Better Plant Sciences Inc. — Interim / Quarterly Report 2021

Jul 30, 2021

METALLIS RESOURCES INC. Management's Discussion and Analysis Six months ended June 30, 2021

Introduction

This Management Discussion and Analysis ("MD&A") is dated July 29, 2021 and should be read in conjunction with Metallis Resources Inc.'s ("Metallis", "the Company", "we", "our") condensed interim financial statements for the period ended June 30, 2021 and the related notes thereto. Technical aspects of this MD&A have been reviewed and approved by Metallis Resources' V.P. of Exploration, Mr. David Dupre, P.Geo., designated as a Qualified Person under National Instrument 43-101. This MD&A was written to comply with the requirements of National Instrument 51-102 - Continuous Disclosure Obligations and includes material events and transactions up to the date of this report. The financial data included in this MD&A had been prepared in accordance with International Financial Reporting Standards ("IFRS") and related interpretations. Results are reported in Canadian dollars, unless otherwise noted. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The results presented for the period ended June 30, 2021 are not necessarily indicative of the results that may be expected for any future period.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company's common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) if it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

The Company's common shares are listed on Tier 2 of the TSX Venture Exchange ("TSX-V") under the trading symbol "MTS", on the OTCQB Marketplace under the symbol "MTLFF" and on the Frankfurt Stock Exchange under the symbol "0CVM". The Company is a reporting issuer in British Columbia, Alberta and Ontario, Canada. Further information about the Company and its operations can be obtained from the Company's office located at Suite #604 - 850 West Hastings St., Vancouver, BC, V6C 1E1, or from Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.

Comments on COVID-19:

The coronavirus disease COVID-19 was declared a pandemic in March 2020. This contagious disease outbreak has continued to spread and new variants are emerging, continuing public health issues around the world. The rollout of approved vaccines began in December 2020 and it may take several years for global populations to be vaccinated, the timeline of which cannot be estimated. The outbreak has adversely affected global workforces, economies and financial markets. It is not possible at this time for the Company to predict the duration or magnitude of the continuing adverse results of the outbreak nor its effects on the Company's business or operations. To date, the Company's capitalized exploration costs as at June 30, 2021 of $9.3 million have not suffered an impairment as a result of the pandemic.

The Company's top priority remains the health and safety of its workers. In April 2020, the Company's Health, Safety, Environment and Social Responsibility Committee adopted COVID-19 BC Health Authority protocols and guidelines for all of our operations. We developed a Worksafe BC compliant COVID-19 Safety Plan which we coordinated with similar plans developed by our exploration subcontractors, and which allowed us to reopen our head office in May 2020. We have regularly updated the Safety Plan. In addition, we utilized health measures such as work-fromhome policies, enhanced on-line communication capabilities and set limits to the number of people working at the head office and at other work locations. These actions have ensured the continuation of the Company's operations and will continue to be utilized, when and as required.

Key stakeholder, the Tahltan First Nations, established very rigorous health and safety measures to keep COVID-19 out of their communities, while allowing members to remain employed in the mining and other industrial and business sectors. Those measures have been successful to date. The Tahltans' COVID-19 protocols are regularly updated for their communities and are also shared with their exploration and other mining partners.

Cautionary Note Regarding Forward-Looking Information

This MD&A contains forward-looking statements about the Company's objectives, strategies, financial condition, results of operations, cash flows and businesses. These statements are "forward-looking" because they are based on current expectations, estimates, assumptions, risks and uncertainties. These forward-looking statements are typically identified by future or conditional verbs or variable nouns such as "outlook", "believe", "anticipate", "estimate", "project", "expand", "expect", "intend", "plan", and terms and expressions of similar import. Such forward-looking statements are subject to a number of risks and uncertainties which include, but are not limited to: impacts from coronavirus disease COVID-19, cyclical downturn, competitive pressures, dealing with business and political systems in a variety of jurisdictions, repatriation of property in other jurisdictions, payment of taxes in various jurisdictions, exposure to currency movements, inadequate or failed internal processes, people or systems or from external events, safety performance, expansion and acquisition strategy, legal and regulatory risk, extreme weather conditions and the impact of natural or other disasters, specialized skills and cost of labour increases, equipment and parts availability and reputational risk. Actual results could be materially different from expectations if known or unknown risks affect the business, or if estimates or assumptions turn out to be inaccurate. The Company does not guarantee that any forward-looking statement will materialize and, accordingly, the reader is cautioned not to place reliance on such forward-looking statements.

The forward-looking statements in this MD&A are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future, including assumptions regarding the Company's ability to raise additional financing, execute business and operating strategies, and the Company's ability to develop its mineral properties. Discussions regarding the future exploration of the Company's property presumes the assumption that any necessary financings are successfully completed on reasonable and acceptable terms, whether from equity or debt issuance, joint venture or the sale of assets.

The Company disclaims any intention and assumes no obligation to update any forward-looking statement, even if new information becomes available, as a result of future events or for any other reasons, except in accordance with applicable securities laws. Risks that could cause the Company's actual results to materially differ from its current expectations are also discussed in this MD&A.

Description of Business and Recent Highlights

Metallis is a mineral exploration company with its primary focus on gold, copper, nickel, and silver in north-western British Columbia where it holds a 100% interest in 30 contiguous claims comprising the Kirkham Property (the "Property"), covering an area of 10,610 hectares. Twenty of the thirty mineral claims are subject to third-party Net Smelter Return ("NSR") royalties of 2%. The Company is entitled to purchase each 1% increment of the NSR royalty for $500,000.

The Property is centered at 56 ̊29' N latitude and 130 4̊ 0' W longitude in the south-central part of B.C.'s "Golden Triangle" situated in the Skeena Mining Division, a significant North American exploration region that hosts numerous mineral deposits, operating mines and former mines. The Property is accessible only by helicopter and is proximate to several mines and advanced exploration projects, including Garibaldi Resources' nickel-copper discovery, which is to the north, Eskay Mining Corp.'s VMS discovery to the east, Skeena Resources' past-producing Eskay Creek Mine, which is 15 km to the northeast, the Snip mine (1991-1999) located 28 km to the northwest, and Pretium Resources' Brucejack gold mine which is 30 km to the southeast. As well, Seabridge's KSM and Iron Cap deposits lie 25 km to the southeast.

The Company has incurred total cumulative Property exploration costs of $10.1 million since 2014, before tax credits and other expense recoveries. A total of 15,022 meters ("m") has been drilled by the Company to date including 3,820m in 2020. The Company's exploration has identified multiple targets and mineral deposit types including shear vein gold, epithermal gold-silver, porphyry goldcopper and magmatic nickel-copper. Our exploration work has led to certain geological understandings which has changed our key target focus. The following list represents the key targets and opportunities currently being analyzed by the technical team:

• 1. Cliff Porphyry System with upside in copper-gold grades and size potential;
• 1. Miles Porphyry System and its shallow high-grade gold and deeper copper-gold potential;
• 1. Cole Porphyry System and its shallow high-grade gold and deeper copper-gold potential;
• 1. Mount Dunn and Rhyolite Ridge stratigraphy and potential of VMS mineralization.
• 1. King East Target with Porphyry, Vein stockwork gold and/or VMS potential; and
• 1. Thunder North (K-9) Target and its nickel-copper potential.

Drilling in 2020 confirmed increasing mineral grades with depth and has yielded several long intervals of mineralization, as further discussed below. The team is excited about conducting its 2021 exploration and drilling.

Corporate Outlook

A $3.7 million financing completed during the current period has sufficiently funded the Company for its planned extensive drilling program this summer and provides working capital for the ensuing year. The Company is anticipating a robust 2021 exploration season, as it works towards defining the potential scale of the Property's mineralization. All key exploration contracts for 2021 have been executed with drilling, camp, helicopter and pad building contracts executed in the spring and the field programs well underway at the date of this report.

External influences are also favorable for the sector. The exploration resource market is active as financings persist with the Golden Triangle region continuing to be a significant draw for Canadian mining investment. Credit risks to the Company remain nominal as most receivables are government tax credits and GST/HST, and global government spending remains high, fueling continued commodity price strength.

The Company has a good working relationship with the Tahltan Central Government, its First Nations stakeholder whose ancestral lands include the Property.

2020 Exploration Summary

The Company's field exploration camp was situated at the McLymont Staging Area located approximately 12 km north of the Property. It was built and operated by Matrix Aviation Solutions Inc. ("Matrix"). Most of the 2020 work program was concentrated at the Cliff, Miles and King East Targets. The Company drilled six holes totalling 3,820m, with four of the holes at Cliff/Miles and one hole at King East. A sixth hole drilled into overburden as a shallow test hole encountered loose rock and was abandoned.

The 2020 drilling program utilized results from 3D modeling and surface mapping and was designed to test the Induced Polarization ("IP") response over the HM along with the depth potential at the Miles target, which is part of the 4km long Cliff Porphyry system. (See News Release September 8, 2020). Discovery holes KH20-37 at Miles and KH30-34 at Cliff successfully tested the deeper IP resistivity anomalies whilst cutting across the HM dikes and a succession of calcareous and siliceous rocks. The core is shown to carry high-grade gold which is unusual in a typical porphyry system. The assays from each of the 2020 drill holes at Cliff/Miles confirm that gold-grades improve with depth.

Hole_ID	From	To (m)	Length**	Au (g/t)	Cu	Ag (g/t)	Mo	AuEq
	(m)		(m)		(%)		(ppm)	*
KH20-34	453.0	594.0	141.0	0.51	0.08	1.76	36.53	0.64
incl.	540.0	594.0	54.0	1.03	0.05	1.97	41.23	1.13
KH20-35	68.0	83.0	15.0	0.15	0.14	0.55	103.08	0.36
	284.0	538.0	254.0	0.19	0.10	1.34	12.80	0.33
incl.	306.0	339.0	33.0	0.41	0.17	3.47	8.69	0.66
	627.0	645.0	18.0	0.23	0.14	2.13	313.56	0.54
KH20-36	211.0	407.2	196.2	0.20	0.09	0.49	21.05	0.33
	448.0	701.8	253.8	0.24	0.06	0.51	54.71	0.34
incl.	448.0	504.2	56.2	0.36	0.09	0.40	88.04	0.50
KH20-37	133.0	139.0	6.0	1.33	0.02	2.53	4.52	1.38
	496.0	579.0	83.0	0.63	0.03	0.41	26.07	0.68
incl.	547.0	579.0	32.0	1.21	0.02	0.35	7.37	1.24

Summary of 2020 drilling assay results at Cliff/Miles:

*Gold equivalent ("AuEq") grades are for comparative purposes only. Calculations use metal prices of US$1,700/oz gold, US$20/oz silver, US$3.0/lb. copper and US$9.0/lb. Molybdenum. **Lengths are meters of downhole drilled core lengths. Drilling data to date is insufficient to determine true width of mineralization. Intervals are calculated using a notional 0.20 g/t AuEq, a maximum of ten meters of internal dilution for porphyry-style mineralization and no top cut is applied. Recovery is assumed to be 100% as no metallurgical data is available.

The Highlights and Summary Descriptions of each hole are tabulated below:

KH20-37 intersected 1.21 g/t Au over 32 meters ("m") within a broader gold zone of 0.63 g/t Au over 83 m associated with highly silicified limey siltstone and sandstone units proximal to the HM Porphyry intrusions; KH20-37 also discovered a near surface epithermal quartz-carbonate vein breccia with semi-massive pyrite containing 1.33 g/t Au over 6m including 3.97 g/t Au over 1.8m;

• KH20-34 confirms the southern extension of the gold zone, approximately 1.2km south of discovery Hole KH20-37. (See News Release February 10th, 2021). The new discovery hole KH20-34 intersected one of the best intervals on the project to date, highlighted by 1.13 g/t AuEq over 54 meters ("m") within a broader interval of 0.64 g/t AuEq over 141 m;
• KH20-35 intersected a broad interval of 0.33 g/t AuEq over 254 m in sericitic alteration defining the northwestern edge of the porphyry system at higher elevation. A deeper interval of 0.66 g/t AuEq over 33 m confirmed that the gold-grades improve with depth and are correlated with gold-rich mineralization in holes MD09-01 and KH18-11; and
• KH20-36 confirmed that the Cliff Porphyry System ("Cliff") maintains its tabular shape and returned 196 m of 0.33 g/t AuEq and 253 m of 0.34 g/t AuEq including 56 m of 0.50 g/t AuEq. It provided a true test of the Cliff at higher elevation.

The discovery of significantly higher gold grades in sediments in KH20-37 and KH20-34 now expands the mineralized corridor as a very large (200m wide x 2,000m long and 600m deep) footwall block coincident with a prominent IP Resistivity anomaly. The dimensions of the block are open in all directions. The remnant potassic alteration in all of the drill holes highlight the potential of copper-gold core below 600m.

Prior to 2020, the Company had drilled 12 holes totaling 10,026m at Cliff. Assay results from the Company's previous drilling programs highlighted broad intervals of significant copper/gold mineralization associated with sericitic-potassic altered monzodiorite intrusions and breccias. These results confirmed the continuity of mineralization along this north-south oriented porphyry corridor which extends through the Cliff, Miles and Nina porphyry centers.

Three dimensional (3D) geological modeling, structural analysis, as well as surface mapping, identified a combination of dip-slip and strike-slip faults. The structural deformation led to variable thicknesses, dip, and plunge of the HM. This work expanded the vertical and lateral distribution of porphyry copper/gold mineralization and helped design the 2020 deep drilling program at the Cliff porphyry system.

The 2020 drill program (the "Program") focused on the southern 4 km section of the HM. The Program was designed to test the application of Induced Polarization ("IP") technologies over the HM and outline the dimensions of the silicified gold zone with higher gold grades at depth (See News Release September 8, 2020).

Drilling from east to west at 60° inclination was exceptionally effective in cutting across the HM and the entire stratigraphic column that hosts the gold zone. It also tested the southern part of a large resistivity anomaly and confirmed the targeted deeper high-grade gold mineralization within the explanatory siliceous sediments. Pervasive alteration and silicification encountered in all drill holes confirmed the continuity of mineralization all along the 4 km long Cliff/Miles porphyry corridor. The fault bounded porphyry dikes, breccias, alteration patterns and copper-gold grades all suggest features that are characteristics of the outer shell of a calc-alkaline porphyry system. Some of the high-grade mineralization has been discerned in the sericitic alteration that overprint the early

potassic alteration. The mineralization remains open at depth and extend to the north and to the south.

The gold-rich mineralization in KH20-37, KH20-34 and previous drill holes confirm that mineral grades increase with depth. The gold grade in KH20-37 is twice that encountered in MD09-03 and MD09-05 which barely tested the upper part of the IP Resistivity High, 400m directly above the 83m intercept being reported. The structural architecture and the assays from the 2020 drill program and other holes in the area highlight the substantial upside potential for expansion of the gold zone along strike and again, as is the case with Red Chris and Saddle North, confirm that grade increases with depth. The Company now has enviable options including a near-surface bulk-tonnage and potential deep high-grade underground-style mineralization.

The on-going 3D geological and structural modelling has revealed that the gold-rich corridor at Miles is associated with west dipping siliciclastic rocks and sub-parallel porphyry intrusions, which extend northward for additional 3.5 km forming the Cole Porphyry System.

2021 Exploration

The exploration field season at the Kirkham Property began on July 5, 2021. The camp being used this year is located 2km east of the McLymont hydroelectric power station in northwest British Columbia. During the period ended June 30, 2021, the Company completed its negotiations for drilling, camp, and helicopter services, paying deposits and retainers of $228,000. Metallis' geological team, during the 1st phase of exploration program (July 5 to July 23), completed detailed field investigations, drill core re-logging and interpreted the 846 km2 ZTEM™ survey data leading to an optimization of the drill collars. The 2021 drilling program started on July 27 and is expected to continue through the summer season, ending in October 2021. This years' drilling program is focused on targeting the near-surface gold along with the deeper copper/gold-rich potassic zones along the 4 km long Cliff-Miles porphyry corridor.

2021 Exploration Program Highlights:

• 1. Field mapping focused on outlining the dimensions of the porphyry intrusions, alteration zones, structures, and morphology of the Cliff-Miles porphyry copper-gold system;
• 1. A total of ~22 line-km of high-resolution Induced Polarization ("IP") proposed over the Cliff and Cole targets. The IP survey aims to outline the resistivity anomalies related to gold-bearing hydrothermal silicification and sulphides in the Cliff and Cole porphyry centers;
• 1. A total of 846 km2 ZTEM™ survey completed over the entire Kirkham property. The preliminary data is currently being reviewed and interpreted for locating the buried porphyry core zones along the 7.5 km long Hawilson Monzonite Complex (News Releases April 7th and June 22h, 2021). The ZTEM resistivity contrast is expected to highlight the morphology and depth potential of the Cliff and Cole porphyry centers and other prospective targets at the Kirkham property;
• 1. LiDAR survey over the entire 106 km2 Kirkham property acquiring digital ortho-photos and a bare-earth Digital Elevation Model ("DEM") and other imagery products used for geological interpretations, drill hole control, planning and logistics purposes; and

1. Selective rock-chip and soil sampling grids over ZTEM™ and SkyTEM™ conductive anomalies targeting the volcanogenic massive sulphide ("VMS") mineralization at King East, Mount Dunn, and Rhyolite Ridge prospects at the Kirkham property.

2021 Drilling Program Highlights:

• 1. Up to 8,000m of drilling over up to 13 drill holes, designed to expand the near-surface gold and deeper copper-gold zones. Most of the 2021 drill holes are 100m to 500m apart and are designed to target high grade zones and test the overlapping IP resistivity highs;
• 1. 6,500m of drill core re-logging completed at Cliff helped in identifying the wellmineralized M-Porphyry and patterns of alteration, veins and sulphides, affording vectors to deeper high-grade mineralization;
• 1. 200 samples collected for selective short wave-length Infrared ("SWIR") analysis leading to identify the distribution of alteration mineralogy and temperature stabilities, leading to vectors toward the highly mineralized, hot core zones of the Cliff porphyry system; and
• 1. ~1,200m of geotechnical oriented core logging planned for investigating the anatomy and orientation of faults, porphyry intrusions, breccias and veins defining the morphology of the Cliff porphyry system.

Cliff-Miles Porphyry Corridor

Cliff/Miles is a large porphyry copper-gold system with an alteration footprint of 4 km x ½ km, covering the southern portion of the 7.5 km long Hawilson Monzonite Complex ("HM"). The system is near the Triassic-Jurassic unconformity, referred to as the "Red Line" which is a key geologic guide for copper-gold mineralization. The "Miles Zone" marks the northward continuation of the Cliff porphyry system. The Company has recently received Re/Os age dates from the Cliff-Miles porphyry (187.2 Ma) confirming that it belongs to the fertile episode of calcalkalic porphyry intrusions of the Jurassic age Texas Creek Plutonic Suite. This plutonic suite also hosts the nearby Deep Kerr Deposit of Seabridge Gold's KSM project, which has an inferred resource of 1.92 billion tonnes grading 0.41% copper and 0.31 g/t gold, containing 19.0 million ounces of gold and 17.3 billion pounds of copper (Seabridge New Release Feb 16, 2017).

The latest drilling and 3D modelling has highlighted enormous upside potential for the expansion of the Cliff porphyry system. The presence of remnant potassic alteration and improving grades with depth has confirmed the vertical and lateral continuity of copper-gold mineralization as seen in the Red Chris, Deep Kerr, and Saddle North porphyry deposits in the Golden Triangle.

Metallis geologists utilized the surface mapping and sampling, ground IP and airborne ZTEM™ results to vector towards the core zones of the Cliff porphyry system, which have a potential vertical extent of over 1,000m. Leapfrog numeric modeling compiled by Dr. Michelle Campbell and Terraspec vectoring from Dr. Farhad Bouzari have highlighted substantial untested gaps in the Cliff-Miles porphyry corridor. Metallis' V.P. of Geoscience Services, Dr. Razique stated "We now have a robust 3D model of the Cliff-Miles porphyry corridor which has highlighted 3 major blocks, each of which show significant volume potential of high-grade copper-gold mineralization to be tested this year."

Cole Target:

The Cole Porphyry system defines the northern extent of the 7.5 km long Hawilson Monzonite Complex near the Triassic-Jurassic unconformity. The Cole target is represented by porphyry style mineralization associated with NNE-trending (015º) linear monzodiorite and diorite dikes hosted by Stuhini group rocks and unconformably overlain by Hazelton group rocks to the west. The first drilling at Cole in 2018 intersected multiple cm-scale gold-bearing massive sulphide veins highlighted by 137 g/t Au over 0.6 meters, similar to the gold-bearing veins found at the Snip mine, which produced 1.1 million ounces of gold at an average grade of 27.5 g/t from 1991 to 1999. (MINFILE, 2015: Snip, 104B 250; BC Ministry of Energy and Mines).

Exploration and drilling results from 2019 established the Cole target as a structurally controlled porphyry system transitioning westward into epithermal gold veins. Gold-rich mineralization tends to occur in both hanging and footwall of the northerly trending Adam fault system. Elevated goldgrades are commonly associated with quartz-carbonate-sulphide veins constrained along NEtrending, syn-mineral conjugate faults. Mineralization, including 1.34 g/t AuEq to 2.85 g/t AuEq in the 2019 drill holes and 137 g/t Au in KH18-19 assayed from the 2018 program (MTS News Release Nov 2018), confirmed the emplacement of multiple sub-parallel epithermal gold veins along the Adam fault. These veins mainly occur along the footwall of the Adam fault and remain open at depth and to the south. The  field observations and drill logs suggest both porphyry coppergold and epithermal-type gold potential at the Cole Target.

Multiple sub-parallel porphyry intrusions and hydrothermal breccia bodies along faults result in an extensive (800m x 1,000m) footprint of sericitic alteration including a linear (300m x 50m) zone of gold-bearing pyrrhotite-pyrite and quartz-carbonate veins. These linear zones are characterized by intense quartz stock work, disseminations, and veins of pyrite + pyrrhotite ± chalcopyrite and 0.35 to 1.0 g/t gold mineralization, subsequently cut by swarm of late-mineral barren dikes.

The Company's technical team is encouraged by the results from field mapping and drill data, which has provided significant data points to reconstruct the anatomy of faults, porphyry intrusions and alteration patterns. These features commonly vector toward the core zones of the complicated Cole porphyry system with a vertical extent of approximately 1,000m. Based on the exploration and drilling programs to date, the team has now outlined a robust magmatic-hydrothermal system that formed the Cole porphyry complex. The structural setting and the drilling assays provided a much better understanding of the control of mineralization which will allow the team to delineate the high-grade zones in future programs. The Company's technical team is planning to carry out an Induced Polarization ("IP") survey followed by a strategic exploration and drilling program that will test the expansion of near surface epithermal gold mineralization whilst simultaneously targeting the deeper porphyry copper-gold mineralization.

King East Target:

King East prospect extends over an area of 2 km x 3 km, representing a cluster of northerly trending monzonite dikes, sericitic alteration, veins, and elevated gold-in-soil values; all together highlighting the potential of a porphyry system at depth. To the south, the Upper Triassic Stuhini Group sediments are intruded by a zoned intrusion and associated alteration halo. Gold (± silver) mineralization is hosted in predominantly sub-vertical vein stockwork and subordinate vein breccias. As such, the style of mineralization is similar to the high-grade gold mineralization at the Valley of the Kings.

An evaluation of the soil grids highlighted several zones of anomalous Gold (>50ppb up to 6000 ppb) and Copper (>50ppm up to 2500ppm) values coincident with the margins of the altered intrusion. Trench chip sampling in the same area returned values up to 1.74 g/t Au over 6.0 m in siliceous siltstone. (See map).

The Company is developing an exploration program focusing on the porphyry, shear-vein gold, and sedimentary exhalites in the folded stratigraphic sequence near the eastern border of Kirkham next to Eskay Mining Corp.

Thunder North:

Thunder North prospect lies on the southern flank of the Nickel Mountain Gabbro complex. Mapping and prospecting since 2017 confirmed the presence of mafic to ultra-mafic rocks associated with the Nickel Mountain and Texas Creek intrusive complexes which extend on to the Thunder North prospect. Following Garibaldi Resources' 2017 discovery of massive Ni-Cu sulphides at their E&L project, the Metallis team carried out multiple surface exploration programs of mapping, sampling, and evaluation of VTEM magnetic and conductive anomalies clustered in the northern part of the property, along the border with Garibaldi. Petrographic thin section analysis at the University of British Columbia, Mineral Deposit Research Unit ("UBC/MDRU"), confirmed the presence of olivine gabbronorite at Thunder North, which contain up to 8.5 wt.% MgO, comparable to some of the differentiated gabbros in Nickel Mountain.

Exploration work completed at Nickel Mountain illustrates that disseminated and massive Ni-Cu-Co-Ag-Au-PGE sulfide mineralization is associated with taxitic and orbicular-textured olivine gabbros (Garibaldi Resources, NR Feb 19, 2019). The differentiated mafic intrusions with chaotic textures and breccias are recognized as an important feature of nickel sulphide ore deposits. The trans-tensional structural architecture of the western margin of the Eskay Rift is a key control on the emplacement of small open system intrusions as in Nickel Mountain.

Ground-based follow-up on nickel sulphide targets at Thunder North was focused on ultramafic intrusions at both the "K9 Creek" target and along the southern flanks of the Texas Creek suite "Lehto Pluton" complex, which contains fragments of differentiated gabbro (Pyroxenite), likely the source of the olivine gabbro boulders with 25-26 wt.% MgO found along Harrymel Creek. Outcropping Leucocratic gabbros are mapped at Thunder North "K9 Creek" target located ~1.5km southwest of E&L deposit along the ~12km trend of the Nickel Mountain Gabbro Complex. The presence of Nickel Mountain Gabbros at "K9 Creek" target and its proximity to the E&L deposits suggests the possibility of variable-textured taxitic gabbros with potential of magmatic Nickel-Copper sulphide mineralization in the area.

Evaluation of the VTEM, magnetic and conductive anomalies outside of the footprint of the magnetite-bearing basalts and Neogene volcanics also reflect the potential of small open systems with magmatic sulphide mineralization, particularly along the ~12km long Nickel Mountain gabbro trend, where the mafic rocks have a higher MgO content as seen in the E&L Gabbros and Pyroxenite varieties.

Community relations

In early 2021, the Company renewed its Communications Agreement with the Tahltan Central Government ("TCG"), the administrative body of the Tahltan Nation, located in northwest British Columbia, whose traditional territory encompasses the Property. The initial Agreement was first signed in February 2018. The TCG protects Tahltan Aboriginal rights and title, the ecosystems, and

natural resources of the Tahltan traditional territory by managing sustainable economic development and supporting the cultural wellness of the Tahltan community. The agreement establishes a solid framework and collaborative working arrangement between the parties, based on open dialogue, transparent communications, and cooperation with regards to the company's exploration activities on the Property. The agreement also encourages support for Tahltan cultural, economic, and educational initiatives.

In February 2020, the Company executed an Opportunity Sharing Agreement with the TCG, to provide further commercial opportunities for Tahltans and their businesses, deepening the Company's supply lines for exploration services, materials, and transportation. The Company also supports certain Tahltan community events, youth causes, exploration symposiums and job fairs in local communities situated near the Company's mineral properties. However, most community events in Tahltan territory have been suspended, delayed or temporarily cancelled due to COVID-19. Business activity throughout their traditional territories is being carefully managed by the TCG with rigorous travel and access policies. The TCG's protective measures are regularly updated and communicated to their constituents and exploration partners. To date, these polices have successfully kept their communities free of COVID-19, critically important due to a high proportion of elders, senior citizens and limited local medical resources.

The Company and Tahltans held a ZOOM meeting in January 2021 to discuss our 2020 exploration and drilling programs. Representatives of the TCG toured the Property in 2018 and received an update of the Company's exploration and drilling activities, its environmental and reclamation policies and standards, and its socio-economic measures related to local communities. In 2019, the timing did not allow for an elders' field visit, and in 2020, COVID mitigation measures also prevented any visits. The Company hires Tahltans each exploration season and will continue to do so. For more information about the TCG, visit www.tahltan.org.

Reclamation

The Company upholds high environmental standards with respect to all of its environmental interactions. It remediates and reclaims its work sites including the drilling and helicopter landing pads once the exploration results have been thoroughly reviewed. The Company has historically used 21 different sites on the Property of which 17 have been reclaimed, with 4 being retained for use in 2021. The 2020 exploration camp at the McLymont staging area was closed at the end of the 2020 season by the camp operator, Matrix Aviation Solutions Inc.

QAQC and Analytical Procedures

Metallis has adopted a rigorous quality assurance and quality control ("QA/QC") program to ensure best practices in sampling diamond drill core and surface rock chip and soil samples. Typical samples are approximately 1 kg of rock chips and/or soil samples, as well as 2m lengths of HQ and NQ size diamond drill core which is sawn, one half retained for archival purposes and one half is for analysis, which are delivered together with blanks and standards to the assay lab. The Company's samples and drill core were assayed by MSA LABS which has facilities in Terrace and Langley, BC. MSA LABS is a provider of geochemical laboratory services for the exploration and mining industries and is an ISO 17025 (Testing and Calibration) and ISO 9001 (Quality Management System) accredited laboratory independent of the Company. In addition to the internal QAQC program by MSA LABS, Metallis inserted 10% lab certified standards, blanks, and field duplicates into the overall sampling stream.

Quarterly Information

	Three	Three	Three	Three
	Months	Months	Months	Months
	Ended	Ended	Ended	Ended
	June 30,	March 31,	December 31,	September 30,
	2021	2021	2020	2020
Total assets	$ 14,348,637	$10,980,505	$ 11,519,497	$ 8,834,393
Total liabilities	(341,983)	(114,547)	(326,416)	(586,828)
Shareholders' equity	14,006,654	10,865,958	11,193,081	8,247,565
Selectoperating expenses:
Advertising, marketing, promotion	92,507	184,049	33,541	53,483
Consulting fees	225,392	117,831	163,405	95,000
Professional fees	4,226	2,897	31,684	1,232
Regulatory and transfer agent	20,058	11,565	8,921	4,010
Share-based compensation	231,054	10,754	160,156	-
Net income (loss)	(594,370)	(337,877)	(321,869)	10,404
Earnings (loss) per share-basic	(0.01)	(0.01)	(0.01)	0.00

	Three	Three	Three	Three
	Months	Months	Months	Months
	Ended	Ended	Ended	Ended
	June 30,	March 31,	December 31,	September 30,
	2020	2020	2019	2019
Total assets	$ 8,548,322	$ 8,693,285	$ 8,869,466	$ 8,724,169
Total liabilities	(321,161)	(342,125)	(391,962)	(831,954)
Shareholders' equity	8,227,161	8,351,160	8,477,504	7,892,215
Selectoperating expenses:
Advertising, marketing, promotion	1,361	19,452	14,719	19,555
Consulting fees	83,220	76,500	63,000	85,950
Professional fees	3,612	163	34,498	113
Regulatory and transfer agent	17,888	10,383	1,668	8,024
Share-based compensation	-	-	-	-
Net income (loss)	(123,999)	(126,344)	41,729	(88,866)
Earnings (loss) per share-basic	(0.00)	(0.00)	0.00	(0.00)

Results of Operations

Three months ended June 30, 2021 compared to three months ended March 31, 2021:

In the current quarter, the Company announced and completed a $3.7 million private placement, granted 670,000 consultants' stock options (none of which were to directors or officers), finalized

Phase I field exploration plans at Kirkham, and finalized all contractual arrangements with key exploration subcontractors needed for the season. The Company had a net loss for the current Q2 2021 period of $594,370 (Q1 2021 - $337,877), composed of operating costs of $632,935 (Q1 2021 - $380,328) and other income totalling $38,565 (Q1 2021 - $42,451). The other income is comprised of other income on settlement of flow-through premium liability of $34,128 (Q1 2021 - $9,222), gain on settlement of accounts payable and accrued liabilities of $Nil (Q1 2021 - $31,000), interest income of $4,856 (Q1 2021 - $2,739), finance income of $419 (Q1 2021 - $511), and amortization of discount of $838 (Q1 2021 - $1,021).

Other income on settlement of flow-through premium liability reflects the incurrence of qualifying exploration costs during the current period of $310,146 (Q1 2021 - $82,999), of which $280,255 was the remaining spending obligation related to the October 2020 flow-through private placement of $1,372,350, and $29,891 was spent in respect of the $3,045,000 flow-through private placement completed in the current quarter. Those expenditures reduced the flow-through premium liability by $31,139 and $2,989, respectively.

Interest income was earned from short-term money market instruments during the current and prior periods. Finance income and amortization of discount reflect period to period changes in net investment in lease and lease liability, respectively.

Gain on settlement of accounts payable and accrued liabilities in the prior quarter followed confirmation that certain previously recognized liabilities were not payable.

Operating costs increased $252,607 in the current quarter, of which 95% of the increase is attributable to three factors: share-based compensation rose $220,300, consulting fees rose $111,311, and advertising marketing and promotion declined $91,542.

Share-based compensation is calculated via the Black-Scholes option model and primarily reflects the grants of 670,000 stock options in the current period, all of which vested on grant. In the prior period, share-based compensation of $10,754 reflects the portion of stock options that vested in relation to a grant of 100,000 investor relations stock options in October 2020 which vest over a one-year period.

The increase in consulting fees is mainly due to new agreements that were signed during the current period, and which matured by the end of the period. One agreement in particular built upon the 2020 contracts with German-based marketing agencies that were engaged to help the Company navigate the European capital markets, facilitate institutional and resource fund introductions and develop strategies for increasing investor interest and inquiries about Metallis.

With regard to corporate communications initiatives, the advertising, marketing and promotion expenses declined 50% from $184,049 to $92,507 in the current period. The Company had sought a more aggressive strategy as the resource capital markets began weakening after mid-February 2021, and so engaged a digital marketing agency to execute a short-term lead generation campaign at a cost of US$120,000 ($153,600) in the prior quarter. This campaign involved the setup of a landing page, banner ad campaign to drive traffic to the information lander, and then a follow- up retargeting program for future press releases. This was done to both introduce the Company to new investors, and to re-engage investors with news flow as it is disclosed. These initiatives are undertaken on occasion and serve to maintain public awareness about the Company through this uncertain, pandemic-impacted period. The campaign was re-engaged at a cost of US $50,000 ($63,910) in the current quarter, and the Company wanted a greater market presence as the exploration season started up.

In addition, the Company has continued its more traditional marketing channels, including periodic print-based advertisements in such market-specific publications like Resource World, and Canadian targeted email campaigns. Community based platform branding programs are also underway with reasonable monthly fees for two chat platforms totalling $5,000 per month.

The Company's investor relations consultant is Nicosia Capital Corp. ("Nicosia"), which provides communication services and market awareness services. Nicosia does not provide market-making services. Nicosia was paid $24,500 (Q1 2021 - $21,000) during the period. Nicosia and its employee Frank Lagiglia manage these third-party services, assessing the results of the marketing and branding activities undertaken by the Company. Nicosia also communicates with investors and shareholders, addresses investor inquires and holds regular meetings with management. In October 2020, the Company granted Mr. Lagiglia 100,000 stock options exercisable for five years at $0.40 per share. The stock options vest quarterly over a one-year period.

Office and general expenses include corporate and liability insurance premiums, communications, supplies, website hosting and IT fees, printing costs and dues, fees and subscriptions, with changes expected from period to period. Such costs were $30,383 (Q1 2021 - $23,221) during the period.

Management has increased its expected quarterly operating costs to be $250,000, up from $200,000 for the past few quarters. (These estimates do not include share-based compensation which is a book entry estimate and not a cash disbursement). It is reasonable to assume that some continuing expenditures will be required for digital marketing as more business and investor outreach is conducted online while in-person meetings, trade shows and other people-centric forums remain slow to return from pandemic-related curtailments. Despite optimism about future travel and the return of face-to-face meetings, it is imperative that the Company continue to monitor and assess its web-based advertising initiatives which are designed to improve shareholder awareness, investor interest and liquidity. Other operating cost factors such as management fees, regulatory fees, rent, professional fees and office and general expenses are expected to remain similar to recent periods.

In the current period, the Company disbursed $353,681 (Q1 2021 - $267,653) on property exploration and $228,000 (Q1 2021 - $Nil) on drilling, camp and helicopter contract deposits. Current period exploration consists of geological consulting, data analysis and assays billed during the period. The Company also disbursed $418,233 (Q1 2021 - $268,335) on operating activities, approximating the operating costs for the period with the exception of share-based compensation.

A private placement was completed in the current period, raising $3.7 million and 1,175,000 stock options were exercised for proceeds of $117,500. Net cash rose $2.75 million in the period, compared to a decline of $0.5 million in Q1 2021, ending the current period with cash and cash equivalents of $4.5 million.

Three months ended June 30, 2021 compared to three months ended June 30, 2020:

The Company had a net loss of $594,370 (Q2 2020 - $123,999) during the period. Operating costs were $632,935 (Q2 2020 - $140,245) and other income totalled $38,565 (Q2 2020 - $16,246).

Other income is detailed on the statements of operations and comprehensive income (loss) and includes interest income, finance income (from premises sublease), amortization of discount (interest on lease liability) and other income on settlement of flow-through share premium liability. The largest difference between the periods is other income on settlement of flow-through share premium liability, which was $34,128 (Q2 2020 - $9,743), a consequence of the qualifying exploration expenditures that were incurred during the respective periods.

Operating costs increased $492,690 compared to Q2 2020. The largest increases were from sharebased compensation of $231,054 (Q2 2020 - $Nil), consulting fees of $225,392 (Q2 2020 - $83,220) and advertising marketing and promotion of $92,507 (Q2 2020 - $1,361). These items comprise 87% (Q2 2020 – 60%) of operating costs and 94% of the increase in operating costs.

With regard to advertising marketing and promotion, we previously discussed the current period's US $50,000 digital media campaign. Other advertising and marketing costs totalled $28,597 (Q2 2020 - $1,361) which in 2021 includes periodic print advertisements, a monthly Stockhouse subscription and fees for a Toronto-based newsletter blogger and writer.

Consulting fees are comprised of related party fees of $67,000 (Q2 2020 - $54,000) and third-party fees of $158,392 (Q2 2020 - $29,220). The increase in third-party fees relates primarily to Germanbased companies that were engaged to offer capital markets assistance and make introductions to investors and market participants. The pandemic necessitated the establishment of a presence in Europe, especially Germany, where there is a history of trading shares of Canadian exploration companies.

The Company incurred net exploration costs of $362,834 (Q2 2020 - $56,932) during the threemonth period. In the current period, $129,409 (Q2 2020 - $Nil) was paid for a ZTEM property survey, and the exploration team of 7 geologists charged fees of $119,880 (Q2 2020 – 5 geologists; $53,765 charged). The company also spent $55,080 (Q2 2020 - $Nil) on drill and helipad lumber and supplies. These items comprise 84% (Q2 2020 – 94%) of the net exploration costs during the period.

Six months ended June 30, 2021 compared to six months ended June 30, 2020:

The Company had a net loss of $932,247 (2020 - $250,343) for the six-month period, comprised of operating costs and other income and expenses. Operating costs rose from $196,223 in 2020 to $1,013,263 in 2021. Other income and expenses totalled income of $81,016 (2020 - $45,880). The other income is mostly comprised of interest income, gain on settlement of accounts payable and other income on settlement of flow-through premium liability.

The large increase in operating costs compared to last year's period is due to several factors. Advertising, marketing and promotion increased from $20,813 to $276,556, consulting fees increased from $159,720 to $343,223, and share-based compensation increased from Nil to $241,808. These three items comprise 85% (2020 - 61% ) of the total operating costs.

As previously discussed, the Company has spent funds on web and digital marketing since Q3 2020 to enhance the awareness of the Company as it adjusts to conducting more business and investor activity online. The comparative period did not include any of these expenses. In the current period, the Company spent $217,500 (2020 - $12,000) on specific email and web-based campaigns which served to increase public awareness early in the exploration season, introduce the Company to new market participants, and maintain liquidity. The remaining $59,046 of current period advertising and marketing expenses includes a monthly Stockhouse.com subscription, four magazine advertisements, an OTC focussed market awareness program and a redesign of the Company website.

The increase in consulting fees compared to 2020 is mainly due to additional efforts to build the Company's profile and awareness in Germany. As mentioned above, agreements were signed in 2020 and in 2021 to provide advice and introductions to the capital markets in Germany. In the

current period a total of $72,500 was amortized to consulting fees in respect of these agreements. Management expects some level of these fees to continue but they are not expected to recur to the same extent.

Share-based compensation is a book entry for the estimated fair value of stock options granted, following the Black-Scholes Pricing Model. An amount of $231,054 was determined and recorded in the current period as the fair value of 670,000 stock options granted to consultants, as further described under "Outstanding Share Information", later in this MD&A. None of these stock options were granted to directors or officers. An additional $10,754 was recorded as share-based compensation during the period, in respect of the vested portion of investor relations stock options that were granted in 2020.

With regard to cash flows, the inflows from equity issuances were $3.8 million (2020 - $Nil). The Company disbursed $630,157 (2020 - $162,196) on exploration (which includes $156,659 that was payable as at December 31, 2020), $228,000 (2020 - $Nil) on retainers and deposits for key exploration subcontractors and $686,568 (2020- $292,867) on operating expenses. Overall, cash increased $2.3 million (2020 - $0.1 million) during the six-month period.

For the six months ended June 30, the Company incurred net exploration costs of $473,863 (2020 - $168,140). Higher costs in the current period are mainly due to $129,409 (2020 - $Nil) for a ZTEM survey, $197,568 (2020 - $113,708) for geological and geophysical consulting, $55,080 (2020 - $Nil) for drill pad lumber and supplies (recorded as "drilling") and assay costs of $48,837 (2020 - $7,851). These items comprise 91% (2020 - 72%) of the net exploration costs incurred.

Liquidity and capital management

The Company endeavors to maintain appropriate levels of capital and liquidity. Sufficient liquidity is required to meet liabilities and obligations as they become due. The Company has no commercial operations or source of revenue, and no externally imposed capital requirements other than those specified under continuous listing requirements. The Company's capital is therefore its issued share capital. The capital required for operations and property exploration is expected to continue to come from the issuance of common shares or units for the foreseeable future. The Company's objectives of capital and liquidity management are to fund critical exploration work, meet on-going liabilities, maintain creditworthiness, minimize shareholder dilution and to ultimately maximize returns for shareholders over the long term. The Company continually assesses its internal, exploration and financing risks and their potential impacts on operations. This approach has allowed the Company to maintain sufficient capital balances over recent years to mitigate unexpected cash flow shortfalls.

At the date of this report, the Company has total working capital of $4.5 million as follows:

Working capital, July 29, 2021

	($000's)
Cash and cash equivalents	$ 4,504
Receivables	161
Prepaid expenses and retainers	272
Due from related parties	48
Accounts payable and accrued liabilities	(78)
Flow through premium liability	(302)
Short term lease liability	(39)
Total net working capital	$ 4,566

Outstanding share information

There are 52,839,878 common shares outstanding as of the date of this report, an increase of 8,779,445 from March 31, 2021 due to the exercise of 1,175,000 stock options and the closing of a 7,604,445 unit private placement (the "Financing") during the current quarter. No shares have been issued subsequent to June 30, 2021.

On May 10, 2021, the Company announced the closing of the Financing, a two-tranche nonbrokered placement totalling $3.7 million consisting of 6,090,000 flow-through units at a price of $0.50 per unit and 1,514,445 non-flow-through units at a price of $0.45 per unit.

Each flow-through unit of the Financing consists of one flow-through common share and one-half of a non-flow-through, non-transferable share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share at a price of $0.70 per share for a 2-year period. The flow-through shares will qualify as "flow-through shares" for the purpose of the Income Tax Act (Canada) (the "Act"). The proceeds of the flow-through private placement will be incurred on "Canadian exploration expenses" (within the meaning of the Act). The Company will renounce these expenses to the purchasers with the effective date of December 31, 2021. A flow-through share premium is calculated at the time of issuance as the price differential between the two types of units/shares concurrently issued. Qualifying exploration expenses incurred subsequent to the flow-through financing will "flow" to the flow-through subscribers as a deduction on their personal income tax returns.

Each non-flow-through unit of the Financing consists of one common share and one-half of a nonflow-through, non-transferable share purchase warrant. Each whole warrant will entitle the holder to purchase one additional common share at a price of $0.65 per share for a 2-year period.

Total finders' fees of $13,800 were paid and 27,600 finders' warrants were issued in respect of the Financing, exercisable at $0.50 per share for a two-year period, and valued at $6,207 following the Black-Scholes pricing model.

Stock options

At the date of this report, there are 2,980,000 stock options outstanding, unchanged from June 30, 2021. During the period ended June 30, 2021, 550,000 stock options were granted to consultants, exercisable at $0.50 per share for five years and which fully vested upon grant, and 120,000 stock options were granted to a consultant, exercisable at $0.45 per share for two years and which also fully vested upon grant. The fair values of the options granted were $194,735 and $27,545 respectively, following the Black-Scholes pricing model.

During the current period, directors, officers and consultants exercised all 1,175,000 outstanding stock options at $0.10 per share which would have otherwise expired on April 23, 2021.

Risk-free interest rate	0.64%
Expected life	3.5years
Annualized volatility	102.8%
Forfeiture rate	0%
Dividends	0%
Weighted average fair value of options	$0.29

The following weighted average parameters were used for determination of fair value of the options granted in the current period as described above:

Changes in stock options:

	Number of stockoptions outstanding	Weighted averageexercise price
Balance,December 31, 2020Options exercisedOptions granted	3,485,000(1,175,000)670,000	$0.590.100.49
Balance, June 30, 2021 and July 29,2021	2,980,000	$0.76

The outstanding stock options at the date of this report are as follows:

Expiry Date	Number ofOptions	Vested andexercisable	ExercisePrice ($)
August 18, 2022	760,000	760,000	0.39
April 23,2023	120,000	120,000	0.45
July 13, 2023	1,000,000	1,000,000	1.35
August 9, 2023	100,000	100,000	1.05
October 6, 2025	450,000	400,000	0.40
April 12, 2026	550,000	550,000	0.50
Total outstanding options	2,980,000	2,930,000	0.76

Warrants

As at the date of this report, there are 11,788,154 share purchase warrants outstanding, unchanged from June 30, 2021 as follows:

		Weighted
	Number of	average
	Warrants	exercise
	outstanding	price
Balance at December 31, 2020Warrants expired	8,906,903(948,571)	$0.731.60
Balance at March 31, 2021Warrants issued	7,958,3323,829,822	0.630.69
Balance atJune 30, 2021 and July 29, 2021	11,788,154	$0.65

List of outstanding warrants:

No. of warrants		No. of warrants
outstanding	Number of	outstanding
at June 30,	Warrants	at July 29,	Exercise
2021	exercised	2021	Price	Expiry Date
380,555	-	380,555	0.65	April 30, 2023
2,985,000	-	2,985,000	0.70	April 30, 2023
24,000	-	24,000	0.50	April 30, 2023
376,667	-	376,667	0.65	May 7, 2023
60,000	-	60,000	0.70	May 7, 2023
3,600	-	3,600	0.50	May 7, 2023
4,805,000	-	4,805,000	0.60	October 7, 2023
2,383,000	-	2,383,000	0.68	October 7, 2023
7,000	-	7,000	0.40	October 7, 2023
50,000	-	50,000	0.60	October 16, 2023
666,666	-	666,666	0.68	October 16, 2023
46,666	-	46,666	0.40	October 16, 2023
11,788,154	-	11,788,154

Directors, Officers and Related Parties

The directors of the Company are Fiore Aliperti, Jon Lever, Michael Sikich and Dr. David Webb. The officers are Mr. Aliperti (CEO), Mr. Lever (CFO), Mr. Dave Dupre (Vice-President of Exploration), and Dr. Abdul Razique, Vice-President, Geoscience Services who was promoted during the current period from the position of Chief Geologist.

Dr. Razique will be responsible for all the technical services including, but not limited to, planning and designing of the exploration surveys and overseeing drilling programs. He will now take a lead role in the Company by continuing to build on a strong geological team focused on generating

robust 3D geological models for the exploration and discovery of porphyry, shear-vein gold and Volcanogenic Massive Sulphide ("VMS") deposits at the Kirkham Property. The senior management team congratulates Dr. Razique on his appointment.

During the period ended June 30, 2021, there were no changes to the Company's Board of Directors. The following related parties include directors and key management personnel, including those entities in which such individuals may hold positions that result in them having control or significant influence over the financial or operation policies of these entities:

• a) Avanti Consulting Inc., a company controlled by the current Chief Executive Officer and director, provides consulting services to the Company;
• b) Lever Capital Corp., a company owned by the current Chief Financial Officer and director, provides consulting services to the Company;
• c) D. G. Dupre and Associates Inc., a company that is controlled by the Vice-President of Exploration, provides geological consulting services to the Company, the amounts of which are capitalized as geological costs under exploration and evaluation assets;
• d) DRW Geological Consultants Ltd. is a company controlled by a director of the company and which provides occasional geological consulting services to the Company, the amounts of which are capitalized under exploration and evaluation assets;
• e) Magma Geosciences Inc. is a company controlled by the Vice-President of Geoscience Services who was appointed to the position on June 1, 2021, and which provides geological consulting services to the Company, the amounts of which are capitalized as geological costs under exploration and evaluation assets;
• f) Etruscus Resources Corp., a public company related through two common directors and a common officer, subleases office space from the Company and shares certain administrative expenses.

		Transactionsforthe periodendedJune 30, 2021	Transactions forthe year endedDecember 31,2020	Balancereceivable asat June 30,2021	Balancepayable as atDecember 31,2020
Avanti Consulting Inc.	(a)	$ 77,000	$ 132,000	$-	$-
Lever Capital Corp.	(b)	47,000	84,000	-	-
D.G. Dupre and Associates Inc.	(c)	33,500	60,000	-	-
DRW Geological Consultants Ltd.	(d)	-	2,500	-	(210)
Magma Geosciences Inc.	(e)	11,000	-	-
Etruscus Resources Corp.	(f)	-	-	649	-
Total		$ 168,500	$ 278,500	$ 649	$ (210)

The aggregate value of fee-based transactions (exclusive of share-based compensation) and outstanding balances relating to the above noted related parties are as follows:

The Company subleases ½ of its office space to Etruscus Resources Corp. ("ETR"), a public Company related by two common directors and a common officer. The sublease began July 1, 2019 under a three-year term. The companies also share certain office expenses. Accordingly, day-to-day operations occasionally have receivables or payables due from or to ETR, respectively.

Loans to related parties:

During the period ended June 30, 2021, directors and officers exercised 850,000 stock options for cash proceeds of $85,000. Income tax and CPP was recorded in respect of the option benefit at the time of exercise. The Company remitted the amounts to the CRA, and recorded the amounts as loans receivable, totalling $48,119. The loans have a one-year term, are payable on demand and mature on May 15, 2022, with interest at CRA prescribed rates, currently 1%. As at June 30, 2021, accrued interest receivable was $60 for total loans and interest receivable of $48,179.

Advisory Board

On April 13, 2021, the Company announced the appointments of Dr. Michelle Campbell and Mr. Charlie Greig to its Technical Advisory Board, which now also includes founding member Lawrence Roulston (appointed April 2014), Stephen Wetherup (appointed April 2017), Dr. Farhad Bouzari and Mr. Andrew McIntosh (both appointed April 2020).

Dr. Campbell and Mr. Greig joined the team with a singular objective of providing technical and strategic guidance on the development of the 2021 drilling program at the Kirkham Property. The clear deliverable of the upcoming program will be to target the deeper higher-grade copper-gold mineralized zones of the 7.5 km-long Hawilson Monzonite porphyry complex lying within the Property. These two highly qualified additions to the Advisory Board bring a wealth of knowledge to the table, which includes their recent work on major resource projects in the immediate area.

Charlie Greig – VP of Exploration, GT Gold

Charlie Greig is a geologist with forty years of geological experience, mainly in the exploration industry. He has worked on exploration projects, mainly as a mapper, ranging from grassroots to development. Charlie has mapped, or worked on, several projects which have subsequently been taken to production, including La India in Mexico (Grayd–Agnico Eagle), Wolverine in Yukon (Atna-Westmin, Yukon Zinc), Alamo Dorado in Mexico (Corner Bay-Pan American Silver), Bisha (Nevsun) and Emba Derho (Sunridge Gold) in Eritrea, and Brucejack (Pretium) in B.C. He has also worked on a number of other advanced exploration projects including Asmara (Adi Nefas, and Debarwa, for Sunridge Gold), Red Mountain (Lac Minerals, Seabridge, IDM, Ascot), Casino (Western Copper and Gold), Silbak Premier-Big Missouri (Westmin, Ascot Resources), and the recently discovered Saddle North porphyry Cu-Au and Saddle South epithermal Au-Ag zones for GT Gold, for which he was awarded the 2020 H.H. "Spud" Huestis Award, by AME (the Association for Mineral Exploration of British Columbia) for significant contributions to enhancing the mineral resources of BC and the Yukon Territory.

Dr. Michelle Campbell – Senior Geologist, PhD., Seabridge Gold

Dr. Campbell obtained her Ph.D. in economic geology from Oregon State University in 2020, and her M.Sc. in geological sciences from UBC in 2012. She has worked for several different mineral exploration companies in Canada and Australia during the last 14 years. Since 2013, Dr. Campbell has worked in British Columbia's Golden Triangle and her Ph.D. research focused on the magmatic evolution, hydrothermal alteration, and geochronology of Seabridge Gold's KSM porphyry Au-Cu-Mo-Ag district. Dr. Campbell's expertise includes the interpretation and modelling of geochemical, shortwave infrared, and mineralogical data in porphyry-copper systems.

Off Balance Sheet Arrangements

As of the date of this report, the Company does not have any long-term commitments or off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company.

Risk Factors

Mineral exploration involves a high degree of risk. The recoverability of the amounts expended on exploration by the Company is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete its exploration programs, the development of its mineral properties and upon future profitable production, or the proceeds from the disposition of its properties. The Company has not yet determined whether the Property contains economically recoverable reserves. To date, the Company has not earned any revenues and is in the exploration stage.

Investing in common shares of the Company has risks. Prospective investors should carefully consider the risks described below, together with all of the other information included in this MD&A before making an investment decision. If any of the following risks materialize or occur, the business, financial condition or results of operations of the Company could be harmed. In such an event, the trading price of the common shares could decline, and prospective investors may lose part or all of their investment.

COVID-19

Future economic and business impacts caused by the pandemic cannot be estimated. The nature of the COVID-19 pandemic is changing as new variants are identified and governments continue to adapt their protocols. There is currently no certainty regarding the long-term effectiveness of vaccines developed or under development. Future operating disruptions and volatile supply chain disruptions may continue to occur as a result of the pandemic. Government regulations may change at any time, impacting operating procedures, including possible economic closures. Financial markets continue to be impacted by the pandemic, and global government deficit spending, a key response to the pandemic's impacts on society, is also contributing to future economic uncertainties.

Financing

The Company may not be successful at raising future financing and if it expends all of its cash on hand, it could therefore become insolvent or face bankruptcy proceedings. Without sufficient funds, it may not be able to carry on operations, and it may not be able to continue to develop or even maintain its exploration and evaluation assets. If the only alternative is to sell the Company's assets, any funds received may not be sufficient to allow the Company to continue as a going concern.

Possible Trading Suspension or Delisting

The Exchange may suspend from trading or delist the securities of the Company where the Company has failed to submit documents to the Exchange in the time periods required or has otherwise failed to meet minimum standards. Suspension from trading of the common shares may, and delisting of the common shares will, result in the regulatory securities authorities issuing a consolidated interim cease trade order against the Company. In addition, delisting of the common shares will result in the cancellation of all currently issued and outstanding common shares of the

Company held by insiders. Trading in the common shares of the Company may be halted at other times for other reasons also.

Dilution

If the Company issues treasury shares to finance acquisition or participation opportunities, or to raise exploration funds and working capital, shareholders suffer dilution of their investment and unusually large financings could result in a change of control of the Company.

Reliance on Management

The Company is relying solely on the past business success of its directors and officers to identify, acquire and develop strategic assets of merit. The success of the Company is dependent upon the efforts and abilities of its directors and officers and from the results of exploration. The loss of any of its directors or officers could have a material adverse effect upon the business and prospects of the Company.

Title to mineral resource properties

Although the Company conducts title reviews of its properties in accordance with industry practice, title to mineral exploration permits and mineral claims cannot be guaranteed and may be subject to regulatory changes and possible expropriation or cancellation. To the extent financing is not available, resource property fees and claim payments, work commitments, rental payments and option payments, if any, may not be completed and could result in a loss of property ownership or earning opportunities for the Company.

Industry and mineral exploration risks

Mineral exploration is highly speculative in nature, involves many risks and is frequently nonproductive. There is no assurance that the Company's exploration efforts will be successful. At present, the Property does not contain any proven or probable reserves. Success in establishing reserves is a result of several factors, including the quality of the project itself. Substantial expenditures are required to establish reserves or resources through drilling, to develop metallurgical processes, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Because of these uncertainties, no assurance can be given that planned exploration programs will result in the establishment of mineral resources or reserves. Furthermore, the Company may be subject to industry risks which could not be reasonably predicted in advance, such as labour disputes, natural disasters, or estimation errors.

Community relations

Increasing public scrutiny of mining projects and a general global increase in environmental concerns has been addressed by the mining industry by including both the local and broader communities and all key stakeholders in the planning and development processes, being transparent through communications, dialogue and education, and providing additional social governance and environmental sustainability reporting. Garnering community and public support for continued exploration, future mine development and construction includes public engagement and involvement of all key community stakeholders throughout the exploration and development process.

The Company's resource properties lie within the traditional territory of the Tahltan Nation, a key stakeholder with which the Company has current Communication and Opportunity Sharing Agreements in place. The Tahltans' main areas of concern are environmental stewardship and the sharing or transfer of economic benefits. The Company regularly updates the Tahltans to keep them aware of corporate changes and the progress of exploration, while the Tahltans keep their industry partners apprised of their community activities and health and safety measures. The lack of a social license to operate could impair the value of the Company's resource properties or delay or prevent exploration, development or construction activities.

Financial instruments

The Company's financial instruments consist of cash and cash equivalents, receivables, net investment in sublease, accounts payable, lease liability and due to related parties.

As at June 30, 2021, the Company had cash and cash equivalents of $4.5 million (December 31, 2020 - $2.3 million) comprised of cash in bank of $3.3 million (December 31, 2020 - $1.1 million) and Guaranteed Investment Certificates and money market instruments totalling $1.2 million (December 31, 2020 - $1.2 million).

The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding, are generally measured at amortized cost at the end of subsequent accounting periods. All other financial assets are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive income (loss).

Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at fair value through profit or loss (irrevocable election at the time of recognition). Any fair value changes attributable to changes in credit risk for liabilities designated at fair value through profit and loss are recorded in other comprehensive income (loss) and any fair value change in excess of the amount attributable to changes in credit risk is recognized in profit and loss.

The Company classifies its financial assets and financial liabilities in the following measurement categories:

• i) those to be measured subsequently at fair value (either through other comprehensive income (loss) or through profit or loss); and
• ii) those to be measured at amortized cost using the effective interest method.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

Except for cash and cash equivalents, all financial instruments held by the Company are measured at amortized cost, although the fair values of these financial instruments approximate their carrying value due to their short-term maturities. The fair values of cash and cash equivalents are measured at fair value through profit or loss and any changes to fair value subsequent to initial recognition are recorded in profit or loss for the period in which they occur. Finance income and finance costs arising from financial assets and financial liabilities respectively, are recorded in profit and loss.

Fair values of financial instruments are classified in a fair value hierarchy based on the inputs used to determine fair values, as follows:

The three levels of the fair value hierarchy are:

• Level 1 Unadjusted quoted prices in active markets for identical assets or liabilities;
• Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
  • Level 3 Inputs that are not based on observable market data, with fair value measurement derived from valuation techniques.

The fair values of cash and cash equivalents are measured based on Level 1 inputs of the fair value hierarchy.

Critical judgements and estimates

In preparing these condensed interim financial statements, management has made judgements and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates. The significant judgements made by management in applying the Company's accounting policies and the key sources of estimation uncertainty for the period ended June 30, 2021 are the same as those described in the annual financial statements for the year ended December 31, 2020.

The effect of a change in an accounting estimate is recognized prospectively by including it in profit or loss in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.

Significant assumptions about the future and other sources of estimation uncertainty that management has made that could result in a material adjustment to the carrying amounts of assets and liabilities, in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:

• a) The carrying value of the investment in exploration and evaluation assets and the recoverability of the carrying value, which is included in the statement of financial position;
• b) The Company has taken steps to verify title to exploration and evaluation assets in which it has an interest, but these procedures do not guarantee the Company's title. Properties may be subject to prior agreements or transfers and title may be affected by undetected defects;
• c) Significant judgment is required in determining the provision for income taxes. During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain. As a result, the Company recognizes tax liabilities based on estimates of whether additional taxes and interest will be due. These tax liabilities are recognized when, despite the Company's belief that its tax return positions are supportable, the Company believes that certain positions are likely to be challenged and may not be fully sustained upon review by tax authorities. This assessment relies on estimates and assumptions and may involve a series of complex

judgments about future events. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will impact income tax expense in the period in which such determination is made;

• d) The inputs used in accounting for share-based compensation expense in the statements of operations and comprehensive income (loss), including share price volatility and risk-free interest rates, and similar inputs used in accounting for the valuation of finders' warrants;
• e) The valuation of flow-through share premium liability is an estimate;
• f) The significant judgements, estimates and assumptions made by management as they relate to IFRS 16 - Leases, primarily include evaluating the appropriate discount rate to use to discount the lease liability, the determination of the lease term when the lease contains an extension option, and assessing if the Company is reasonably certain that it would exercise an extension option; and such judgements, estimates and assumptions affect the present value of the lease liabilities, the value of the right-ofuse assets, the value of the net investment in sublease and the amounts recognized in income and expense, including depreciation, rent expense, finance expense and finance income; and
• g) The assumption that the Company is a going concern and will continue operating for the foreseeable future, being one year, is a judgment.

Financial Risks

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

Credit Risk

Credit risk arises from the potential that one or more counterparties fail to meet their obligations. The Company is normally exposed to credit risk through its cash and cash equivalents and receivables. The Company manages credit risk associated with its cash and cash equivalents by using reputable financial institutions, from which management believes the risk to be remote. Receivables generally consists of recoverable Canadian sales taxes, accrued interest and Canadian mineral exploration tax credits receivable, which management believes the collectability of these amounts to be assured.

The Company shares an office with ETR and is expected to have amounts due from or to ETR at each period end. These amounts are considered at low risk of default, due to their relatively small scale and the early stage of ETR's exploration cycle. Accordingly, collection of amounts due from related party is also believed to be assured.

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 June 30, 2021, the Company had cash and cash equivalents of $4.5 million (December 31, 2020 - $2.3 million) to settle total current liabilities of $0.3 million (December 31, 2020 - $0.3 million). At June 30, 2021, there are no long term liabilities. Previously

the only long term liability was the lease liability, which has a term ending on June 30, 2022. The Company has sufficient liquidity for its 2021 field exploration and drilling programs, and its expected working capital requirements over the ensuing year.

The Company has historically relied on equity financings and asset sales to satisfy its capital requirements and will continue to depend upon equity capital as necessary and may also enter into earn-in arrangements or the sale of certain property interests if necessary or advantageous to the Company. There can be no assurance the Company will be able to obtain its future financings on acceptable terms. The ability of the Company to continue on this course will depend, in part, on the prevailing market conditions and the market interest in financing the Company's mineral property exploration programs, and the scope of such programs.

Interest rate risk

The Company is not exposed to risk in the event of interest rate fluctuations. The Company has no long-term debt other than a lease liability, has not entered into any interest rate swaps or other financial arrangements that mitigate the exposure to interest rate fluctuations, and current interest rates remain historically low. For these reasons, the Company believes it is not subject to material risks should interest rates change.

Foreign currency risk

The Company's functional currency is the Canadian dollar and an immaterial amount of transactions are in other currencies. Management believes the foreign exchange risk derived from currency conversions is not significant and therefore does not hedge its foreign exchange risk.

Management's Responsibility for the Condensed Interim Financial Statements

Information provided in this report, and the Company's condensed interim financial statements for the period ended June 30, 2021, are the responsibility of management. In the preparation of these reports, judgements and estimates, previously discussed in this MD&A, are sometimes necessary to make a determination of future value for certain assets or liabilities. Management believes such judgements and estimates have been carefully exercised and are properly reflected in the condensed interim financial statements. Management maintains a system of internal controls to provide reasonable assurances that the Corporation's assets are safeguarded and to facilitate the preparation of relevant and timely information.

Corporate Governance

The Company's Board of Directors and its committees substantially follow the recommended corporate governance guidelines for public companies to ensure transparency and accountability to the shareholders. The current Board of four individuals is comprised of two independent members and two executive officers. The Audit Committee consists of three members comprised of two independent directors and the chief executive officer. The Compensation Committee consists of three members, of which two are independent, and the Health, Safety, Environment and Social Responsibility Committee consists of two members.