Camrova Resources Inc. — Interim / Quarterly Report 2021

May 26, 2021

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Management’s Discussion and Analysis for the Quarter Ended March 31, 2021

This Management’s Discussion and Analysis (“MD&A”) of Camrova Resources Inc (“Camrova” or the “Company”) provides analysis of the Company’s financial results for the quarter ended March 31, 2021. The following information should be read in conjunction with the accompanying interim financial statements for the quarter ended March 31, 2021, including the notes to those financial statements (the “Financial Statements”). which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

Financial information is expressed in United States dollars, unless stated otherwise. This MD&A is current as of May 26, 2021.

Caution on Forward-Looking Information

This MD&A contains certain forward-looking statements concerning anticipated developments in Camrova’s operations in future periods. Forward-looking statements are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible” and similar expressions, or statements that events, conditions or results “will”, “may”, “could” or “should” occur or be achieved. These forward-looking statements may include statements regarding exploration results, mineral resource estimates, projected liquidity, capital expenditures, available capital resources and the potential availability of short-term and long-term financing, timelines, strategic plans, market prices of base metals or other statements that are not statements of fact. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of Camrova may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors. Camrova’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made. For the reasons set forth above, investors should not place undue reliance on forward-looking statements. Important factors that could cause actual results to differ materially from Camrova’s expectations include, uncertainties as to when or if the Company will realize any cash flows from the Boleo Mine or generate revenues or cash flow from its own independent operations; uncertainties relating to the Company’s ability to continue as a going concern and obtain additional financing to fund its future working capital and/or investment needs and other risks and uncertainties disclosed in the Company’s MD&A for the quarter ended March 31, 2021 and other information released by Camrova and filed with the appropriate regulatory agencies. At this time COVID 19 poses an immeasurable and indefinable uncertainty to MMB and Camrova’s operations.

Camrova Resources Inc. MD&A Quarter ended March 31, 2021

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Summarized Financial Results

Summarized Financial Results
	March 31,	March 31,
(in US $ or as otherwise noted)	2021	2020
Cash and cash equivalents	5,802	881
Working capital (deficiency)	(1,120,724)	(664,876)
Total assets	11,379	10,532
Shareholders’ equity	(1,168,436)	(664,876)

	Three months	Three months
	ended	ended
	March31,2021	March31,2020
(US$ or as otherwise noted)
Loss before other items	(119,949)	(97,411)
Foreign exchange (loss) gain/ Interest
charges	7,684	(1,388)
Net loss for the period	(112,265)	(98,799)

First Quarter Highlights and Recent Events

• At the end of the quarter, the Company had working capital deficiency of $1,120,724. The Company will require additional funding in the near-term to cover its operating costs and any prospective investment activities (see “ Corporate Outlook” , on the following page and “ Liquidity, Capital Resources and Going Concern ” on page 5);

• The Company reported a net loss during the quarter ended March 31, 2021 of $112,265 including the impact of a foreign exchange gain during the quarter of $16,022 and interest charges of $8,338 (see “ Review of Camrova Operating Results ” on page 4).

Overview

Camrova Resources Inc. was incorporated on July 15, 1985, under the Company Act (British Columbia). The Company has a minority investment in MMB, which owns and operates a producing copper, cobalt and zinc mine (the “Boleo Mine”) located near Santa Rosalia, Baja California Sur, Mexico. In November 2018, the Company announced its equity ownership level had been diluted from 7.32% to 7.23%, with further dilutions in ownership to 7.07% in December 2019 and to 6.91 % in March 2021. The Company invested US$264M in the Mine. At this time, KORES, the ultimate controlling party and parent of MMB, directly holds 77.09% of the equity of MMB. The remaining 16% ownership of MMB is held by a consortium of Korean companies. As of December 31, 2016, the Company recognized an impairment of $17,905,000 to reduce the carrying value of the shareholder loan receivable (and its total investment in MMB) to $Nil.

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Camrova Resources Inc. MD&A Quarter ended March 31, 2021

The Company is working to identify and evaluate alternative project opportunities with potential for near-term cash flow or value creation (see “ Corporate Outlook” below ).

Corporate Outlook

MAYG

On May 01, 2019 the Company signed an Asset Purchase Agreement (APA) with Asesoria y Inversiones MAYG SPA (MAYG) . MAYG is a private company incorporated in Chile and holds the El Chagres slag processing contract with Anglo American Sur S, A. ( Anglo ). (Press Release #7 dated May 1, 2019). On February 22, 2021 the Company renegotiated the Agreement with MAYG, bringing it in line with Camrova’s revised investment strategy.

Chilean Acquisition Update

On February 13, 2020 the Company announced the signing of the Asset Purchase Agreement to acquire the Las Vacas Flotation Plant near Illapel, Chile for a purchase price of US$3.6 Million (see Press Release #1 dated February 13, 2020). Since the signing of this agreement, there were two extensions granted with a revised closing date of June 1, 2020. Partly due to the COVID 19 Pandemic the Asset Purchase Agreement expired, but the parties have signed an Extension Validity Agreement. (see Press Release # 4 dated June 08, 2020). On September 16 2020, there was a further extension of the agreement to December 30, 2020.

On March 1, 2021 the Company negotiated a further extension to May 15,2021 of the Asset Purchase Agreement to purchase the Las Vacas Flotation Plant near Illapel, Chile. As part of the agreement the Company also agreed to pay a non-refundable deposit of US $ 50,000 and increase the purchase price from US$3.6 million to US $ 3.85 million. (See Press Release # 1 dated March 19,2021). This extension has expired again due to the widespread COVID situation in Chile and the Company is in negotiations to obtain another extension.

Financing

On March 18, 2019 Camrova announced the closing on Cdn $73,000 of Bridge Financing in three tranches and the issuance of 1,216,667 Common Shares along with an equal number of warrants.

In addition, the Company entered into Loan Agreements in the form of unsecured non-convertible Promissory Notes of Cdn $222,270, bearing simple interest at 15 % for annum. There was an additional $63,653 loaned this year. The interest and loans are due and payable one year after the date of issuance. Certain related parties were among the lenders. All lenders participated on the same terms. On July 11, 2020 the Loan Agreements expired and have been extended to December 31,2020. With the further extension of the APA, the Company negotiated a further extension of the Loan Agreement to March 31, 2021.

The Company is in discussion with various potential investors to secure financing for the Chilean Slag Processing project. (Press Release #1 dated February 13, 2020). This process is delayed partly due to the COVID 19 Pandemic.

Impairment

As of December 31, 2016 management determined, based on the MMB Life-of-Mine (“LOM”) Plan presented to the MMB Board (which projected operations to achieve only breakeven cash flows over the LOM and assumed the refinancing of the MMB senior debt), that distributions and/or the repayment of the shareholder loan to Camrova are unlikely, and recorded an impairment charge of $17,905,000 to bring the carrying value of the shareholder loan receivable to $Nil. The carrying value of the Company’s equity investment in MMB had

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Camrova Resources Inc. MD&A Quarter ended March 31, 2021

previously been recorded at $Nil. On May 10, 2019, the company was provided by MMB with an updated LOM. This LOM also projected a breakeven cash flow after repaying all debt and related interest.

Review of Camrova Operating Results

Comparison of the three-month period ended March 31, 2021, to the three-month period ended March 31, 2020

For the three-month period ended March 31, 2021 (Q1 2021), the Company recorded a net loss of $112,265 or $0.005 per share (basic) as compared to a net loss of $98,799 or $0.004 per share (basic) for the same period in 2020 (Q1 2020). The net loss in Q1 2021 includes a foreign exchange gain of $16,022 (gain of $4,495 in Q1 2020) and interest charges of $8,338 ($5,883 in Q1 2020).

Operating expenses during the quarter ended March 31, 2021, were $119,949 compared to $97,411 for Q1 2020. Operating expenses in Q1 2021 were comprised mainly of general and administrative expenses. The most significant difference in operating expenses is discussed below:

• Foreign exchange gain $16,022 (gain of $4,495 in Q1 2020) – during Q1 2021, the Canadian dollar strengthened against the US dollar;

• Due Diligence costs: $50,029 ($Nil in Q1 2020) related to the extension of the Asset Purchase Agreement fee paid to MDA for the potential Chilean acquisition;

• Interest charges: $8,338 ($5,883 in Q1,2020) related to promissory notes interes

Selected Annual Information

The Company’s financial results presented above and below have been derived from the Company’s Financial Statements prepared under IFRS. The Company’s presentation currency is USD. The functional currency of Camrova Resources Inc. is the Canadian dollar. In October 2016, the Company effected the consolidation of the Company’s common shares on a twenty-old-shares-for-one-new basis. All references to per common share amounts have been retroactively restated to reflect this common share consolidation.

	2020	2019	2018
	USD'000s	USD'000s	USD'000s
(Loss) income for the year	(373)	(783)	(498)
(Loss) income per share
- Basic	(0.020)	(0.034)	(0.026)
- Diluted	(0.020)	(0.034)	(0.026)
Total assets	2	20	221
Net working capital (deficiency)	(995)	(624)	109

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Camrova Resources Inc. MD&A Quarter ended March 31, 2021

Review of Quarterly Results

The eight most recently completed quarters up to March 31, 2021:

	Q2 June30 2019	Q3 Sep 30 2019	Q4 Dec 31 2019	Q1 March 31 2020	Q2 June 30 2020	Q3 Sept 30 2020	Q4 Dec 31 2020	Q1 March 31 2021
(Loss) Gain for the period attributable to common shareholders of the Company (USD ’000)	$(147)	$ (73)	$(382)	$(99)	$(68)	$(65)	$(141)	$(112)
Basic and diluted loss per share for the period	$(0.01)	$ (0.01)	$(0.02)	$(0.004)	$(0.003)	$(0.003)	$(0.01)	$(0.005)

The fluctuating loss of the Company through Q1 2021 is primarily due to General and Administrative expenses mainly comprised of Wages, Salaries and Management fees of $49,858, Office and General expenses $7 of ,469, and Due Diligence costs of $50,029.

Liquidity, Capital Resources, and Going Concern

MMB’s mineral exploration and development activities have provided the Company with no source of income, and a history of losses, working capital deficiencies and deficit positions. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and, in the near-term, to obtain the necessary financing to meet its obligations, cover overheads, and settle its liabilities from normal operations as they become due. Based on the latest published MMB LOM Plan, the Company does not expect to receive any cash flows from its shareholding in MMB or shareholder loan in the foreseeable future.

The Company’s combined cash and cash equivalents and short-term deposits as at March 31, 2021, totaled $5,802 (March 31, 2020 - $881).

The Company has a working capital deficiency of $1,120,724 as at March 31, 2021 (March 31, 2020 – working capital deficiency of $664,876).

The Company had net cash inflows of $4,388 in Q1, 2021 (Q1, 2020 outflows of $8,875).

The Company did not incur any cash expenditures on property, plant and equipment during 2021 (2020 - $Nil).

Based on the Company’s cash flow forecasts, it will require additional financing within the next 12 months in order to meet its ongoing corporate overhead, and to continue its discretionary exploration and evaluation programs. There can be no assurance that the Company will be able to obtain adequate financing in the near future or that such financing would be on terms acceptable to the Company. These factors cast significant doubt on the Company’s ability to continue as a going concern.

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Camrova Resources Inc. MD&A Quarter ended March 31, 2021

Current Liabilities- Accounts Payable

As at March 31, 2021, the Company had the following undiscounted contractual obligations:

Contractual Obligations		Payments	due by period
	Total	Less than 1yr	1-3yrs	4-5yrs	5yrs
Accounts payable and	$884,963	$340,554	$544,409	$ -	$	-
Accruals
Promissory Notes	$247,140	$8,746	$238,394	-		-
	1,132,103	$349,300	$782,803	$-	$	-

. The promissory notes of $247,140 are made up of $63,895 contributed by related parties and $183,245 by non related parties. The notes are unsecured, due on June 30, 2021 and bear interest at an annual rate of 15%.

Government COVID Loans

In addition to the Cdn $40,000 received from the Federal Government in 2020, a further Cdn$20,000 was received in January 2021. The loans are interest free and require no principal repayments until December 31, 2022. After the interest free period ends the loans will bear interest at a rate of 5% per annum. If the loans are repaid prior to December 31, 2022, Cdn $20,000 will be forgiven.

- Off Balance Sheet Arrangements

In 2012, the Company entered into a lease assignment for offices no longer used by the Company. In order to induce the landlord to approve the assignment, the Company provided an indemnity agreement to the landlord. The Company remained liable during the balance of the lease term in the event the assignee did not fulfil its obligation to the landlord. The lease expired September 30, 2020.

Transactions with Related Parties

Compensation of key management personnel

Key management personnel are those persons that have the authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel of the Company include executive officers and directors.

The compensation accrued but not paid to key management, or to companies in common with key management personnel, for services provided is shown below. The amount includes an accrual of $55,782 (2020- $53,373) not paid due the company’s cash position.

	Quarter ended	Quarter ended
	Mar31,
	2021	2020
Short-term employee benefits/key personnel salary	55,782	53,373
Stock-based compensation	--	-
	55,782	53,373

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Camrova Resources Inc. MD&A Quarter ended March 31, 2021

Share Capital Information

Common Shares : 23,011,760 issued and outstanding as at March 31, 2021 and as at the date of this report.

Stock Options : 1,463,750 outstanding as at March 31, 2021 and as at the date of this report. During Q3 2019, 236,895 stock options expired. In July 2019, the Board of Directors awarded 200,000 stock options to two external consultants and 50,000 to the Company’s Vice President of Business Development in Chile at the exercise price of Cdn $0.06 per share which expired on July 20, 2020.

On May 1, 2019, the TSX Venture Exchange approved a Private Placement of 1,216,667 common shares at Cdn$0.06 per share realising $54,575 along with Warrants for the same number of common shares at the exercised price of Cdn$0.10 per share which expired on May 1, 2021. On September 21, 2018 final approval was received from the TSXV Exchange with respect to converting $111,037 of indebtedness to certain arm’s length and non-arm’s length creditors to 1,954,440 common shares valued at Cdn$0.075.

Changes in Accounting Standards

Adoption of new or revised IFRS pronouncements during the period

In July 2014, the IASB issued the final version of IFRS 9, Financial Instruments , (“IFRS 9”) to replace IAS 39, Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 introduces a single approach to determine whether a financial asset is measured at fair value through profit and loss, fair value through other comprehensive income, or at amortized cost. Measurement and classification of financial assets is dependent on the entity’s business model for managing financial assets and the contractual cash flow characteristics of the financial asset.

For financial liabilities, IFRS 9 retains most of the IAS 39 requirements; however, where the fair value option is applied to financial liabilities, the change in fair value resulting from an entity’s own credit risk is recorded in other comprehensive income rather than net earnings, unless this creates an accounting mismatch.

In addition, a new expected credit loss model for calculating impairment on financial assets replaces the incurred loss impairment model used in IAS 39. IFRS 9 no longer requires a triggering event to have occurred before credit losses are recognized. An entity is required to recognize expected credit losses when financial instruments are initially recognized and to update the amount of expected credit losses recognized at each reporting date to reflect changes in the credit risk of the financial instruments. In addition, IFRS 9 requires additional disclosure about expected credit losses and credit risk.

IFRS 9 is effective for years beginning on or after January 1, 2018, with early adoption permitted. The Company has evaluated the impact of adopting IFRS 9 on the financial statements. The impact is minimal given Camrova’s limited Receivables and Equity Instruments

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Camrova Resources Inc. MD&A Quarter ended March 31, 2021

Critical accounting estimates and judgments

The preparation of the Financial Statements requires that the Company’s management make assumptions and estimates of effects of various future events on the carrying amounts of the Company’s assets and liabilities at the end of the reporting period. Actual results may differ from those estimates.

Estimates are reviewed on an ongoing basis using historical experience and other factors that are considered relevant given the circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

Further detail is set out in Note 3 of the Company’s audited annual Financial Statements for the year ended December 31, 2020 and, in respect of the going concern assumption in Note 1 of the Financial Statements.

Risk factors

Readers should carefully consider the risks and uncertainties described in the Company’s MD&A for the year ended December 31, 2020 (available on the SEDAR website at www.sedar.com), before deciding whether to invest in the common shares of Camrova.

In addition, the reader’s attention is directed to the going concern risk highlighted in Note 1 of the Financial Statements and in the “ Liquidity, Capital Resources and Going Concern ” section of this MD&A (pages 5 and 6).

Disclosure Controls and Procedures

In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer’s Annual and Interim Filings) (“NI 52-109”), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the Annual Financial Statements and this accompanying MD&A (together, the “Annual Filings”).

In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information the reader should refer to the Venture Issuer Basic Certificates filed by the Company with its filings on SEDAR at www.sedar.com.

COVID 19

The Company’s business could be adversely affected by the effects of health epidemics, including the global COVID-19 pandemic. In December 2019, a novel strain of COVID-19 was reported in China. Since then, the COVID-19 has spread globally, to include Canada, the United States and most European countries. The spread of COVID-19 from China to other countries has resulted in the World Health Organization (WHO) declaring the outbreak of COVID-19 as a “pandemic,” or a worldwide spread of a new disease, on March 11, 2020. Many countries around the world, including Canada, have imposed quarantines and restrictions on travel and mass gatherings to slow the spread of the virus, and have closed non-essential businesses. The spread of COVID-19, which has caused a broad impact globally, may materially affect the Company economically. While the potential economic impact brought by, and the duration of, COVID-19 may be difficult to assess or predict, a pandemic could result in significant disruption of global financial markets, reducing the Company’s ability to access capital, which could in the future negatively affect the Company’s liquidity. In addition, a recession or market correction resulting from the spread of COVID- 19 could materially affect the Company’s business and the value of the Company’s common shares The global outbreak of COVID-19 continues to rapidly evolve. The extent to which COVID-19 may impact the Company’s business, operations and clinical trials will depend on future developments, including the duration of the outbreak, travel restrictions and social distancing in Canada and other

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Camrova Resources Inc. MD&A Quarter ended March 31, 2021

countries, the effectiveness of actions taken in Canada, the United States and other countries to contain and treat the disease and whether Canada and other countries are required to move to complete lock-down status. The ultimate long-term impact of COVID-19 is highly uncertain and cannot be predicted with confidence.

Subsequent Event

Chilean Acquisition Update

Nothing to report.

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Camrova Resources Inc. MD&A Quarter ended March 31, 2021