Choom Holdings Inc. — Management Reports 2021

Mar 2, 2021

GK RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2020 (All amounts expressed in Canadian dollars, unless otherwise stated)

Management’s Discussion and Analysis

The following discussion and analysis, prepared by management (the “ MD&A ”), reviews the Company’s financial condition and results of operations for the interim period ended December 31, 2020. The MD&A should be read in conjunction with the interim financial statements of the Company and related notes, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) for the period ended December 31, 2020 in addition to the audited financial statements and related notes for the year ended September 30, 2020. This discussion provides management’s analysis of the Company’s historical financial and operating results and provides estimates of the Company’s future financial and operating performance based on information that is currently available. This discussion contains forward-looking statements that involve certain risks and uncertainties. See also “Forward-Looking Statements” and “Risk Factors”. This MD&A is current as at March 1, 2020.

Overview

This MD&A has been prepared by management and reviewed by the audit committee of the board. For the purposes of preparing this MD&A, management, in conjunction with the Board, 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 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, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity. All financial information in this MD&A has been prepared in accordance with IFRS and all dollar amounts are quoted in Canadian dollars, the reporting currency of the Company, unless specifically noted.

Description of Business

GK Resources Ltd. (the “Company”) was incorporated under the Business Corporations Act (British Columbia) on November 3, 2017. The Company is a mineral property exploration company that completed its initial public offering on March 21, 2019. On March 25, 2019, the shares of the Company began trading on the TSX Venture Exchange (the “Exchange”) under the stock symbol NIKL.

Mineral Exploration Projects

Iron Lake Property, British Columbia, Canada

On June 20, 2018, GK entered into an option agreement (the “Original Agreement”) with Eastfield Resources Ltd. (“Eastfield”) for an option to acquire an undivided 60% interest in Eastfield’s Iron Lake Property located approximately 45 kilometres northwest of the community of 100 Mile House, British Columbia. The Iron Lake Property comprises 21 mineral claims totaling 8,035 hectares, subject to a 1.5% net smelter returns (“NSR”) royalty.

According to the Original Agreement, to earn the 60% interest, the Company was required to complete $3,000,000 in exploration work, make cash payments of $400,000 ($50,000 paid) and issue common shares at an aggregate value of $250,000 in share equivalents over a 5 year term. An aggregate value of $3,000,000 exploration program was required to be completed over a five-year term and a minimum $100,000 exploration program is required to be completed in the first year (not completed).

On August 14, 2020, GK announced that it has entered into an option amending agreement with (the “Amending Agreement”) with Eastfield Resources Ltd. (“Eastfield”), amending the Original Agreement, pursuant to which the Company was granted the sole and exclusive option to acquire up to 60% interest in the Iron Lake Property.

Pursuant to the Amending Agreement, the Company and Eastfield have agreed to amend the payment schedule for exercise of the Option and the exploration expenditures to be incurred on the Iron Lake Property.

GK RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2020 (All amounts expressed in Canadian dollars, unless otherwise stated)

To date, the Company has paid a total of $50,000, representing the cash payment to be paid upon signing of the Original Agreement and on the first anniversary of the Original Agreement.

The Company has agreed to issue $50,000 in common shares (the “Payment Shares”) on the second anniversary of the Original Agreement and pay $50,000 in cash on the third anniversary of the Original Agreement. The Company will pay $100,000 in cash and issue $80,000 in Payment Shares on the fourth anniversary of the Original Agreement and pay $200,000 in cash and issue $90,000 in Payment Shares on the fifth anniversary of the Original Agreement.

In addition, the Company has agreed to incur an additional $100,000 by the third anniversary of the Original Agreement (of which $50,000 is to be spent by March 15, 2021), an additional $1,000,000 to be spent by the fourth anniversary of the Original Agreement and an additional $1,851,213 to be spent by the fifth anniversary of the Original Agreement. To date, the Company has incurred $49,882 exploration expenditure that were to be spent by the second anniversary of the Original Agreement.

Norwest Nickel Project, Brazil

The Company entered into a letter of intent (the “LOI”) dated September 9, 2019 for the acquisition of interests in (i) Guaporé Mineração Ltda. (“Guaporé”), a private Brazilian company which holds two laterite nickel deposits in Brazil known as the Norwest Nickel Project and (ii) the rights to the outstanding balance of the existing loans owed by Guaporé to one of its shareholders. On June 29, 2020, the Company terminated the LOI and expensed all costs incurred on the property.

	Iron Lake	Norwest Nickel	Total
	Property,	Project,
	Canada	Brazil
	$	$	$
Balance at September 30, 2019	99,042	8,045	107,087
Acquisition costs	38,333	-	38,333
Geological	840	8,090	8,930
Impairment		(16,135)	(16,135)
Balance at September 30, 2020	138,215	-	138,215
		-
Balance at December 31, 2020	138,215	-	138,215

Overall Performance

Highlights of the Company’s activities for the period ended December 31, 2020:

GK will continue its efforts to acquire a high quality advanced mineral project.

Financial Performance

The statements of financial position as of December 31, 2020 indicated total current assets of $18,879 of which $18,793 comprises cash.

At December 31, 2020, current liabilities totaled $202,350 all of which comprised accounts payable and accrued liabilities.

At December 31, 2020, the Company had a working capital deficit of $183,471. Management’s short-term plans are to fund the Company’s day-to-day operations through equity or, to a minor extent, debt financing.

Shareholders’ equity was comprised of share capital of $1,079,920 and a deficit of $1,202,848 for a net negative equity of $45,256.

The weighted average number of common shares outstanding for period ended December 31, 2020 was 16,377,397.

GK RESOURCES LTD.

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2020 (All amounts expressed in Canadian dollars, unless otherwise stated)

The Company is an exploration stage company and engages principally in the acquisition, exploration and development of mineral properties. The Company capitalizes, on a property by property basis, all acquisition and exploration costs until the property to which those costs are related is placed into production, sold, or abandoned. The decision to abandon a property is largely determined based on exploration results and management’s judgment as to whether the property may be used in a potential transaction with another exploration or mining company.

None of the Company’s properties are in production. Therefore, mineral exploration expenditures are capitalized and losses are incurred as a result of general exploration and administrative expenses relating to the operation of the Company’s business. Consequently, the Company’s net income is not a meaningful measure of its performance or potential.

The key performance drivers for the Company include securing the best geological expertise it can, and acquiring and developing high potential prospective mineral properties. By hiring highly qualified staff and acquiring and exploring projects of superior technical merit, the Company increases its chances of finding and developing an economic deposit.

At this time, the Company is not anticipating profit from operations. Until such time as the Company is able to realize profits from the production and marketing of commodities from its mineral interests, the Company will report an annual deficit and will rely on its ability to obtain equity/or debt financing to fund on-going operations. For information concerning the business and properties of the Company, please see “ Description of the Business ” and “ Mineral Exploration Projects ”.

Additional financing will be required for new exploration and promotional initiatives. Due to the inherent nature of the junior mineral exploration industry, the Company will have a continuous need to secure additional funds through the issuance of equity or debt in order to support its corporate and exploration activities, as well as its share of obligations relating to mineral properties.

Results of Operations

For the Three Months Ended December 31, 2020

During the three months ended December 31, 2020, the Company reported a net loss of $80,174 compared to a net loss of $141,469 for the comparable period. Overall expenses for the current period decreased over the previous period as the operations decreased during the current period.

Operating Expenses

During the period ended December 31, 2020 the Company recorded operating expenses of $1,254.

As the Company’s current operations do not generate revenues, the Company will continue relying on equity and debt financing in order to meet its ongoing day-to-day operating requirements. There can be no assurance that financing, whether debt or equity, will be available to the Company in the amount required at any particular time, or, if available, that it can be obtained on terms satisfactory to the Company.

Subsequent to the period ended December 31, 2020

On February 16, 2020, the Company announced that it has entered into debt settlement agreement with certain parties to settle an aggregate $112,983 in debt. The Company will issue 869,100 common shares at a deemed price of $0.13 per debt share. The parties involve an officer of the Company who will receive 270,769 shares in settlement of his executive services and a director who will receive 598,331 shares in settlement of fees for legal services.

On February 8, 2021, pursuant to the terms and conditions of the stock option plan the Company granted 1,250,000 options to directors and officers of the Company. The Options are exercisable at $0.13 and will expire three years from the date of grant.

GK RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2020 (All amounts expressed in Canadian dollars, unless otherwise stated)

Summary of Quarterly Results

	Q4 2021	Q4 2020	Q3 2020	Q2 2020	Q1 2020	Q4 2019	Q3 2019	Q2 2019
	$	$	$	$	$	$	$	$
Net (loss) income Basic/Diluted (loss) income per share Total assets	(80,174) (0.00) 201,496	(97,905) (0.00) 160,489	(29,566) (0.00) 201,496	(60,405) (0.01) 216,875	(141,468) (0.01) 276,465	(265,265) (0.02) 389,712	(129,453) (0.01) 657,306	(178,697) (0.01 765,956

Liquidity and Capital Resources

The Company is an exploration stage company and therefore has no regular cash inflows. The Company’s mineral properties are located in British Columbia. The investment in these properties, which are categorized as capitalized mineral property costs, together with cash, represent the bulk of the Company’s asset base. Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows from operations and anticipated investing and financing activities. The Company’s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet its liquidity requirements

As at December 31, 2020, the Company had $18,793 cash and cash equivalents, with working capital deficit of $183,471. The Company’s share capital was $1,041,587 representing 16,377,397 common shares issued.

Contractual Obligations

A summary of the Company`s contractual obligations at December 31, 2020, is detailed in the table below.

		Payments Due by Period	Payments Due by Period
	Total	Less than 1 Year	1 – 3 Years	4 – 5 Years	After 5 Years
Accounts Payable	$202,350	$202,350	n/a	n/a	n/a
Accrued Liabilities	-	-	n/a	n/a	n/a
Amounts due to Related			n/a	n/a	n/a
Parties	-	-
Total	$202,350	$202,350	n/a	n/a	n/a

Off Balance Sheet Arrangements

To the best of management’s knowledge, there are no 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.

Related Party Transactions

A number of key management personnel, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. Key management includes directors and key officers of the Company.

GK RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2020 (All amounts expressed in Canadian dollars, unless otherwise stated)

Significant Accounting Policies and Critical Accounting Estimates

All significant accounting policies and critical accounting estimates are fully disclosed in Note 3 of the audited financial statements for the year ended September 30, 2020.

Financial Instruments

		December 31,	September 30,
	Level	2020	2020
		$	$
Cash	1	18,793	20,046
Other receivables	2	86	-
Accountspayable and accrued liabilities	2	202,350	125,571

The Company has determined the estimated fair values of its financial instruments based on appropriate valuation methodologies; however, considerable judgment is required to develop these estimates. The fair values of the Company’s financial instruments are not materially different from their carrying values.

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. 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.

The Company’s other financial instrument, being cash, is measured at fair value using Level 1 inputs.

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its cash held in bank accounts. The Company has deposited the cash with a high credit quality financial institution as determined by rating agencies. The risk of loss is low.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company's approach to managing liquidity is to ensure that it will have sufficient liquidity to meet liabilities when due. Accrued liabilities are due within the current operating period. The Company does not have sufficient cash balance to settle current liabilities.

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. The Company is not exposed to market risk.

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk, from time to time, on its cash balances. Surplus cash, if any, is placed on call with financial institutions and management actively negotiates favorable market related interest rates.

GK RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2020 (All amounts expressed in Canadian dollars, unless otherwise stated)

Outstanding Share Data

As of the date of this report, the Company had the following securities issued and outstanding:

Type	Amount
Common shares(1)	17,579,830
Options	1,400,000
Warrants	240,000

(1) Authorized: Unlimited common shares without par value.

Accounting Standards and Interpretations

Certain new accounting standards and interpretations have been published and are fully disclosed in Note 2 of the audited financial statements for the ended September 30, 2020. Management is assessing the impact of these new standards on the Company’s accounting policies and financial statement presentation.

Risk and Uncertainties

The Company is exposed to a large multitude of risks and uncertainties, which includes, among other factors, the following:

Exploration and Development

Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits that, though present, are insufficient in quantity and quality to return a profit from production.

The Company’s projects are at an early stage of development. There is no assurance that the Company’s mineral exploration and development activities will result in any discoveries of commercial bodies of minerals, metals or resources of value. The long-term profitability of the Company’s operations will in part be directly related to the costs and success of its exploration and development programs, which may be affected by a number of factors.

The business of exploration for minerals and mining involves a high degree of risk. Whether a mineral deposit can be commercially viable depends upon a number of factors, including the particular attributes of the deposit, including size, grade and proximity to infrastructure; metal and uranium prices, which can be highly variable; and government regulations, including environmental and reclamation obligations. Few properties that are explored are ultimately developed into profitable, producing mines.

Substantial expenditures are required to establish the continuity of mineralized zones through drilling and to develop and maintain the mining and processing facilities and infrastructure at any site chosen for mining. No assurance can be given that funds required for any proposed development of the Company’s properties can be obtained on a timely basis.

The marketability of any minerals acquired or discovered by the Company in the future may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection, the combination of which may result in the Company not receiving an adequate return on investment capital.

There is no assurance that the TSX Venture Exchange or any regulatory authority having jurisdiction will approve the acquisition of any additional properties by the Company, whether by way of option or otherwise.

MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2020 (All amounts expressed in Canadian dollars, unless otherwise stated)

GK RESOURCES LTD.

Financial Capability and Additional Financing

The Company has limited financial resources and has no assurance that additional funding will be available to it for further exploration and development of its projects. There can be no assurance that it will be able to obtain sufficient financing in the future to carry out exploration and development work on its projects. The ability of the Company to arrange additional financing in the future will depend, in part, on the prevailing capital market conditions as well as the business performance of the Company.

Mining Titles

There is no guarantee that the Company’s title to or interests in the Company’s property interests will not be challenged or impugned. The acquisition of title to mineral properties is a very detailed and time-consuming process. Title to the area of mineral properties may be disputed. There is no guarantee of title to any of the Company's properties. The Company's properties may be subject to prior unregistered agreements or transfers and title may be affected by undetected defects. With the exception of certain Crown Granted Mineral Claims and legacy tenures, the Company has not surveyed the boundaries of its properties and consequently the boundaries may be disputed.

There can be no assurance that the Company’s rights will not be challenged by third parties claiming an interest in the properties.

In order to retain mining titles the Company is obligated to perform certain annual work assessment requirements. A failure to perform adequate exploration work on specific mineral tenure claims is, in the absence of cash deposits, expected to result in the loss of such tenure.

Management

The success of the Company is currently largely dependent on the performance of its officers. The loss of the services of these persons could have a materially adverse effect on the Company’s business and prospects. There is no assurance the Company can maintain the services of its officers or other qualified personnel required to operate its business. Failure to do so could have a material adverse effect on the Company and its prospects.

Conflicts of Interest

Certain directors and officers of the Company are, and are expected to continue to be, involved in the mining and mineral exploration industry through their direct and indirect participation in corporations, partnerships, joint ventures and other financial and/or mining interests which are potential competitors of the Company or otherwise adverse in interest. It is understood and accepted by the Company that certain directors and officers of the Company may continue to independently pursue opportunities in the mineral exploration industry. Situations may arise in connection with potential acquisitions, operational aspects, or investments where the other interests of these directors and officers may conflict with the interests of the Company. Directors and officers of the Company with conflicts of interest will be subject to the applicable corporate and securities legislation, regulation, rules and policies and the particulars of any agreements made between the Company and the applicable director or officer.

Dilution

If the Company raises additional funds through the sale of equity securities, shareholders may have their investment diluted. In addition, if warrants and options are issued in the future, the exercise of such options and warrants may result in dilution to the Company’s shareholders. The Company intends to issue further equity in the future.

History of Losses and No Assurance of Profitable Operations

The Company has incurred a loss since inception. There can be no assurance that the Company will be able to operate profitably during future periods. If the Company is unable to operate profitably during future periods, and is not successful in obtaining additional financing, the Company could be forced to cease its exploration and development plans as a result of lacking sufficient cash resources.

The Company has not paid dividends in the past and has no plans to pay dividends for the foreseeable future.

GK RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2020 (All amounts expressed in Canadian dollars, unless otherwise stated)

Uninsurable Risks

In the course of exploration, development and production of mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions may occur. These unexpected or unusual conditions may include rock bursts, cave-ins, fires, flooding and earthquakes. It is not always possible to fully insure against such risks and the Company may decide not to take out insurance against such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate any future profitability and result in increasing costs and a decline in the value of the securities of the Company.

Environmental and Safety Regulations and Risks

Environmental laws and regulations may adversely affect the operations of the Company. These laws and regulations set various standards regulating certain aspects of health and environmental quality. They provide for penalties and other liabilities for the violation of such standards and establish, in certain circumstances, obligations to rehabilitate current and former facilities and locations where operations are or were conducted. Furthermore the permission to operate could be withdrawn temporarily where there is evidence of serious breaches of health and safety, or even permanently in the case of extreme breaches. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous owners of acquired properties or non-compliance with environmental laws or regulations.

Fluctuating Commodity Prices

The Company’s revenues, if any, are expected to be in large part derived from the sale of commodities. The prices of commodities, including prices related to lithium and uranium, have fluctuated widely in recent years and are affected by factors beyond the control of the Company including, but not limited to, economic and political trends, currency exchange fluctuations, economic inflation and expectations for the level of economic inflation in the consuming economies, interest rates, global and local economic health and trends, speculative activities and changes in the supply due to new mine developments, mine closures, and advances in various production and technological uses for commodities being explored for by the Company. All of these factors, and other factors not detailed herein, may impact the viability of Company projects, and include factors which are not possible to predict with certainty.

Competitive Conditions

The mining industry is intensely competitive in all its phases, and the Company competes with other companies that have greater financial resources and technical capabilities. Competition in the mining industry is primarily for mineral properties which can be developed and produced economically; the technical expertise to find, develop, and produce such properties; the labour to operate the properties; and the capital for the purpose of financing development of such properties. Many competitors not only explore for and mine for metals, minerals and uranium, but also conduct refining and marketing operations on a world-wide basis and most of these companies have much greater financial and technical resources than the Company. Such competition may result in the Company being unable to acquire desired properties, recruit or retain qualified employees or acquire the capital necessary to fund its operations and develop its properties. The Company’s inability to compete with other mining companies for these mineral deposits could have a material adverse effect on the Company’s results.

Price Volatility of Publicly Traded Securities

In recent years, North American securities markets have experienced high levels of price and volume volatility, and the market prices of securities of many companies, particularly juniors, have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual fluctuations in price will not occur. Any quoted market for the common shares may be subject to market trends generally, notwithstanding any potential success of the Company in creating revenues, cash flows or earnings. In addition to risks relating to the Company, share equity positions held by the Company are also subject to market volatility and liquidity challenges that may negatively impact their future market or realizable value.

GK RESOURCES LTD. MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2020 (All amounts expressed in Canadian dollars, unless otherwise stated)

Inadequate Infrastructure May Affect the Company’s Operations

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants, which affect capital and operating costs. Unusual or infrequent weather phenomena, sabotage, community, government or other interference in the maintenance or provision of such infrastructure could adversely affect the Company’s operations, financial condition and results of operations.

Contingencies

There are no contingent liabilities.

Forward-Looking Statements

The MD&A, its commentary and the affiliated financial statements contain “forward-looking information” within the meaning of applicable Canadian securities legislation. Such forward-looking statements and information include, but are not limited to, statements regarding prospective production, timing and expenditures to develop the Company’s projects’ resources, grades and recoveries, cash costs per unit, capital and operating expenditures and sustaining capital and the ability to fund development and exploration of the Company’s projects. The Company does not intend to, and does not assume any obligation to update such forward-looking statements or information, other than as required by applicable law.

Forward-looking statements or information involve known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company and its operations to be materially different from those expressed or implied by such statements. Such factors include, among others: ability to finance mine development, fluctuations in the prices of uranium, lithium, base meals and other commodities, fluctuations in the currency markets (particularly the Canadian dollar and U.S. dollar); changes in national and local governments, legislation, taxation, controls, regulations and political or economic developments in Canada; operating or technical difficulties in mineral exploration, development and mining activities; risks and hazards of mineral exploration, development and mining (including environmental hazards, industrial accidents, unusual or unexpected geological conditions, pressures, cave-ins and flooding); inadequate insurance, or inability to obtain insurance; availability of and costs associated with mining inputs and labour; the speculative nature of mineral exploration and development, diminishing quantities or grades of mineral reserves as properties are mined; risks in obtaining necessary licenses and permits, and challenges to the Company’s title to properties.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or information, there may be other factors that cause results to be materially different from those anticipated, described, estimated, assessed or intended. There can be no assurance that any forwardlooking statements or information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forwardlooking statements or information.