Coast Copper Corp. — Management Reports 2021

Apr 16, 2021

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MANAGEMENT DISCUSSION AND ANALYSIS

For the year ended December 31, 2020

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

The following Management’s Discussion and Analysis (“ MD&A ”) of Roughrider Exploration Limited (“ Roughrider ” or the “ Company ”) is for the year ended December 31, 2020 and covers information up to the date of this MD&A.

This MD&A is dated April 15, 2021.

This MD&A should be read in conjunction with the Company’s financial statements and the notes thereto for the year ended September 30, 2020, which have been prepared in accordance with International Financial Reporting Standards (“ IFRS ”) as issued by the International Accounting Standards (“ IAS ”) Board.

This MD&A may contain forward-looking statements that reflect Management’s current expectations with regards to future events. By their nature, these statements involve risk and uncertainties, many of which are beyond the Company’s control. Actual results may differ materially from those expressed in such forward-looking statements. Readers are cautioned not to place undue reliance on these statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Global Pandemic (COVID-19)

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The outbreak of the COVID-19 pandemic may result in impacts to the Company’s on-going exploration plans and activities in 2020. The Company is focused on the health and well-being of its workers and the communities in which it works and has implemented preventative measures accordingly. The Company will continue to respectfully monitor advice and regulations from the World Health Organization, governments and local communities, and adjust measures as appropriate. The Company may face disruption to its operations, supply chain delays, travel and trade restrictions, and impacts on economic activity in affected regions can be expected that are difficult to quantify. Actions of regional bodies to prevent the local spread of COVID-19 may represent a specific delay to the Company’s exploration efforts and regional disease outbreaks could represent a threat to hiring and maintaining skilled workers, and could be a major health-care challenge for its workforce and surrounding communities.

All amounts are stated in Canadian dollars unless otherwise indicated.

Additional information regarding the Company, including copies of the Company’s continuous disclosure materials is available through the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) website at www. sedar .com or on the Company’s website at www.roughriderexploration.com.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

NATURE OF BUSINESS

Roughrider was incorporated on December 7, 2011 under the British Columbia (“ BC ”) Business Corporations Act. The Company is listed on the TSX Venture Exchange as a Tier 2 Mining Issuer under the symbol “REL” and is a reporting issuer in BC, Alberta and Ontario. The principal business of the Company is the exploration and evaluation of mineral properties with a focus on exploring its mineral property portfolio, including the Golden Triangle properties in central BC.

To date the Company has not generated any revenues.

OUTLOOK AND STRATEGY

Roughrider is a growth stage gold exploration company, focused on creating value through a disciplined entrepreneurial approach to exploration in mining districts of western North America that have shown to produce top tier, ‘company-making’ assets, and yet remain under-explored. This strategy is designed to reduce investment risk and substantially increase its chances for long-term success.

Roughrider is led by a management team with a track record of discovery and exploration success. Importantly, the team brings years of experience in BC, where the team has established long-term working relationships with First Nations and Native Corporations, as well as local communities and regional governments.

HIGHLIGHTS AND KEY DEVELOPMENTS (to the date of this report)

• On March 25, 2020 and April 13, 2020, the Company completed two tranches of a non-brokered private placement, issuing 4,925,000 and 2,000,000 common shares of the Company, respectively, at a price of $0.10 per share for total gross proceeds of $692,500;

• On April 13, 2020, the Company entered into an option agreement to acquire a 100% interest in the Gin, Eldorado and Bonanza properties located in the Golden Triangle area of northern BC in consideration for 11,000,000 common shares of the Company (the “ Golden Triangle Acquisition ”);

• In connection with the Golden Triangle Acquisition, the Company appointed Adam Travis as Chief Executive Officer (“ CEO ”) of the Company, replacing Scott Gibson, who is continuing as a member of the Board of Directors (the “ Board ”). In addition, the Company appointed Dr. Fletcher Morgan to the Board;

• On April 13, 2020, the Company filed a National Instrument (“ NI ”) 43-101 technical report on the Eldorado property (the “ Eldorado Technical Report ”) which is available on SEDAR at www.sedar.com;

• On May 1, 2020, the Company appointed Tim Thiessen as Chief Financial Officer (“ CFO ”) and Corporate Secretary of the Company;

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

HIGHLIGHTS AND KEY DEVELOPMENTS (to the date of this report)

• On May 19, 2020, the Company announced that it had staked approximately 6,359 hectares (“ ha ”) of prospective ground on the Scottie West property located in the “Golden Triangle” of BC, approximately 30 kilometres (“ km ”) northwest of Stewart, BC and immediately west of the Scottie Gold Mine property. These newly staked claims cover favourable geology, as mapped by the BC Geological Survey and the Company is excited to continue reviewing and compiling historical exploration work on the Scottie West property while at the same time planning to conduct initial reconnaissance;

• On June 1, 2020, the Company granted 2,000,000 stock options to Directors, Officers and consultants of the Company, with each option exercisable into one common share of the Company at an exercise price of $0.18 per share with an expiry of June 1, 2025;

• On July 31, 2020, the Company completed a non-brokered private placement by issuing 9,000,000 units at a price of $0.20 per unit for gross proceeds of $1,800,000. Each unit consisted of one common share of the Company and one-half of one share purchase warrant, with each whole warrant entitling the holder to acquire an additional common share of the Company at an exercise price of $0.30 per share with an expiry date of July 31, 2022;

• On September 22, 2020, the Company entered into an option agreement to acquire a 100% interest in the Empire Mine property (“ Empire Option Agreement ”) from Mirva Properties Ltd (“ Mirva ”). The Empire Mine property covers approximately 15,000 ha, located in the Rupert District on northern Vancouver Island, BC. In order to earn a 100% interest, the Company must make aggregate cash payments of $1,250,000, issue 3,000,000 common shares of the Company to Mirva and complete work commitments totaling $2,000,000 over a five year period (see Page 6 for more details);

• On October 20, 2020, the Company announced encouraging results from its Phase 1 exploration program on the Empire Mine property, which consisted of 251 soil samples, 81 rock samples, 28 chip samples and 100 rock channel cut samples;

• On November 23, 2020, the Company entered into an option agreement with Goldplay Mining Inc. (“ Goldplay ”), formerly Industria Metals Inc., whereby Goldplay can earn a 70% interest in the Company’s Scottie West property by making aggregate cash payments of $500,000, issuing common shares of Goldplay to Roughrider with a total value of $500,000 and incurring a minimum of $1,000,000 of exploration expenditures on the property over a four year period (see Page 12 for more details);

• On January 13, 2021, the Company announced that it has expanded it 100% owned Eldorado property located immediately adjacent to the east of Newcrest Mining Limited (“ Newcrest ”) and Imperial Metals Corporation’s (“ Imperial ”) joint ventured Red Chris Mine;

• On January 13, 2021, the Company announced that Mr. Jay Sujir resigned from the Board to focus on his legal practice;

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

HIGHLIGHTS AND KEY DEVELOPMENTS (to the date of this report)

• On January 25, 2021, the Company announced encouraging results from its Phase II exploration program on the Empire Mine property, focusing on the Snowline and Southwest areas. The Phase II program, which was conducted in November 2020, consisted of 275 soil samples, 17 moss mat stream samples and 16 rock samples; and

• On February 3, 2021, the Company announced that as a result of a thorough review of historical data, it has generated and prioritized ten principal target zones on the Empire Mine property.

MANAGEMENT AND DIRECTOR APPOINTMENTS

In 2020, the Company appointed a new management team and two directors to the Board as follows:

• Adam Travis as CEO and Director (April 2020) – Mr. Travis holds a B.Sc. Major in Geology earned at UBC in 1990 and has been involved in the exploration sector for more than 30 years. He was a team member with Keewatin Engineering and the Ron Netolitzky group of companies that worked on a number of exploration projects such as Snip, Eskay Creek and Brewery Creek, all of which became mines, and numerous other advanced projects and small mines in Africa, Mexico and Alaska. In 2004 Mr. Travis joined the Hunter Dickinson Group of companies initially in target evaluation and acquisition with Amarc Resources where he honed his large project management skills. Later he assisted with the field management of Northern Dynasty’s Pebble Project and Continental Mineral’s Xietongmen Project in Tibet. Throughout the later years, Mr. Travis started his private company Cazador Resources Ltd. (“ Cazador ”) which focused primarily on the acquisition of exploration projects in BC and subsequent optioning to junior exploration companies. He is widely recognized in the industry for his enthusiasm, project management and experience on advanced projects, target evaluation and acquisition and deal negotiating skills. Mr. Travis served as President and CEO of QuestEx Gold & Copper Ltd. (“ QuestEx ”) (formerly Colorado Resources Ltd.) from 2010 to 2018, and a Director from 2010 – 2019.

• Fletcher Morgan as Director (April 2020) – Dr. Morgan is a qualified management consultant and registered broker. He has over 10 years of experience in junior companies as a director, EVP and advisor. Dr. Morgan is currently a partner of Elemental Capital Partners LLP (“ Elemental ”), the CEO and a Director of TDG Gold Corp. and is on the Board of Directors of QuestEx.

• Tim Thiessen as CFO and Corporate Secretary (May 2020) – Mr. Thiessen, a member of the Chartered Professional Accountants of Canada (Chartered Accountant), has more than 20 years of international accounting and finance experience, with the last 16 years in the mining industry. His experience has included holding the position of CFO for a number of publicly-listed mineral companies over the last 10 years including Aurcana Corporation, SnipGold Corp. (acquired by Seabridge Gold in 2016), Metallic Minerals Corp., Group Ten Metals Inc., Granite Creek Copper Ltd., Foran Mining Corporation and QuestEx. Prior to this, Mr. Thiessen spent 7 years as VP of Finance for Endeavour Financial Ltd., a highly successful advisory firm in the mining industry that specialized in mergers and acquisitions and debt and equity financings, being a part of a team that spawned industry-leading companies such as Wheaton Precious Metals Corp., UrAsia Energy Ltd., Peak Gold Ltd. and Coastal Energy Corp.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

MANAGEMENT AND DIRECTOR APPOINTMENTS (continued)

• Dan Berkshire as Director (December 2020) – Pursuant to the Empire Option Agreement, Mirva exercised its right to designate one individual to the Company’s Board. At the Company’s annual general meeting on December 10, 2020, Mr. Dan Berkshire was appointed to the Board. Mr. Berkshire has worked in the mineral exploration industry in BC for over 40 years acting in many capacities including President and CEO of Iron River Resources Ltd. Mr. Berkshire also served as a past Director of the Association for Mineral Exploration and spent nearly a decade as an independent director with the Mining Association of British Columbia. In recent years, he has served as a senior partner with Trent River Coal whose assets were subsequently sold to Compliance Energy Corporation. Mr. Berkshire became Director of Exploration and Project Development with Compliance Energy overseeing the acquisition and exploration of four base and precious metal projects on northern Vancouver Island. Mr . Berkshire has been providing drafting, logistical and exploration support services to professional registered geologists and engineers since 1986 and his current focus has been working with Mirva on northern Vancouver Island.

CHANGE IN ACCOUNTING POLICY

During the year ended December 31, 2020, the Company amended its accounting policy with respect to other equity reserves. The Company amended its accounting policy to reclassify amounts from other equity reserves with respect to cancelled or expired options and warrants, to deficit. Previously, if granted options or warrants vested and then subsequently expired or were forfeited, no reversal of other equity reserves was recognized.

The amounts have been retrospectively restated with $105,251 reallocated for options and warrants that expired or were cancelled prior to December 31, 2018, and $392,055 for options and warrants that expired or were cancelled during the year ended December 31, 2019. As the amounts are an adjustment within shareholders’ equity (deficiency), the restating had no effect on the financial position, operating results or cash flows previously reported.

As at December 31, 2018 Other equity reserves, December 31, 2018 Deficit As at December 31, 2019 Other equity reserves Deficit	As previously reported Adjustments As restated
	$ $ $ 518,306 (105,251) 413,055 (5,680,009) 105,251 (5,574,758) 518,306 (497,306) 21,000 (5,975,153) 497,306 (5,477,847)

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

MINERAL PROPERTY ACQUISITIONS IN THE YEAR ENDED DECEMBER 31, 2020

EMPIRE MINE PROPERTY (BRITISH COLUMBIA)

As noted in ‘ Highlights and Key Developments’ , on September 22, 2020, the Company entered into the Empire Option Agreement from Mirva. The Empire Mine property consists of 23 mineral claims (the “ Greater Empire Claims ”) and 57 fee simple crown grants (the “ Quatsino Crown Grants ”) covering approximately 15,000 ha, located in the Rupert District on northern Vancouver Island, BC, approximately 28 km southwest of Port McNeill, BC.

In order to earn a 100% interest in the Greater Empire Claims, the Company must make aggregate cash payments of $750,000 issue 3,000,000 common shares of the Company to Mirva and complete work commitments totaling $2,000,000 over a four year period, as follows:

$2,000,000 over a four year period,	as follows:
			Work
	Cash payment	Share issuance	commitment
	$		$
Upon regulatory approval	50,000 (paid)	200,000 (issued)	N/A
By first anniversary	100,000	400,000	200,000
By second anniversary	150,000	600,000	400,000
By third anniversary	200,000	800,000	600,000
By fourth anniversary	250,000	1,000,000	800,000

In order to earn a 100% interest in the Quatsino Crown Grants, the Company must pay Mirva the equivalent of $500,000 with either a cash payment or the issuance of common shares of the Company, at the Company’s election, on or before the fifth anniversary date of the Empire Option Agreement.

The Empire Mine property covers 22 known mineral occurrences, including three past-producing open pit (Merry Widow, Kingfisher Pit 1 and 2) and two past-producing underground mines (Benson Lake and Merry Widow/Kingfisher underground) for magnetite, copper, gold and silver.

The Empire Mine property has a historical measured and indicated resource over the Merry Widow open pit of 960,000 tonnes at 2.03 g/t gold, 5.64 g/t silver, 0.34% copper, 0.013% cobalt and 16.1% iron using a 0.50 g/t gold cut-off, which was completed by Gary Giroux on November 30, 2008 (NI 43-101 Technical Report: Giroux, G.H., & Raven, W. (November 30, 2008) and a “Technical Report on the Copper Gold Resources for the Merry Widow Property” filed on SEDAR January 22, 2009). The resource was noted as open to depth and no further work on the resource has been completed since 2008.

Historical information provided in this MD&A regarding the Company's project cannot be relied upon as a Qualified Person as defined under NI 43-101 has not prepared nor verified the historical information. A Qualified Person has not done sufficient work to classify the historical estimate as a current mineral resource and Roughrider is not treating this historical estimate as current mineral resources.

Mirva will retain a 2% net smelter return (“ NSR ”) royalty on the Empire Mine property, of which 1% may be purchased for $1,000,000 at any time up to 120 days after commencement of commercial production. The Empire Option Agreement has been structured such that this NSR royalty plus all other NSR royalties which may currently exist and be payable on the Empire Mine property will not exceed in aggregate 2.5% before buy-downs.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

MINERAL PROPERTY ACQUISITIONS IN YEAR ENDED DECEMBER 31, 2020 (continued)

EMPIRE MINE PROPERTY (BRITISH COLUMBIA) (continued)

Subsequent to December 31, 2020, the Company staked the Knob Hill NW property located on northern Vancouver Island. This property is located approximately 60 km northwest of the Empire Mine property. This property is comprised of two mineral claims totaling approximately 3,985 ha and is located at the western end of a 50 km trend that originates at the past producing Island Copper Mine and passes through NorthIsle Copper & Gold Inc.’s project and onto Roughrider’s. The area is highly prospective with numerous exploration programs being completed by various companies.

Figure 1. The Company’s Empire Mine and Knob Hill properties near Port McNeill on northern Vancouver Island, BC, Canada.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

MINERAL PROPERTY ACQUISITIONS IN THE YEAR ENDED DECEMBER 31, 2020 (continued)

ELDORADO, GIN AND BONANZA PROPERTIES (BRITISH COLUMBIA)

As noted in ‘ Highlights and Key Developments’, in April 2020, the Company purchased a 100% interest in the Eldorado, Gin and Bonanza properties from Cazador, Elemental and Rene Bernard in consideration for 11,000,000 common shares of the Company, valued at $660,000. The properties are located adjacent to Newcrest Mining Ltd. and Imperial Metals Corp.’s Red Chris mine in the Golden Triangle area of northwest BC.

As a result of COVID-19, and the proximity of the Eldorado, Gin and Bonanza properties to local communities, the Company has elected to postpone previously planned exploration work and is actively monitoring the situation.

a) Eldorado Property

The Eldorado property is comprised of nine contiguous mineral claims totaling approximately 3,588 ha that are located within the Liard Mining Division in northwestern BC approximately 23km southeast of the village of Iskut and immediately east of the Red Chris property.

There has been sporadic exploration work conducted on the Eldorado property since 1976. Most recently, QuestEx completed various exploration work from 2012 to 2014.

In 2012, a geochemical program and IP survey determined that a previously identified anomaly is underlain at depth by a stronger and more continuous chargeability anomaly measuring 500 metres (“m”) by 2,000m.

In 2013, a geophysical program and 5-hole diamond drill program were completed. Three of the drill holes successfully reached bedrock and encountered significant intervals of low-grade gold and copper mineralization, including 91.6m of 0.12% copper and 0.28 gram per tonne (“ g/t ”) gold from top of bedrock (52.4m depth) to 144m depth in hole EL13-004.

In 2014, a 4.5 line-km, infill magnetometer geophysical survey and a 4-hole (891.6m) diamond drill program were completed. Results of this program included drill-hole EL14-008, which intersected 196.5m of 0.19 g/t gold, 0.06% copper and 0.005% molybdenum over the entire length of the drill-hole from bedrock onward. The quoted mineralized intervals for EL13-004 and EL14-008 are drill indicated lengths as true thickness are unknown.

On April 13, 2020, the Company filed the Eldorado Technical Report. Jim Oliver, Ph.D., P.Geo. authored the Eldorado Technical Report and is a Qualified Person (“ QP ”) within the context of Canadian Securities Administrators’ National Instrument 43-101; Standards of Disclosure for Mineral Projects (“ NI 43-101 ”), and is independent of the Company.

Certain interpretations and conclusions from the Eldorado Technical Report are highlighted below:

• the historic drill programs on the Eldorado property suggest portions of the claims are underlain by several intrusive phases including crowded plagioclase phyric monzonites, by black matrix monzodiorite containing well developed intrusive breccias, biotite phyric monzonites and fine grained aplitic or felsic dykes;

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

MINERAL PROPERTY ACQUISITIONS IN THE YEAR ENDED DECEMBER 31, 2020 (continued)

ELDORADO, GIN AND BONANZA PROPERTIES (BRITISH COLUMBIA) (continued)

a) Eldorado Property (continued)

• These intrusions are typically several 10’s of metres in apparent thickness and are cutting up to a 400m thick sequences of dark green propylitically altered, pyroxene bearing mafic flows. Most intrusive phases contain alteration assemblages which would be characteristic of porphyry copper-gold mineralized systems;

• The broad widths of gold-copper mineralization, although low grade, are considered to be important signatures of a potential blind porphyry system;

• Although encouraging, the historic drill results obtained at Eldorado are, at current metal prices, subeconomic. The historic data does however strongly suggest that the Eldorado claims have the potential to support a significant gold-copper mineralizing system; and

• The review of all historical work on the Eldorado claims indicates that additional exploration on these claims for porphyry related gold-copper mineralization is warranted.

Roughrider is encouraged by the findings in the Eldorado Technical Report and will further assess the interpretations, conclusions and recommendations therein contained in order to plan for the potential for future exploration work.

Certain claims on the Eldorado property are subject to a 2% NSR royalty, of which Cazador owns 50%.

b) Gin Property

The Gin property is comprised of four mineral claims totaling approximately 3,060 ha that border the western side of the Red Chris property and is adjacent to both QuestEx’s North ROK property (southern side) and GT Gold Corp.’s Tatogga copper-gold property (southern side).

Modest exploration programs have occurred on the Gin property from 2006 to 2019 including soil, rock and silt sampling, prospecting and IP and magnetic geophysical surveys. The historical work has identified weak but anomalous copper-gold-molybdenum values in soil coincident with a weak chargeability anomaly that shows evidence of increasing in strength at depth. The results suggest potential for copper-gold mineralization at depths greater than 250m.

c) Bonanza Property

The Bonanza property is comprised of two non-contiguous mineral claims totaling approximately 69 ha which are located within the Red Chris camp approximately 5km and 10km north of the operating Red Chris mine.

See Figure 2 on Page 11 for a map of the Company’s Eldorado, Gin and Bonanza properties.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

MINERAL PROPERTY ACQUISITIONS IN THE YEAR ENDED DECEMBER 31, 2020 (continued)

ELDORADO, GIN AND BONANZA PROPERTIES (BRITISH COLUMBIA) (continued)

Figure 2. The Company’s Eldorado, Gin and Bonanza properties in the Golden Triangle area of BC, Canada.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

MINERAL PROPERTY ACQUISITIONS IN THE YEAR ENDED DECEMBER 31, 2020 (continued)

SCOTTIE WEST PROPERTY (BRITISH COLUMBIA)

On May 19, 2020, the Company announced that it had staked approximately 6,359 ha of prospective ground on the Scottie West property located in the “Golden Triangle” of BC, approximately 30km northwest of Stewart, BC and immediately west of the Scottie Gold Mine property. These newly staked claims cover favourable geology, as mapped by the BC Geological Survey, including Jurassic Hazelton volcanic rocks, Jurassic Texas Creek Intrusions and Eocene aged intrusions that are also host to numerous mineral occurrences and past producing mines throughout the Stewart Camp, including Ascot Resources’ Premier Mine[1] and Scottie Resources Scottie Gold Mine[1] .

Historical work in the immediate area of Roughrider’s new Scottie West property focused principally on the past producing Scottie Gold gold-silver mine[1] to the east and on the Granduc base metals mine[1] to the west. Very little historical work appears to have been undertaken on Roughrider’s property primarily as a result of extensive glacial cover which has been rapidly retreating since the majority of the historical work was completed in the region during the late 1980’s.

Roughrider plans to continue compilation of available historical airborne magnetic survey data and is considering completing airborne geophysical coverage and conducting initial prospecting and geological work across the current property this summer.

As noted in ‘ Highlights and Key Developments’, on November 23, 2020, the Company entered into an option agreement with Goldplay, whereby Goldplay can earn a 70% interest in the Company’s Scottie West property by making aggregate cash payments of $500,000, issuing common shares of Goldplay to Roughrider with a total value of $500,000 and incurring a minimum of $1,000,000 of exploration expenditures on the property over a four year period. Upon Goldplay’s successful completion of the earn-in, the Company and Goldplay will form a joint venture on the Scottie West property. The Company will retain a 2% NSR royalty of which 1% of the NSR royalty can be purchased by Goldplay for $2,000,000 at any time after a production decision has been made.

Subsequent to December 31, 2020, the Company staked two additional claims adjacent to the current Scottie West property. These new claims will form part of the Scottie West property (which now totals approximately 8,394 ha) and is optioned to GoldPlay;

See Figure 3 on Page 13 for a map of the Company’s Scottie West property.

• 1 This MD&A contains information about adjacent properties on which Roughrider has no right to explore or mine. Readers are cautioned that mineral deposits on adjacent properties are not indicative of mineral deposits on Roughrider’s properties.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

Figure 3. The Company’s Scottie West property in the Golden Triangle area of BC, Canada.

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OTHER MINERAL PROPERTIES

STERLING PROPERTY (BRITISH COLUMBIA)

The Company owns a 100% interest in non-contiguous claims totaling approximately 844 ha comprising the Sterling property, located approximately eight km north of Houston, BC.

The Sterling property was staked in 2017 to encompass intrusive rocks of the Late Cretaceous Bulkley and the Eocene Goosly Plutonic Suites. On the Sterling Property, multiple stocks of the Topley, Bulkley and Goosly Plutonic Suites intrude Lower Jurassic Hazelton Group (Telkwa Formation) calc-alkaline volcanic rocks and Upper Jurassic Bowser Lake Group sedimentary rocks.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

OTHER MINERAL PROPERTIES (continued)

STERLING PROPERTY (BRITISH COLUMBIA) (continued)

The ground that makes up the Sterling Property was selected based on geological factors that management considers make it prospective for intrusive associated, breccia vein-hosted precious metal deposits, including:

• The historic Joe B polymetallic Ag-Cu-Pb-Zn vein occurrence on the Sterling 2 claim (MinFile 093L 206). The Joe B is described in the 1928 BC Ministry of Mines Annual Report as a north-northwest striking, 22.9 centimetre vein that assayed trace gold, 548.56 g/t silver and 0.7% copper.

• Historic high-grade silver-base metal veins on the Sterling 1 claim, including the Christina, Gwenda, Paola and Monica vein showings (Adriatic Resources Corp.; 1984 Assessment Report 13364).

	Sample No.		Ag (g/t)*	Au (g/t)*	Cu (%)	Zn (%)
	GWENDA VEIN
	802	Grab	840.7	0.75	1.01	0.25
	804	Grab	6.9	2.88	n/a	n/a
	CHRISTINA VEIN
	702	Select Grab	1165.0	1.58	0.87	1.91
	703	Grab	157.0	0.17	0.15	1.31
	807	Select Grab	287.3	0.14	0.17	0.93
	808	Grab	155.6	0.24	0.11	3.45
	PAOLA VEIN
	755	Chip/1.2 m	89.5	n/a	0.54	n/a

A small work program was undertaken on both properties in December 11 to 16, 2017. A two-person crew from SJ Geophysics undertook a GPS-controlled magnetic and Very Low Frequency Electromagnetic (VLF-EM) survey on each of the properties. At the Sterling property, an east-west oriented, 16-line km survey was completed over the Joe B occurrence, located on the Sterling 2 claim.

Although small surveys from which extrapolation of the results is limited, the results do outline anomaly trends that warrant follow up. At the Joe B grid area, a strong magnetic anomaly (possible dyke) trends northwest through the reported location of the Joe B occurrence that is roughly coincident with a similar oriented VLF-EM conductor. Additional north-south trending conductors also warrant follow up.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

STERLING PROPERTY (BRITISH COLUMBIA) (continued)

Figure 4. The Company’s Sterling property near Houston, BC, Canada.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

OTHER MINERAL PROPERTIES (continued)

GENESIS PROPERTY (SASKATCHEWAN) (continued)

At present, the Company has no plans in place to advance the Sterling property. Accordingly, the Company wrote off acquisition costs of $6,189 during the year ended December 31, 2019.

GENESIS PROPERTY (SASKATCHEWAN)

Roughrider owns a 50% interest in the Genesis property, which is located northeast of Saskatchewan’s Athabasca Basin, within the prospective northeast trending Wollaston-Mudjatk Transition Zone (“ WMTZ ”), near the Manitoba border. A definitive joint venture agreement has not yet been finalized at the date of this MD&A.

The Company, in conjunction with ValOre Metals Corp., have reduced the Genesis holding to focus on the key Johnston uranium showing and Charcol No. 6 rare earth metals occurrence. The Genesis property currently comprises 6 claims, all in Saskatchewan, totaling 397 ha.

In September and October 2017, the Company engaged Geotech Ltd. (“ Geotech ”) to perform an airborne Z-Axis Tipper Electromagnetic (“ ZTEM[TM] )” and Magnetometer geophysical systems survey of the Johnston target areas at the Genesis property. Final reports were received in January 2018.

The Geotech ZTEM[TM] survey was flown in a northeast to southwest (N 50° E azimuth) direction with traverse line spacing of 200 and 250m.

Well defined, generally northeast trending conductors are evident in the survey area. Resistivity zones are very sharp, especially in the Johnston area. Significant disruptions are also noted along the trace of some of the conductors with North trending cross structures also suggested at Johnston.

A detailed compilation and analysis of the 3D inversion of the ZTEM[TM] data, in combination with all previous survey data (DIGEM, FALCON Gravity, magnetics and radiometrics) is required to fully prioritize the drill targets on the property.

At December 31, 2020, the Genesis property had a carrying value of $Nil.

2020 WORK PROGRAM

Empire Mine Property

The Company completed two small exploration programs on the Empire Mine property in 2020. On October 20, 2020, the Company announced encouraging results from the program which consisted of 251 soil samples, 81 rock samples, 28 chip samples and 100 rock channel cut samples that were taken at 1.0 m intervals. Work was focused on a 500 m by 2,000 m (1,000 ha) area with an emphasis on testing exploration potential outside of the 2008 Empire Resource. For additional information, see the Company’s news release dated October 20, 2020.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

2020 WORK PROGRAM

Empire Mine Property (continued)

On January 25, 2021, the Company announced the results from its late 2020 field program, initial results from its extensive historical data review and staked an additional claim over an area where historical assay results have showed statistically anomalous copper values (>100 ppm copper) over a 500 m strike length. Roughrider’s surface exploration work was focused over the Snowline and Southwest Areas and returned anomalous levels of copper (>100 ppm copper) and gold stream sediment samples up to 229 ppb gold from an area with a new discovery of a copper-gold-magnetite skarn style mineralization in the Snowline Area as well as stream samples returning values up to 712 ppb gold over the Southwest Area. For additional information, see the Company’s news release dated January 25, 2021.

On February 3, 2021, the Company announced that historical review work has identified considerable exploration potential along the 1 km Merry Widow Trend with at least 10 mineral showings having coincident airborne magnetic highs and anomalous copper values in soils on trend with the historical 2008 Resources; and a 1 km trend south of the Historical Merry Widow Pit with 5 mineral showings, copper in soil anomalies. In addition, a newly recognized and never publicly reported IP survey indicates an untested 300 m x 400 m chargeability anomaly. The Company has outlined 10 principal target zones which require follow up in 2021. For additional information, see the Company’s news release dated February 3, 2021.

Per the Company's news release of December 8, 2020, an initial budget of $1 million has already been approved from the existing treasury to advance exploration as soon as permits are received and is expected to include up to 5,000 m of drilling.

2021 OTHER STAKING

In February and March 2021, the Company completed the following staking activities:

• Staked the Home Brew property located in south central B.C. This property is comprised of one mineral claim totaling 500 ha and is adjacent to Gold Mountain Mining Corp.’s Elk Gold Mine property which is being revitalized as a conventional open pit mine with a 10 year mine life and annual production of 50,000 ounces per year and a 5.33 g/t life-of-mine (source is Gold Mountain Mining Corp’s website); and

• Staked the Sandy property located in southeastern B.C., approximately 2 km southwest of the town of Nelson.

QUALIFIED PERSON

Mr. Dave Tupper, P.Geo., VP of Exploration for the Company and a Qualified Person (QP) within the context of Canadian Securities Administrators’ National Instrument 43-101; Standards of Disclosure for Mineral Projects (NI 43-101), has reviewed and approved the technical information in this MD&A.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

OVERALL PERFORMANCE

FINANCIAL CONDITION

The net assets of the Company increased from net liabilities of $247,329 at December 31, 2019 to net assets of $2,136,162 at December 31, 2020, an increase of $2,383,491.

The most significant assets at December 31, 2020 were cash of $1,463,598 (December 31, 2019: $159,010) and exploration and evaluation assets of $763,986 (December 31, 2019: $Nil).

The increase of $763,986 in exploration and evaluation assets was a result of the following:

• As noted on Pages 7 - 10, the Company completed the Golden Triangle Acquisition during the year ended December 31, 2020 by issuing 11,000,000 common shares to the vendors. The shares were valued at $660,000, and capitalized to exploration and evaluation assets, with $396,000 allocated to the Eldorado property, $198,000 to the Gin property and $66,000 to the Bonanza property;

• Pursuant to the Empire Option Agreement, the Company made a cash payment of $50,000 and issued 200,000 common shares at a value of $38,000 to Mirva; and

• The Company capitalized staking costs of $13,748 on its Empire Mine property and $2,238 on its Eldorado property during the year ended December 31, 2020.

The Company’s liabilities at December 31, 2020 consisted exclusively of accounts payable and accrued liabilities of $166,307 (December 31, 2019: $411,360), including $50,182 due to related parties (see Page 22).

RESULTS OF OPERATIONS

Year ended December 31, 2020

The Company recorded a net loss of $925,920 for the year ended December 31, 2020 (2019: $295,144). The most significant expenses were exploration expenditures of $308,629 (2019: $17,564), share-based payments expense of $249,718 (2019: $Nil) and consulting fees of $222,872 (2019: $Nil).

The majority of the exploration expenditures of $308,629 consisted of $186,328 spent on the Empire Mine property and $101,567 spent on the Scottie West property. The majority of the Empire Mine property expenditures were geological consulting fees of $119,795 and analysis charges of $25,304. The majority of Scottie West expenditures were geophysics costs of $84,693 and geological consulting fees of $10,183.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

OVERALL PERFORMANCE (continued)

RESULTS OF OPERATIONS (continued)

Year ended December 31, 2020 (continued)

The Company applies the fair value method of accounting for all awards of stock options by using the BlackScholes Option Pricing Model. Variations in share-based payments expense is based on a number of factors including, but not limited to, the size and occurrence of grants during a particular period, the Company’s share price at the time of an option grant and the timing of recording share-based payments expense based on vesting schedules. The Company granted 2,000,000 stock options during the year ended December 31, 2020 at an exercise price of $0.18 per share and a fair value of $249,718.

The majority of consulting fees of $222,872 consisted of $84,000 earned by the CEO, $59,000 earned by the CFO, $46,275 earned by the Office Manager, $16,100 earned by Beneath the Surface Capital and $15,000 earned by Elemental (see Page 22).

CASH FLOWS

Year ended December 31, 2020

Cash increased by $1,304,588 during the year ended December 31, 2020, from $159,010 at December 31, 2019 to $1,463,598 at December 31, 2020. The increase was a result of cash of $2,361,693 provided by financing activities, partially offset by cash of $1,004,991 used in operating activities and cash of $52,114 used in investing activities.

The cash of $2,361,693 provided by financing activities consisted of a warrant exercise for proceeds of $360 and net proceeds of $2,361,333 from the following two private placements:

• On July 31, 2020, the Company issued 9,000,000 units at $0.20 per unit for gross proceeds of $1,800,000. Each unit consisted of one common share of the Company and one-half of one share purchase warrant, with each whole warrant entitling the holder to acquire an additional common share of the Company at an exercise price of $0.30 per share with an expiry date of July 31, 2022. The cash portion of share issue costs totaled $102,533, including $90,300 paid as finders’ fees;

• On March 25, 2020, and April 13, 2020, the Company completed two tranches of a non-brokered private placement, issuing a total of 6,925,000 common shares at a price of $0.10 per share for gross proceeds of $692,500. The cash portion of share issue costs totaled $28,634 including $10,860 paid as finders’ fees. Each warrant was exercisable into one common share of the Company at a price of $0.10 per share with an expiry of March 25, 2022.

The cash of $1,004,991 used in operating activities consisted of the net loss of $925,920 and a net change in noncash working capital of $289,917, partially offset by items not involving cash of $210,846.

The cash of $52,114 used in investing activities consisted of a cash option payment of $50,000 pursuant to the Empire Option Agreement and staking costs of $27,114 on the Empire Mine, Eldorado and Scottie West properties. These were partially offset by cash of $25,000 received pursuant to the Scottie West farm-out agreement.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

SELECTED ANNUAL INFORMATION

SELECTED ANNUAL INFORMATION
Mineral property recovery and interest income Recovery on write-off of accounts payable Consulting revenue Flow-through share premium recovery Expenses Write-off of exploration and evaluation assets Net loss for the year Basic and diluted loss per share Total assets Total long-term financial liabilities Cash dividends declared	2020 2019 2018
	$ $ $ 39,541 - - - 37,829 - - - 100,000 - - 32,982 (965,461) (326,784) (489,727) - (6,189) (1,378,338)
	(925,920) (295,144) (1,735,083)
	(0.03) (0.02) (0.16)
	2,302,469 164,031 205,040
	- - -
	- - -

SUMMARY OF QUARTERLY RESULTS

Net loss for the period Basic and diluted loss per share Net loss for the period Basic and diluted loss per share	Q4, 2020 Q3, 2020 Q2, 2020 Q1, 2020
	$ $ $ $ (168,607) (311,877) (357,022) (88,414)
	(0.00) (0.01) (0.01) (0.01)
	Q4, 2019 Q3, 2019 Q2, 2019 Q1, 2019
	$ $ $ $ (125,641) (45,812) (60,067) (63,624)
	(0.01) (0.00) (0.00) (0.00)

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

SUMMARY OF QUARTERLY RESULTS (continued)

The Company’s operating results for the last eight quarters ranged from a net loss of $45,812 in Q3, 2019 to a net loss of $357,022 in Q2, 2020.

The most significant expenses contributing to the net loss of $168,607 in Q4, 2020 were exploration expenditures of $118,978, consulting fees of $55,875 and professional fees of $14,606.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company has in place a planning and budgeting process to determine the funds required to support the Company’s operating requirements as well as its planned capital expenditures. The Company manages its financial resources to ensure that there is sufficient working capital to fund near term planned exploration work and operating expenditures. The Company has considerable discretion to reduce or increase plans or budgets depending on current or projected liquidity. When appropriate, the Company will seek joint venture partners in order to fund or share the funding of its exploration properties to minimize shareholder risk.

The Company does not currently own or have an interest in any producing mineral properties and does not derive any revenues from operations. Operational activities have primarily been funded through private placements. At December 31, 2020, the Company had working capital of $1,372,176 (December 31, 2019: working capital deficiency of $247,329).

While the Company has been successful in securing financing to date, there can be no assurances that it will be able to do so in the future. A material uncertainty exists that may cast significant doubt about the Company’s ability to continue as a going concern. The Company has no bank debt or banking credit facilities in place.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

RELATED PARTY TRANSACTIONS

A related party transaction is a transaction between the Company and a related party of the Company at the time the transaction is agreed to as a consequence of which the issuer directly or indirectly enters into specified transactions, including, but not limited to, a purchase or sale of assets, borrowing or lending money, and forgiving debts or liabilities.

Key management compensation

Key management personnel at the Company are the Directors and Officers of the Company. Key management personnel, or their related parties, may hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities. These transactions are in the normal course of operations and are measured at their exchange amount, which is the amount agreed upon by the transacting parties.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

RELATED PARTY TRANSACTIONS (continued)

In addition to key management personnel, the Company transacted with the following related parties during years ended December 31, 2020 and/or 2019:

• Cazador, a private company controlled by the Company’s CEO, Adam Travis (see Page 5);

• Elemental, a private partnership controlled by the Chair of the Board, Fletcher Morgan (see Page 5);

• Farris LLP, a law firm for which Jay Sujir, one of the Company’s directors is a partner;

• Beneath the Surface Capital, a private company controlled by Scott Gibson, a director and former CEO of the Company; and

• TSquared Accounting Inc. (“ TSquared ”), a private company controlled by the Company’s CFO, Tim Thiessen.

a) Related Party Transactions

The Company’s related party transactions for the years ended December 31 were as follows:

Consulting fees 1 Geological fees 2 Legal fees 3 Office and administration 4 Salaries 4 Share-based payments expense 5 Share issue costs 3 Equipment rentals 6	2020 2019
	$ $ 223,000 - 33,070 - 78,589 28,669 3,000 52,900 12,100 155,000 209,139 - 11,468 - 4,958 -
	575,324 236,569

• 1 Consulting fees consisted of fees of $84,000 earned by the CEO through Cazador, fees of $49,000 earned by the CFO through TSquared, fees of $16,100 earned by Beneath the Surface Capital, $42,900 earned by the Company’s Office Manager through Cazador, $21,000 earned by Elemental and $10,000 earned by the former CFO, Jasmine Lau through Red Fern Consulting Ltd.

• 2 Geological fees consisted of fees consisted of $31,250 earned by the CEO through Cazador and $1,820 earned by the Company’s VP Exploration Mr. Dave Tupper, which were included in exploration expenditures.

• 3 Legal fees and share issue costs consisted of amounts charged by Farris LLP. The legal fees were included in professional fees on the statement of loss and comprehensive loss and the share issue costs were netted against share capital.

• 4 Office and administration costs and salaries consisted of amounts charged by Beneath the Surface Capital.

• 5 Share-based payments expense is a non-cash item that consists of the fair value of stock options that have been granted to key management personnel.

• 6 Equipment rentals consisted of vehicle and other field equipment rented to the Company by Cazador.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

RELATED PARTY TRANSACTIONS (continued)

b) Related Party Balances

The related party payable balances, which are included in accounts payable and accrued liabilities, consisted of the following:

Current liabilities Due to Cazador Due to Beneath the Surface Due to Dave Tupper, VP of Exploration Due to Farris LLP Due to TSquared Due to Scott Gibson, former CEO	2020 2019
	$ $ 27,853 - - 65,231 1,911 5,250 6,768 44,980 13,650 - - 126,396
	50,182 241,857

FOURTH QUARTER

The Company recorded a loss of $168,607 during the quarter ended December 31, 2020. The net loss was comprised of expenses of $208,147, partially offset by a mineral property recovery of $38,872 and interest income of $669. The most significant expenses were exploration expenditures of $118,978, consulting fees of $55,875 and professional fees of $14,606.

PROPOSED TRANSACTIONS

As of the date of this report, there were no proposed transactions.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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:

i) Critical accounting estimates

Critical accounting estimates are estimates and assumptions made by Management that may result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year and include, but are not limited to, the following:

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

CRITICAL ACCOUNTING POLICIES AND ESTIMATES (continued)

i) Critical accounting estimates (continued)

Share-based payments

The fair value of share-based payments is subject to the limitations of the Black-Scholes option pricing model that incorporates market data and involves uncertainty in estimates used by Management in the assumptions. Because the Black-Scholes option pricing model requires the input of highly subjective assumptions, including the volatility of share prices, changes in subjective input assumptions can materially affect the fair value estimate.

Flow-through share private placements

As an incentive to complete private placements, the Company may issue common shares, which by agreement are designated as flow-through (“FT”) shares. The shares are usually issued at a premium to the trading price of the Company’s shares because the Company renounces the resulting expenditures and income tax benefits to the FT shareholders. On issue, share capital is increased only by the non-FT share equivalent value and sharebased payments reserve is increased by the fair value of warrants, if any. Any premium is recorded as a FT share premium liability. The estimate is subject to the limitations of the highly subjective assumptions in the BlackScholes option pricing model.

Marketable securities

The fair value of financial instruments that are not traded in an active market is estimated on the basis of the price established in recent transactions involving similar instruments or, in the absence thereof, determined using valuation techniques. The Company uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period.

ii) Critical accounting judgments

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements include, but are not limited to, the following:

Recovery of deferred tax assets

The Company estimates the expected manner and timing of the realization or settlement of the carrying value of its assets and liabilities and applies the tax rates that are enacted or substantively enacted on the estimated dates of realization or settlement.

The going concern assumption

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 is not limited to, 12 months from the end of the reporting period. The Company is aware that material uncertainties related to events or conditions may cast significant doubt upon the Company’s ability to continue as a going concern.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

CRITICAL ACCOUNTING POLICIES AND ESTIMATES (continued)

ii) Critical accounting estimates (continued)

Impairment

The assessment of any impairment of plant and equipment and exploration and evaluation assets is dependent upon estimates of recoverable amounts that take into account factors such as reserves, economic and market conditions and the useful lives of assets. Judgment is required in assessing the appropriate level of cash generating units to be tested for such impairment.

A detailed summary of all of the Company’s significant accounting policies is included in Note 3 to the financial statements for the year ended December 31, 2020.

FINANCIAL INSTRUMENTS

The Company’s financial instruments are exposed to certain financial risks which are discussed in detail in Note 9 of the Company’s consolidated financial statements for the year ended December 31, 2020.

OTHER MD&A REQUIREMENTS

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

Exploration, general and administration expenses for the years ended December 31 were as follows:

Consulting Exploration expenditures Investor relations Office and administration Professional fees Property evaluation Salaries and personnel costs Share-based payments expense Transfer agent, regulatory and filing fees Travel and accommodation	2020 2019
	$ $ 222,872 - 308,629 17,564 17,003 973 11,704 14,113 115,720 51,633 874 - 16,219 229,853 249,718 - 21,845 12,648 877 -
	965,461 326,784

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

DISCLOSURE OF OUTSTANDING SHARE DATA

The Company is authorized to issue an unlimited number of common shares without par value.

As at the date of this report, there were 40,935,151 common shares issued and outstanding, 2,200,000 stock options and 5,002,250 warrants outstanding.

RISKS AND UNCERTAINTIES

Macroeconomic Risk

Impairments and write-downs of major mining projects have led to a significant reduction in “risk appetite” with respect to funding investment into exploration companies. As a result, the ability for exploration companies to access capital through private placements has been significantly diminished. The long-term result of lower risk appetite is that projects take longer to develop or may not be developed at all.

Political Policy Risk

Despite the recent moderation in the gold price, the previously record-high gold prices encouraged numerous governments around the world to look at ways to secure additional benefits from the mining industry across all commodity types, an approach recognized as “Resource Nationalism.” Mechanisms used or proposed by governments have included increases to royalty rates, corporate tax rates, implementation of “windfall” or “super taxes,” and carried or free-carried interests to the benefit of the state. Extreme cases in Venezuela and Argentina have resulted in the nationalization of active mining interests. Such changes are viewed negatively in the investment community and can lead to share price erosion, and difficulty in accessing capital to advance projects.

Exploration Risk

All of the properties in which the Company has an interest are in the exploration stage and are currently without reserves. Development of these mineral properties will only follow upon obtaining satisfactory exploration results, receipt of positive engineering studies, access to adequate funding, community support and all necessary permits, licenses and approvals. Mineral exploration and development involves a high degree of risk and few properties which are explored are ultimately developed into producing mines. Substantial expenditures are required to establish reserves through drilling and to develop the mining and processing facilities and the infrastructure at any site chosen for mining. The Company has not completed a feasibility study on any of its properties and there is no assurance that these mineral exploration and development activities will result in any discoveries of commercial mineral deposits. The long-term profitability of the Company’s operations will be in part directly related to the cost and success of its exploration programs, which may be affected by a number of factors beyond the Company’s control.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

RISKS AND UNCERTAINTIES (continued)

Financial Capability and Additional Financing

The Company has limited financial resources, has no source of operating income and has no assurance that additional funding will be available to it. It is anticipated that further exploration and development of the projects will be financed in whole or in part by the issuance of additional securities by the Company. Although the Company has been successful in the recent past in financing its initial activities through the issuance of equity securities, there can be no assurance that it will be able to obtain sufficient financing in the future to execute its business plan, particularly with ongoing uncertainty in the global financial markets, and the prevailing investment climate of risk aversion particularly in the resource sector.

The Company has not commenced commercial mining operations and has no assets other than cash and cash equivalents, modest receivables and a small amount of prepaid expenses. The Company has no history of regular earnings and is not expected to generate earnings or pay dividends until the company’s exploration project is sold or taken into production.

Commodity Prices

The mineral industry is influenced by the price of metals. The prices of gold, uranium and other commodities have fluctuated widely in recent years and are affected by factors beyond the control of the Company including, but not limited to, international 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 of commodities due to significant (often sovereign or national) purchases and divestitures, new mine developments, mine closures as well as advances in various production and use technologies of commodities. All of these factors will impact the viability of the Company’s exploration projects in ways that are impossible to predict with certainty.

Environment

The Company’s activities involve the application for licenses and permits from government authorities and such activities are governed by various laws and regulations that cover the protection of the environment, land use, exploration, development, co-ordination of operations and infrastructure with third parties engaged in other activities on the lands, taxes, labour standards, occupational health, waste disposal, safety and other matters. Environmental legislation in Canada provides restrictions and prohibitions on spills and various substances produced in association with certain exploration activities which would result in environmental pollution. A breach of such legislation may result in imposition of fines and penalties. In addition, certain types of activities require the submission and approval of environmental impact statements. Environmental legislation is evolving in a direction of higher standards and enforcement, and higher fines and penalties for non-compliance. Environmental assessments of proposed projects carry a heightened degree of responsibility and liability exposure for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of future operations. There is no assurance that future environmental regulations will not adversely affect the Company or its future operations.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

RISKS AND UNCERTAINTIES (continued)

Human Health and the Global Pandemic (COVID-19)

The Company seeks to provide its employees with a safe and healthy workplace. The impact of highly contagious diseases, including the impact of a real or threatened pandemic, can be substantial both to individuals, and organizations. In the event of a disease outbreak, the Company may have to curtail or suspend operations for a period of time. Reduced operations could have varying impact on the Company, depending on the timing and duration of the incident and on other ancillary factors.

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The outbreak of the COVID-19 pandemic may result in impacts to the Company’s on-going exploration plans and activities in 2020. The Company is focused on the health and well-being of its workers and the communities in which it works and has implemented preventative measures accordingly.

The Company will continue to respectfully monitor advice and regulations from the World Health Organization, governments and local communities, and adjust measures as appropriate. The Company may face disruption to its operations, supply chain delays, travel and trade restrictions, and impacts on economic activity in affected regions can be expected that are difficult to quantify. Actions of regional bodies to prevent the local spread of COVID-19 may represent a specific delay to the Company’s exploration efforts and regional disease outbreaks could represent a threat to hiring and maintaining skilled workers, and could be a major health-care challenge for its workforce and surrounding communities.

Financial Instrument Risk

As a result of its use of financial instruments, the Company is subject to credit risk, interest rate risk, currency risk, liquidity risk and other price risks. These risks are considered to be small. These risks are discussed comprehensively in the financial statements for the year ended December 31, 2020.

Liquidity of Common Shares

There can be no assurance that an active and liquid market for the Company's common shares will develop or continue to exist, and an investor may find it difficult to resell its common shares. In addition, trading in the common shares of the Company may be halted at other times for other reasons, including for failure by the Company to submit documents to the Exchange in the time periods required.

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MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEAR ENDED DECEMBER 31, 2020

DIRECTORS & OFFICERS

As of the date of this MD&A, the Company’s directors and officers were as follows:

Adam Travis – CEO and Director Fletcher Morgan – Chair of the Board Dale Wallster – Director Dan Berkshire – Director Scott Gibson – Director Tim Thiessen – CFO and Corporate Secretary Dave Tupper – VP Exploration

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