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CMP Mining Inc. Management Reports 2023

May 2, 2023

47833_rns_2023-05-01_96d9b522-c593-4241-96e4-ff62a5ce6b1d.pdf

Management Reports

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MANAGEMENT’S DISCUSSION AND ANALYSIS CMP Mining Inc. For the nine months ended February 28, 2023 and 2022

As of May 1, 2023

This management discussion and analysis (“MD&A”) of CMP Mining Inc. (the “Company” or “CMP”) provides a review of activities, results of operations and financial condition of the Company for nine months ended February 28, 2023 and 2022 and is provided by management using information available as of May 1, 2023. We have prepared this MD&A with reference to National Instrument (“NI”) 51-102 Continuous Disclosure Obligations of the Canadian Securities Administrators.

The MD&A should be read in conjunction with the Company’s MD&A and audited financial statements as at May 31, 2022 and 2021 and for the years then ended with the related notes thereto (the “Financial Statements”). The Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The MD&A should also be read in conjunction with the Company’s unaudited condensed interim financial statements as at February 28, 2023 and 2022 and for the nine months then ended. All monetary amounts, unless otherwise indicated, are expressed in Canadian dollars. The reader will note several references cited in the text, the details of which are provided at the end of the document.

FORWARD-LOOKING STATEMENTS

Except for statements of historical fact, this MD&A contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar terms, or statements that certain events or conditions "might", "may", "could" or "will" occur. In particular, forwardlooking information in this MD&A includes, but is not limited to, statements with respect to future events and is subject to certain risks, uncertainties and assumptions. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information. Forward-looking information in this MD&A includes, but is not limited to, statements relating to future exploration, and our ability to raise additional capital.

Forward-looking information is based on the opinions and estimates of management at the date the forwardlooking information is made, and is subject to a variety of risks, uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause results to differ materially from those expressed in the forward-looking information include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions, including fluctuations in commodity prices; governmental regulation of the mining industry, including environmental regulation; geological, technical and drilling problems; unanticipated operating events; competition for and/or inability to retain qualified personnel, competition for drilling rigs and other services; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for commodities; liabilities inherent in mining operations; changes in tax laws and incentive programs relating to the mining industry; and the other factors described herein under Risk Factors . Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information, to conform such information to actual results or to changes in our expectations, except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

BUSINESS OVERVIEW

CMP Mining Inc., formerly known as Vanadium 23 Capital Corporation, was incorporated on January 30, 2018 as 1151139 BC Ltd. pursuant to the Business Corporations Act of British Columbia and changed its name to Vanadium 23 Capital Corporation on February 2, 2018 and to CMP Mining Inc. on December 17, 2021. The Company’s principal business is the identification and evaluation of mineral resource properties with a view to acquisition or participation therein. Where an acquisition or participation is warranted, additional funding may be required. The ability of the Company to fund its potential future operations and commitments is dependent upon the ability of the Company to obtain additional financing.

Currently, the Company’s sole mineral property is an early-stage exploration prospect known as the Coquigold Property located in the Nicola Mining Division of British Columbia. See Exploration Project below.

The head office and principal address of the Company is located at Suite 2820 – 200 Granville Street, Vancouver, British Columbia, V6C 1S4. The registered and records office of the Company is located at Suite 1604 – 1166 Alberni Street, Vancouver, British Columbia, V6E 3Z3. The Company’s common shares are for listed for trading on the Canadian Securities Exchange (“CSE”) under the symbol “CMP”.

EXPLORATION PROJECT

On December 22, 2021, and amended October 17, 2022 and December 19, 2022, the Company entered into an option agreement (the “Option Agreement”) with Cariboo Rose Resources Ltd. (“Cariboo”) whereby the Company will (a) make option payments to Cariboo totaling (i) $250,000 cash; (ii) 200,000 common shares of CMP (“Common Shares”); and (iii) an additional $250,000 in cash or, at the election of CMP, Common Shares; and (b) incur $2,000,000 in exploration expenditures, all over a period of four years, to earn a 70% interest in and to 15 mineral tenures totaling 2,659.9 hectares (“ha”) located in the province of British Columbia, as set forth below (the Coquigold Property):

Tenure # Issue Date Good to Area (ha)
1063677 2018/Oct/08
2025/Oct/31
83.1
1063817 2018/Oct/17
2025/Oct/31
103.8
1064925 2018/Dec/05
2025/Oct 31
83.2
1064926 2018/Dec/05
2025/Jan/02
41.6
1064955 2018/Dec/06
2025/Jan/02
41.6
1065682 2019/Jan/10
2025/Jan/02
104.0
1065734 2019/Jan/13
2025/Jan/02
311.8
1067562 2019/Mar/30
2025/Oct/31
124.6
1067563 2019/Mar/30
2025/Oct/31
249.2
1067564 2019/Mar/30
2025/Jan/02
145.5
1067565 2019/Mar/30
2025/Jan/02
83.2
1068484 2019/May/10
2025/Jan/02
124.8
1083725 2021/Aug/17
2025/Jan/02
436.3
1083726 2021/Aug/17
2025/Jan/02
41.6
1092326 2022/Oct/17
2025/Oct/31
685.6
TOTAL 2,659.9

During the year ended May 31, 2022, the Company made a $20,000 payment and issued 100,000 Common Shares at $0.05 per share to Cariboo according to the Option Agreement. In addition, it incurred $2,700 for staking claims for the year ended May 31, 2022. The Company also incurred $53,277 (2021 - $nil) in exploration and evaluation expenses during the year in respect of the Coquigold Property, including geochemical soil sampling, road building and drill pad construction. During the nine months ended February 28, 2023, the Company incurred an additional $230,933 (2021 - $7,613) in exploration and evaluation expenses on the Coquigold Property.

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On December 19, 2022, the Option Agreement was amended to the following option payment schedule including the right of the Company to make the $30,000 payment due December 22, 2023 in either cash or Common Shares at the election of the Company:

Common Cash or Common
Exploration
Due Date Cash Shares Shares(3) Expenditures
$ # $ $
December 24, 2021 20,000(1) 100,000(2) - -
December 22, 2023 - 100,000 30,000(3) 300,000
December 22, 2024 40,000 - 30,000(3) 500,000
December 22, 2025 50,000 - 70,000(3) 500,000
December 22, 2026 110,000 - 150,000(3) 700,000
Total 220,000 200,000 280,000(3) 2,000,000

(1) The Company completed the payment prior to November 30, 2022.

(2) The Company issued the common shares prior to November 30, 2022.

(3) Payable in cash or equivalent market value of common shares, at the election of the Company.

As at February 28, 2023 the Company incurred $230,933 in exploration-related expenditures on the Coquigold Property, including $198,806 towards the recommended work program in the Coquigold Report, $20,000 towards reclamation costs and $12,128 in miscellaneous fieldwork and exploration expenses.

In December, 2022, the Company completed an airborne magnetic, radiometric, very low frequency electromagnetic (VLF-EM) survey over the Coquigold Property and drilled three reconnaissance core holes in the “D Zone” target zone as part of the recommended work program over the Coquigold Property. The results of such work are pending.

Qualified Person

Rick Trotman, P.Geo., Exploration Manager, a Qualified Person, as defined by NI 43-101 Standards of Disclosure for Mineral Projects , prepared and approved the scientific and technical information contained in this MD&A.

RESULTS OF OPERATIONS AND SELECTED QUARTERLY FINANCIAL DATA

For the Nine Months Ended February 28, 2023

During the nine months ended February 28, 2023, the Company had a net loss of $285,221 (2022 - $124,721) from operations. This is mainly due to the following changes:

  • Audit fees and tax compliance expenses increased from $14,675 in the nine months ended February 28, 2022 to $24,250 in the nine months ended February 28, 2023 due to the Company having additional reporting and audit requirement due to its public listing requirements.

  • Exploration and evaluation expenses increased by $223,320 from $7,613 in the comparable period due to the Company commencing operations at the exploration site in the winter of 2022.

  • Legal fees increased by $57,266 in the nine months ended February 28, 2023 (2022 - $10,743) due to work related to the filing of a prospectus and listing on the CSE.

  • Office and general administrative expenses increased by $18,006 in the nine months ended February 28, 2023 (2022 - $10,905) due to an increase in bookkeeping, administration and accounting work required during the preparation and filing of the prospectus for the Company.

  • During the nine months ended February 28, 2023, the Company had regulatory and transfer agent fees of $27,895 compared to $280 in the comparable period. The increase was due to filing fees associated with the prospectus and listing application.

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  • Last year, during the nine months ended February 28, 2022, an impairment of $80,969 was recorded on the investment in FreePoint Technologies Inc. (“FreePoint”). There was no comparable activity in the current period.

  • During the nine months ended February 28, 2023, the Company recorded a recovery on flowthrough premium of $98,299 compared to $78 in the comparable period. This was due to the Company incurring exploration and evaluation expenditures in the period.

For the Three Months Ended February 28, 2023

During the three months ended February 28, 2023, the Company had a net loss of $219,426 (2022 - $34,210) from operations. This is mainly due to the following changes:

  • Audit fees and tax compliance expenses increased from $4,825 in the three months ended February 28, 2022 to $12,750 in the three months ended February 28, 2023 due to the Company having additional reporting and audit requirements from the public listing process completed during the three months ended February 28, 2023.

  • Exploration and evaluation expenses increased by $205,544 from $7,613 in the comparable period due to the Company commencing operations at the exploration site in the winter of 2022.

  • Legal fees increased to $31,485 in the three months ended February 28, 2023 (2022 - $10,743) due to additional work related to the filing of a prospectus and listing on the CSE.

  • Office and general administrative expenses increased to $17,919 in the three months ended February 28, 2023 (2022 - $10,905) due to an increase in bookkeeping, administration and accounting work required during the preparation and filing of the prospectus for the Company, which was completed in January 2023.

  • During the three months ended February 28, 2023, the Company had regulatory and transfer agent fees of $23,117 compared to $280 in the comparable period. The increase was due to filing fees associated with the prospectus and listing application.

  • During the three months ended February 28, 2023, the Company recorded a recovery on flowthrough premium of $81,473 compared to $78 in the comparable period. This was due to the Company incurring exploration and evaluation expenditures in the period.

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SELECTED ANNUAL INFORMATION

The following table sets forth selected financial information for the years ended May 31, 2022 (“Fiscal 2022”), May 31, 2021 (“Fiscal 2021”) and May 31, 2020 (“Fiscal 2020”). The selected financial information set out below has been derived from the annual Financial Statements and accompanying notes, in each case prepared in accordance with IFRS. The selected financial information set out below may not be indicative of the Company’s future performance. The following discussion should be read in conjunction with the Financial Statements.

Fiscal 2022 Fiscal 2021 Fiscal 2020
(audited) (audited) (unaudited)
$ $ $
Total revenue - - -
Net loss for the year (182,429) (12,692) (53,849)
Loss per share, basic and fully diluted (0.02) (0.00) (0.01)
Total assets 615,586 126,659 134,194
Total non-current financial liabilities - - -
Cash dividends declaredper common share - - -

As the Company has no revenues, all operating results are driven by the expenses. In Fiscal 2022, the operating expenses increased significantly due to $53,277 in exploration expenses on the Coquigold Property, which has no comparable activity in Fiscal 2021 or Fiscal 2020. Also, during Fiscal 2022, the Company had an impairment of $80,969 related to the loan due from FreePoint, which was converted into units, and subsequently written off.

SUMMARY OF QUARTERLY RESULTS

The following table summarizes the Company’s results for the preceding available fiscal quarters:

Quarter Ended Total Revenues
$
Net Loss
$
Basic and Diluted Loss
per Common Share
$
February 28, 2023 - 219,426 0.01
November 30, 2022 - 31,711 0.00
August 31,2022 - 33,877 0.00
May 31, 2022 - 57,707 0.00
February 28, 2022 - 34,210 0.00
November 30, 2021 - 6,625 0.00
August 31,2021 - 83,886 0.02

In the coming months, the Company expects to focus efforts on reviewing the results from the work last December and planning for the next exploration program. As such, we expect exploration expenses to be higher in the second half of this year than the first half.

During the quarter ended August 31, 2021, the Company had an impairment of $80,969 related to the loan due from FreePoint, which was converted into units.

During the three months ended February 28, 2022, the Company had an increase in net loss of $27,585 to $34,210 compared to a net loss of $6,625 in the preceding three months ended November 30, 2021. Such increase in net loss is mainly attributable to corporate related legal expenses of $10,742, geological consultants’ fees of $7,379 incurred in connection with the preparation of a technical report on the Coquigold Property and an increase in office expenses.

During the three months ended May 31, 2022, the Company had an increase in net loss of $23,497 to $57,707 compared to a net loss of $34,210 for the three months ended February 28, 2022 mainly due to an increase in exploration expenses of $45,663 for geological consultants, travel and sampling in

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connection with the Coquigold Property. This increase was offset somewhat by a decrease in legal and accounting expenses.

During the three months ended August 31, 2022, the net loss decreased by $23,830 from the three months ended May 31, 2022. This is mainly due to a decrease in exploration and evaluation expenses of $31,296, as the Company completed its geochemical sampling program in the prior quarter. This decrease was offset by an increase in legal expenses, as work on the prospectus increased.

During the three months ended November 30, 2022, the net loss decreased by $2,166 from the three months ended August 31, 2022. This is mainly due to a decrease in the exploration and evaluation expenses, as the Company prepared for increased expenditures in December 2022. The decrease in exploration and evaluation expenses was offset by an increase in office and general administrative expenses.

During the three months ended February 28, 2023, the Company had an increase in net loss of $187,715 from the three months ended November 30, 2022. This is mainly due to an increase in the exploration and evaluation expenses of $209,748, as the Company commencing operations at the exploration site in December 2022, as well as $18,339 increased spending related to regulatory and listing fees.

OUTSTANDING SHARE DATA

The Company’s authorized share structure consists of an unlimited number of Common Shares without par value. As of the date of this MD&A, the Company has:

  • 14,788,000 (February 28, 2023 - 14,788,000) common shares issued and outstanding.

  • No stock options, warrants or other securities convertible into Common Shares were issued or outstanding.

LIQUIDITY AND CAPITAL RESOURCES

At February 28, 2023, the Company had cash of $229,051 and a working capital surplus of $80,855. The Company has not generated any revenue from operations and to date has relied entirely upon the sale of Common Shares to carry on its business. Whether and when the Company can obtain profitability and positive cash flows from operations is uncertain. The Company intends to finance its future requirements through equity capital. There is no assurance that the Company will be able to obtain such financings or obtain them on favourable terms. These uncertainties cast doubt on the Company’s ability to continue as a going concern.

The Company’s ability to continue its operations is dependent on its success in raising equity through share issuances and/or other financing arrangements. While the Company’s management has been successful in raising equity in the past, there can be no guarantee that it will be able to raise sufficient funds to fund its activities and general and administrative costs in the next twelve months and in the future.

Capital Expenditure Commitments

The Company needs to incur assessment work on the Coquigold Property prior to the expiry dates of the mineral tenures comprising the Coquigold Property (commencing in January 2025) in order to keep such tenures in good standing. See Exploration Project above for details of the “good to” dates of the mineral tenures comprising the Coquigold Property. In addition, the Company must make an additional option payment of $30,000 (in cash or Common Shares, at the Company’s election), issue an additional 100,000 Common Shares and incur an aggregate $300,000 in exploration expenditures on the Coquigold Property, of which approximately $71,053 has been incurred as of February 28, 2023, on or before December 22, 2023, to maintain the Option Agreement in good standing to earn a 70% undivided interest in the Coquigold Property.

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The Company plans to utilize a portion of its current cash on hand to incur sufficient exploration expenditures on the Coquigold Property prior to December 22, 2023 to maintain the Option Agreement in good standing.

However, if the results from such exploration work warrant further exploration the Company will not have sufficient funds to carry out further exploration of the Coquigold Property. There are no assurances that additional capital to fund further exploration and, if warranted, development work on the Coquigold Property will be available to the Company on commercially reasonable terms or at all.

Save as aforesaid, the Company does not have commitments for capital expenditures, there are no known trends or expected fluctuations in the Company’s capital resources and the Company has no sources of financing that have been arranged but not yet used.

RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Key management personnel include those persons having authority and responsibility for planning, and include those persons having authority and responsibility for planning, directing and controlling the activities of the Company as a whole. The Company has determined that key management personnel consist of executive and non-executive members of the Company’s Board of Directors and corporate officers.

As at February 28, 2023, the Company has included in accounts payable and accrued liabilities $53,878 (May 31, 2022 - $20,561) to Fehr & Associates, which employs the Company’s chief financial officer, for accounting services. This amount is unsecured, non-interest-bearing and due on demand.

During the nine months ended February 28, 2023, the Company incurred $27,238 (2021 - $nil) in fees to Fehr & Associates for accounting services, which were recorded as office and general administrative expenses.

FINANCIAL INSTRUMENTS

The Company’s financial instruments consist of cash, accounts payable and accrued liabilities.

IFRS 13 Fair Value Measurement establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. IFRS 13 prioritizes the inputs into three levels that may be used to measure fair value:

  • Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical unrestricted assets or liabilities.

  • Level 2 – Inputs that are observable, either directly or indirectly, but do not qualify as Level 1 inputs (i.e., quoted prices for similar assets or liabilities).

  • Level 3 – Prices or valuation techniques that are not based on observable market data and require inputs that are both significant to the fair value measurement and unobservable.

The Company has classified its cash, accounts payable and accrued liabilities at amortized cost.

OFF BALANCE SHEET ARRANGEMENTS

The Company has not entered into any off-balance sheet arrangements.

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PROPOSED TRANSACTIONS

There are no asset or business acquisitions or dispositions currently being proposed by the directors or senior management of the Company that will have a material effect on the financial condition, results of operations or cash flows of the Company.

SIGNIFICANT ACCOUNTING ESTIMATES, JUDGMENTS AND NEW POLICIES

In applying the Company’s accounting policies, management makes a number of judgments, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. Actual results may differ from the judgments, estimates and assumptions made by management and will seldom equal the estimated results. Please refer to the Financial Statements for the years ended May 31, 2022 and 2021 for a full list of policies.

Critical Accounting Estimates

Significant accounting estimates that management has made in the process of applying accounting policies and that have the most significant effect on the amounts recognized in the condensed interim financial statements include, but are not limited to, the following:

Recoverability of the carrying value of the Company’s exploration and evaluation assets

Recorded costs of exploration and evaluation assets are not intended to reflect present or future values of these properties. The recorded costs are subject to measurement uncertainty and it is reasonably possible, based on existing knowledge, that a change in future conditions could require a material change in the recognized amount.

Critical Judgments in Applying Accounting Policies

Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments. Critical accounting judgments include, but are not limited to, the following:

Going concern

The assessment of whether the going concern assumption is appropriate requires management to take into account all available information about the future, which is at least, but not limited to, twelve months from the end of the reporting period. The Company is aware that material uncertainties exist related to events or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern.

RISK FACTORS

The Company is in the mineral exploration and development business and is exposed to a number of operational, financial, regulatory, and other risks and uncertainties that are typical in the natural resource industry and common to other companies in the exploration and development stage. These risks may not be the only risks faced by the Company. Additional risks and uncertainties not presently known by the Company or which are presently considered immaterial could adversely impact the Company’s business, results of operations and financial performance in future periods.

Limited Operating History

The Company has not yet commenced operations, and therefore, has no history of earnings or of a return on investment, and there is no assurance that our asset will generate earnings, operate profitably or provide a return on investment in the future. The likelihood of success of the Company must also be considered in light of the expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. The Company’s proposed business strategies incorporate management’s

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best analysis of potential markets, opportunities and difficulties that it may face. No assurance can be given that the underlying assumptions will be achieved.

Disclosure Controls and Internal Control Financial Reporting

Disclosure controls and procedures are designed to provide reasonable assurance that material information is gathered and reported to senior management, including the chief executive officer and chief financial officer, as appropriate to permit timely decisions regarding public disclosure.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Canadian Securities Administrators do not require any certification on the effectiveness of these controls at this time.

Government Laws, Regulations and Permitting

Mining and exploration activities of the Company are subject to applicable laws and regulations governing prospecting, development, production, taxes, labour standards, occupational health, mine safety, waste disposal, toxic substances, the environment and other matters. The operations of the Company will require licenses and permits from various governmental authorities to carry out exploration and development at its project. There can be no assurance that the Company will be able to obtain the necessary licenses and permits on acceptable terms, in a timely manner or at all. Any failure to comply with permits and applicable laws and regulations, even if inadvertent, could result in the interruption or closure of operations, or material fines, penalties or other liabilities.

Additional Financings

The Company expects to be substantially dependent upon the equity capital markets to pursue additional investments. There can be no assurance that such financing will be available to the Company on acceptable terms or at all.

Additional equity financings may significantly dilute shareholders. If the Company is not able to obtain such financing, it may not be able to expand its portfolio of assets and may not be able to execute on its business strategy.

There is no assurance that the Company will be successful in raising sufficient funds to meet its obligations or to complete proposed exploration programs or acquisitions. If the Company does not raise the necessary capital to meet its obligations under current contractual obligations, the Company may have to forfeit its interest in properties or prospects earned or assumed under such contracts.

Key Management and Competition

The success of the Company will be largely dependent upon the performance of its key officers, consultants and, as applicable, employees. Locating mineral deposits depends on a number of factors, not the least of which is the technical skill of the exploration personnel involved. Failure to retain key individuals or to attract or retain additional key individuals with necessary skills could have a materially adverse impact upon the Company’s success.

While consulting and/or employment agreements are customarily used as a primary method of retaining the services of key consultants or employees, these agreements cannot assure the continued services of such individuals. Any loss of the services of such individuals could have a material adverse effect on the Company's business, operating results or financial condition.

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Commodity Prices

Mineral prices fluctuate widely and are affected by numerous factors beyond the control of the Company. The prices of mineral commodities have fluctuated widely in recent years. Current and future price declines could cause commercial production, if any, to be impracticable.

Conflicts of Interest

The Company’s directors and officers may serve as directors or officers of other companies or have significant shareholdings in other resource companies and, to the extent that such other companies may participate in ventures in which the Company may participate, the directors of the Company may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. In the event that such a conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with the laws of British Columbia, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company. In determining whether the Company will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the degree of risk to which the Company may be exposed and its financial position at that time.

The Company will be Reliant on Third Party Reporting

The Company relies, and will rely, on public disclosure and other information regarding the properties in which it has an interest that it receives from the owners, operators and independent experts of such operations. Such information is necessarily imprecise, as it depends upon the judgment of the individuals who operate the properties, as well as those who review and assess the geological and engineering information. In addition, the Company must rely on the accuracy and timeliness of the public disclosure and other information it receives from the owners and operators of the properties, and uses such information in its analyses, forecasts and assessments relating to its own business and to prepare its disclosure. If the information provided by such third parties to the Company contains material inaccuracies or omissions, the Company’s disclosure may be inaccurate and its ability to accurately forecast or achieve its stated objectives may be materially impaired, which may have a material adverse effect on the Company.

Future Changes in Accounting Policies

The following standard has been issued but is not yet effective:

International Accounting Standard (“IAS”) 1 Presentation of Financial Statements

IAS 1 has been amended to clarify classification of liabilities as current or non-current. The amendments are effective for the years beginning on or after January 1, 2023. The amendment is expected to have no impact for the Company.

Additional Information

For further detail, see the Company’s audited Financial Statements as at May 31, 2022 and 2021 and for the years then ended, and the condensed interim financial statements as at February 28, 2023 and 2022 and for the nine months then ended. Additional information about the Company can also be found on SEDAR at www.sedar.com.

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