonuses, fees and
benefits
Management fees to the officers
and directors of the Company	$ 250,123	$ 50,322	$ 479,590	$ 331,762
Share-based payments
Officers and directors of the
Company	-	1,650,801	-	1,838,283
	$250,123	$1,701,123	$479,590	$2,170,045

b) Other expenditures

In the normal course of operations, the Company transacts with companies related to its directors or officers. Excluding the amounts referenced in (a) above during the three and six-month periods ended October 31, 2021 the Company incurred fees for accounting and administrative services totaling $7,858 and $17,113 and for geological consulting services totaling $122,237 and $124,551 respectively from companies which are related parties to Executive Chairman, Evan Cranston.

Management’s Discussion and Analysis (continued)

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 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	109,574,323
Stock options (weighted average exercise price $0.42)	7,312,213
Warrants (weighted average exercise price $0.29)	46,293,866
Compensation units(weighted average exerciseprice$0.13)	7,111,304
Total common shares andpotential common shares	170,291,706

As at October 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

Management’s Discussion and Analysis (continued)

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.

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, 2021. 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 continued as the Chief Financial Officer of the Company until his resignation effective September 30, 2021. He has been replaced as CFO, effective October 1, 2021 by Simon Sharp.

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 also acts as Chief Executive Officer of the Company.

10. RISKS AND UNCERTAINTIES

Our business, operating, and financial condition could be harmed due to any of the following risks. The risks described below are not the only ones facing our Company. Additional risks not presently known, or that Benz currently deems immaterial, may also impair our business operations. If any such risks actually occur, the financial condition, liquidity, and results of operations of the Company as well as the ability of the Company to implement its growth plans could be materially adversely affected.

The following is a description of certain risks and uncertainties that may affect the business of the Company.

Limited Operating History

Benz is a relatively new company with limited operating history and no history of business or mining operations, revenue generation, or production history. Benz was incorporated on November 9, 2011 and has yet to generate a profit from its activities. The Company is subject to all the business risks and uncertainties associated with any new business enterprise, including the risk that it will not achieve its growth objective. The Company anticipates that it may take several years to achieve positive cash flow from operations.

Exploration, Development, and Operating Risks

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

Management’s Discussion and Analysis (continued)

the scaling up of extraction methods tested in pilot conditions. Mineral exploration is speculative in nature, and there can be no assurance that any minerals discovered will be discovered in sufficient quantities to warrant commercial exploitation. The Company's operations will be subject to all of the hazards and risks normally encountered in the exploration, development, and production of minerals. These include unusual and unexpected geological formations, rock falls, seismic activity, flooding, and other conditions involved in the extraction of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage, and possible legal liability. Although precautions to minimize risk will be taken, operations are subject to hazards that may result in environmental pollution and consequent liability that could have a material adverse impact on the business, operations, and financial performance of the Company.

Substantial Capital Requirements and Liquidity

Substantial additional funds will be required and there can be no assurances given that the Company will be able to raise the necessary funds. To meet such funding requirements, the Company may undertake additional equity financing, which would be dilutive to shareholders. There is no assurance that additional financing will be available on terms acceptable to the Company, or at all. If the Company is unable to obtain additional financing as needed, it may be required to discontinue operations.

Competition

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

Reliance on Management and Dependence on Key Personnel

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

Fluctuating Mineral Prices and Marketability of Minerals

The market price of any mineral is volatile and affected by many factors beyond the Company's control, including but not limited to: international supply and demand, consumer product demand levels, international economic trends, commodity prices, operations costs, variations in mineral grade, fluctuations in the market price of minerals, currency exchange rate fluctuations, the level of interest rates, the rate of inflation, global or regional political events, and international events as well as a range of other market forces. Depending on the price of certain minerals, the Company may determine that it is impractical to continue its mineral exploration or development operations, if any. Sustained downward movements in mineral market prices could render less economic, or uneconomic, some or all of the mineral extraction and/or exploration activities to be undertaken by the Company. The marketability of minerals is affected by factors such as government regulation of mineral prices, royalties, allowable production, and the importation and exportation of minerals, the effect of which cannot be accurately predicted. There is no assurance that a profitable market will exist for the sale of minerals found, if any, on the Company’s properties.

Management’s Discussion and Analysis (continued)

No Mineral Reserves or Mineral Resources

Mineral resources are estimates of the size and grade of deposits based on limited sampling and on certain assumptions and parameters. No assurance can be given that the anticipated tonnages and grades will be achieved or realized. Prolonged declines in the market price of silver, copper, lead or zinc may render mineral resources containing relatively lower grades of mineralization uneconomic and could materially reduce any estimate of resources. Should such declines occur, the Company could be required to take a material write-down of its investment in mining properties or the development of new projects, resulting in increased net losses.

Environmental Risks

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

Governmental Regulations and Processing Licenses and Permits

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

Conflicts of Interest

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

Markets for Securities

There can be no assurance that an active trading market in the Company’s shares will be established and sustained. The market price for the Company’s shares could be subject to wide fluctuations. Factors such as commodity prices, government regulation, interest rates, share price movements of the Company's

Management’s Discussion and Analysis (continued)

peer companies and competitors, as well as overall market movements, may have a significant impact on the market price of the securities of Company. The stock market has from time-to-time experienced extreme price and volume fluctuations, particularly in the mining sector.

Uninsurable Risks

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

Risks Relating to Infectious Diseases or Outbreaks of Viruses

Global markets have been adversely impacted by emerging infectious diseases and/or the threat of outbreaks of viruses, other contagions or epidemic diseases, including the novel COVID-19. A significant outbreak could result in a widespread crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn which could adversely affect the Company’s business and the market price of the Common Shares. Many industries, including the mining industry, have been impacted by these market conditions. If increased levels of volatility continue or in the event of a rapid destabilization of global economic conditions, it may result in a material adverse effect on commodity prices, availability of credit, investor confidence, and general financial market liquidity, all of which may adversely affect the Company’s business and the market price of the Company’s securities. In addition, there may not be an adequate response to emerging infectious diseases. There are potentially significant economic and social impacts, including labour shortages and shutdowns, delays and disruption in supply chains, social unrest, government or regulatory actions or inactions, including permanent changes in taxation or policies, decreased demand, declines in the price of commodities, delays in permitting or approvals, governmental disruptions or other unknown but potentially significant impacts. At this time, the Company cannot accurately predict what effects these conditions will have on its operations or financial results, including due to uncertainties relating to the ultimate geographic spread, the duration of the outbreak, and the length of restrictions or responses that have been or may be imposed by the governments. Given the global nature of the Company’s operations, the Company may not be able to accurately predict which operations will be impacted. Any outbreak or threat of an outbreak of a contagions or epidemic disease could have a material adverse effect on the Company, its business and operational results.

11. APPROVAL

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

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 December 29, 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.

Management’s Discussion and Analysis (continued)

Particularly, statements regarding our future operating results and economic performance are forwardlooking 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 December 21, 2020. The information in this announcement that relates to exploration results was first reported to the ASX on January 13, February 11, 2021, March 4, 2021, August 2, 2021, August 26, 2021, October 14, 2021 and November 3, 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.