Copper Road Resources — Interim / Quarterly Report 2020

May 22, 2020

CR CAPITAL CORP.

INTERIM MANAGEMENT’S DISCUSSION AND ANALYSIS - QUARTERLY HIGHLIGHTS FOR THE THREE MONTHS ENDED MARCH 31, 2020

CR Capital Corp. Interim Management’s Discussion & Analysis – Quarterly Highlights For the Three Months Ended March 31, 2020 Discussion dated: May 21, 2020

Introduction

The following Interim Management’s Discussion and Analysis (“Interim MD&A”) of CR Capital Corp. (the “Company”) for the three months ended March 31, 2020 has been prepared to provide material updates to the business operations, liquidity and capital resources of the Company since its last annual management discussion & analysis, being the Management Discussion & Analysis (“Annual MD&A”) for the fiscal year ended December 31, 2019. This Interim MD&A does not provide a general update to the Annual MD&A, or reflect any non-material events since the date of the Annual MD&A.

This Interim MD&A has been prepared in compliance with section 2.2.1 of Form 51-102F1, in accordance with National Instrument 51-102 – Continuous Disclosure Obligations. This discussion should be read in conjunction with the Company’s Annual MD&A, audited annual financial statements for the years ended December 31, 2019, and December 31, 2018, together with the notes thereto, and unaudited condensed interim financial statements for the three months ended March 31, 2020, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The Company’s unaudited condensed interim financial statements and the financial information contained in this Interim MD&A are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and interpretations of the IFRS Interpretations Committee. The unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, information contained herein is presented as of May 21, 2020, unless otherwise indicated.

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

Additional information about the Company is available free of charge on the System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com.

Cautionary Note Regarding Forward-Looking Information

This Interim MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forwardlooking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this Interim MD&A speak only as of the date of this Interim MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this Interim MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.

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CR Capital Corp. Interim Management’s Discussion & Analysis – Quarterly Highlights For the Three Months Ended March 31, 2020 Discussion dated: May 21, 2020

Forward-looking information	Assumptions	Risk factors
The Company will be able to continue its business activities and exploration of its property interests as currently planned.	The Company has anticipated all material costs and risks, and such costs and activities will be consistent with the Company’s current expectations; the Company will be able to obtain equity funding when required.	Unforeseen costs to the Company will arise; ongoing uncertainties relating to the COVID-19 pandemic; any particular operating cost increase or decrease from the date of the estimation; and capital markets not being favourable for funding resulting in the Company not being able to obtain financing when required or on acceptable terms.
The Company will be able to carry out anticipated business plans and exploration activities.	The operating activities of the Company for the twelve months ending March 31, 2021 will be consistent with the Company’s current expectations.	Sufficient funds not being available; increases in costs; ongoing uncertainties relating to the COVID- 19 pandemic; the Company may be unable to retain key personnel.
The Company has been investigating several reverse takeover opportunities (“RTO”) with the intention of completing a transaction in 2020.	The Company will be able to find a suitable target company with a valuation that is accretive to Company shareholders.	Changes in equity markets and ongoing uncertainties relating to the COVID-19 pandemic could make for difficulties in finding a suitable candidate.

Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company’s ability to predict or control. Please also make reference to those risk factors referenced in the “Risk Factors” section below. Readers are cautioned that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this Interim MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forwardlooking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

Description of Business

The Company was incorporated on December 13, 2002, and is a reporting issuer in British Columbia, Alberta and Ontario. The Company’s fiscal year end is December 31. The Company is engaged in the acquisition, exploration and evaluation of properties for the mining of precious and base metals. The Company’s common shares are listed on the TSX Venture Exchange (“TSXV”) under the trading symbol "CIT".

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CR Capital Corp. Interim Management’s Discussion & Analysis – Quarterly Highlights For the Three Months Ended March 31, 2020 Discussion dated: May 21, 2020

Operational Highlights

Corporate

On January 13, 2020, the Company announced that its Exploration Plan applications, which had been elevated by the Ontario Ministry of Energy, Northern Development and Mines to Exploration Permit application status, have now been granted such that the Company can proceed with its planned surface exploration program of trenching and ground and borehole geophysical surveys on the Coppercorp Property. An agreement to conduct basic surface exploration had been signed and activated with the Batchewana First Nation in the spring of 2018.

At March 31, 2020, the Company had a working capital deficit of $21,211, compared to working capital of $2,400 at December 31, 2019. The Company had cash of $38,736 at March 31, 2020, compared to $31,389 at December 31, 2019. The increase in working capital deficit was attributable to the Company’s operating expenses. The increase in cash was attributable to proceeds from the sale of shares of Yorbeau Resources Inc. (“Yorbeau”), which was offset by the cost of operating activities.

Coppercorp Property

On March 16, 2018, the Company announced that a 43-101 Technical Report was filed under the Company's SEDAR profile at www.sedar.com on the 100% owned claims acquired from Superior Copper Corporation on March 5, 2018, and is situated in Ryan, Kincaid, Palmer, and Nicolet townships in the Province of Ontario.

The claim holdings, named the Coppercorp Property, consist of 875 unpatented mining cell claims totaling approximately 17,856 hectares, and is situated on the eastern edge of the Midcontinental Rift (the “Rift”) with most of the Rift lying beneath Lake Superior. Numerous past-producing and present deposits have been discovered and mined around Lake Superior associated with the Rift, including the prolific native copper deposits of the Keweenawan Peninsula, Michigan from which over six million tonnes of copper were recovered between 1845 - 1972. The Property straddles the NNW trending unconformity between the Proterozoic Keweenawan Group rocks to the west and the Batchawana Greenstone Belt of the Archean Superior Province to the east. Multiple Keweenawan felsic intrusions and breccia bodies hosting copper, silver and gold mineralization intrude the Archean Metavolcanic rocks throughout the Coppercorp Property and in the vicinity of the unconformity.

Research of previous exploration on the Coppercorp Property, supported by recent evaluation of samples obtained from outcrops on the Coppercorp Property, have found significant cobalt values associated with the copper and precious metal mineralization.

During the 2018 field season, 80 litho-geochemical samples obtained from outcrop, were gathered from the vicinity of known metal showings throughout the property. Completed ground-truth prospecting and sampling focused on three main areas on the property. The first was from the area of the Glenrock and STP Au (+-Cu-Co-Ag) occurrences hosted in Archean metavolcanic rocks spatially associated with Proterozoic felsic dykes and breccia bodies located in the southeastern part of the property. The second was from a three km north-northwest trend along strike with the past-producer Coppercorp Cu (+-Ag-Au) Mine, hosted in Proterozoic mafic volcanic rocks, towards the historic Mamainse Mine situated on the Lake Superior shore. The third was from the Kincaid Cu Breccia area where the recent building of logging roads resulted in the revealing of a newly exposed copper mineralized occurrence.

Highlights of the program were the identification of exciting new gold occurrences west and north of the Glenrock main grid in grab samples which reported values of up to 13.4 g/t Au in an area which remains largely not drill-tested. The results also confirmed that the main grid of the Glenrock Showing remains open along strike to the west based upon grab samples reporting up to 10.6 g/t Au and supported by historic

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CR Capital Corp. Interim Management’s Discussion & Analysis – Quarterly Highlights For the Three Months Ended March 31, 2020 Discussion dated: May 21, 2020

drilling results. The average grade of the 16 grab samples obtained in the Glenrock showing area is 3.24 g/t Au. These results combined with review of historical ground IP survey data has generated exciting new exploration drill targets for testing.

The results confirmed the presence of high-grade Cu-Ag-Au from the surface grab sampling of chalcocite mineral occurrences reporting up to 15.5% Cu, 51.7 g/t Ag, and 0.3 g/t Au along the north-northwest trend from Coppercorp Mine, which remains essentially unexplored since the 1960s when the mine was in operation.

In addition, six composite grab samples obtained from along 40 metres of surface exposures at a new Cu occurrence discovered along the side of a newly build logging road 700 metres north northwest along strike from the Kincaid Breccia reported average 0.47% Cu with assays of up to 1.07% Cu.

Based upon the 2018 work, this will be followed up by line cutting and ground induced polarization surveys and borehole geophysical surveys of selected drill holes completed in 2013 to 2015. In addition, a program is planned for reprocessing and re-modelling of historic geophysical survey results and for the detailed three-dimensional exploration modeling of Coppercorp area mineralized zones, mine historical workings, and previous diamond drilling using geodetic survey coordinates, mine plans and sections, and drill hole data. The results of these programs will be used to define follow up diamond drill targets at the three priority areas.

The Company continues to move the project forward slowly by completing ground exploration and sampling and by reviewing historic exploration data. Management is very excited that the building of new logging roads during the summer of 2018 uncovered new rock exposures on the Coppercorp Property.

Based upon the “Independent Technical Report, Coppercorp Property, Sault Ste Marie, Ontario, Prepared by Trevor Boyd, PhD, P.Geo” dated December 5, 2017 and filed on www.sedar.com on March 5, 2018, the proposed exploration plan and budget outlined below is separated into two phases, phase one to be conducted when capital is sourced to be followed by phase two, if phase one is successful. The plan and budget from the report remains largely unchanged for 2020, except perhaps for the additional work planned for reprocessing and re-modelling of historic geophysical data.

Phase 1 Budget(1)	Cost
3D compilation and modelling of drill holes for Coppercorp and Jogran/Richards area.	$25,000
Line cutting, surface mapping and sampling for Kincaid and Richards areas includingreconnaissanceprospecting.	60,000
Ground IP and magnetics surveys for Kincaid and Richards areas.	150,000
Technical consultingand management.	25,000
Review and re-samplingof historic drill core and trenches at the Glenrockprospect.	16,000
Multi-element andgoldgeochemical analyses of rocks	4,000
Total Phase 1	$280,000

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CR Capital Corp. Interim Management’s Discussion & Analysis – Quarterly Highlights For the Three Months Ended March 31, 2020 Discussion dated: May 21, 2020

Phase 2 Budget(1)	Cost
Borehole IP and Mise a La Masse surveys for selected regional deepholes.	$50,000
Multi-element andgoldgeochemical analyses of rocks and core.	80,000
Diamond drillingofgeneratingtargets	800,000
Total Phase 2	$930,000
Total	$1,210,000

(1) Management estimates that most these costs will not be incurred in fiscal 2020.

Trends and Economic Conditions

Management regularly monitors economic financial market conditions and estimates their impact on the Company’s operations and incorporates these estimates in both short-term operating and longer-term strategic decisions. Beginning in Q2 of 2017 and to the date of this Interim MD&A, equity markets in the junior resource exploration sector have been very difficult. Given this, the Company still believes precious and base metals are a viable investment for the long-term investor.

Due to the worldwide COVID-19 pandemic, material uncertainties may arise that could influence management’s going concern assumption. Management cannot accurately predict the future impact COVID-19 may have on:

• Global gold prices;

• Demand for gold and the ability to explore for gold;

• The severity and the length of potential measures taken by governments to manage the spread of the virus, and their effect on labour availability and supply lines;

• Availability of government supplies, such as water and electricity;

• The ability to complete an RTO;

• Purchasing power of the Canadian dollar; and

• Ability to obtain funding.

At the date of this Interim MD&A, the Canadian federal government and the provincial government of Ontario have not introduced measures that have directly impeded the operational activities of the Company. Although cash in the Company has materially declined, management believes the business will continue and, accordingly, the current situation has not impacted management’s going concern assumption. However, it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.

Apart from these factors and the risk factors noted under the heading "Risk Factors”, management is not aware of any other trends, commitments, events or uncertainties that would have a material effect on the Company’s business, financial condition or results of operations.

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CR Capital Corp. Interim Management’s Discussion & Analysis – Quarterly Highlights For the Three Months Ended March 31, 2020 Discussion dated: May 21, 2020

Related Party Transactions and Major Shareholder

(a) Related party transactions

Related parties include the Board and officers, close family members and enterprises that are controlled by these individuals as well as certain consultants performing similar functions.

Remuneration of directors and key management personnel (including Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and directors), other than consulting fees, of the Company was as follows:

Management compensation and salaries and benefits	Three months ended March 31, 2020 $	Three months ended March 31, 2019 $
Marrelli Support Services Inc. (“Marrelli Support”),CFO fees(1)(2)	4,635	4,635
Total	4,635	4,635
Share-based compensation	Three months ended March 31, 2020 $	Three months ended March 31, 2019 $
Alain Krushnisky, Director	nil	8,498
Brian Howlett, President and CEO	6,916	8,498
Carmelo Marrelli, CFO	nil	4,248
Eric Szustak, Director	6,916	nil
Gérald Riverin, Director	1,976	8,498
Jo-Anne Archibald, Corporate Secretary	nil	4,248
Mark Goodman, Chairman	1,976	8,498
Morgan Quinn, Director	1,976	8,498
Total	19,760	50,986

(1) The amounts charged are conducted on normal market terms and are recorded at their exchange value.

(2) Professional fees are paid to Marrelli Support, an organization of which Carmelo Marrelli, the CFO of the Company, is president.

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CR Capital Corp. Interim Management’s Discussion & Analysis – Quarterly Highlights For the Three Months Ended March 31, 2020 Discussion dated: May 21, 2020

Salaries and benefits include director fees. The Board and officers do not have employment or service contracts with the Company. Directors are entitled to director fees and stock options for their services and officers are entitled to fees and stock options for their services. During the three months ended March 31, 2020, and the year ended December 31, 2019, the directors of the Company have waived their director fees to conserve cash. As at March 31, 2020, officers and directors (excluding the CFO) were owed $nil (December 31, 2019 - $2,260) and this amount was included in amounts payable and other liabilities.

The Company entered into the following transactions with related parties:

Names	Three months ended March 31, 2020 $	Three months ended March 31, 2019 $
Marrelli Support(i)	5,477	6,836
DSA Corporate Services Inc. (“DSA”)(ii)	405	4,595
Marrelli Press Release Services Limited (“Press Release”) (iii)	530	nil
Total	6,412	11,431

(i) During the three months ended March 31, 2020, the Company paid professional fees of $5,477 (three months ended March 31, 2019 - $6,836) to Marrelli Support, an organization of which Carmelo Marrelli is Managing Director. Carmelo Marrelli is the CFO of the Company. These services were incurred in the normal course of operations for general accounting and financial reporting matters. Marrelli Support also provides bookkeeping services to the Company. As at March 31, 2020, Marrelli Support was owed $27,274 (December 31, 2019 - $24,745) and this amount was included in amounts payable and other liabilities.

(ii) During the three months ended March 31, 2020, the Company paid professional fees of $405 (three months ended March 31, 2019 - $4,595) to DSA, an organization of which Carmelo Marrelli controls. Carmelo Marrelli is also the corporate secretary and sole director of DSA. These services were incurred in the normal course of operations for corporate secretarial matters. As at March 31, 2020, DSA was owed $458 (December 31, 2019 - $633) and this amount was included in amounts payable and other liabilities.

(iii) During the three months ended March 31, 2020, the Company paid professional fees of $530 (three months ended March 31, 2019 - $nil) to Press Release, an organization of which Carmelo Marrelli controls. Carmelo Marrelli is also the corporate secretary and sole director of Press Release. These services were incurred in the normal course of operations for press release matters. As at March 31, 2020, Press Release was owed $599 (December 31, 2019 - $470) and this amount was included in amounts payable and other liabilities.

(b) Major shareholders

To the knowledge of the directors and senior officers of the Company as at the date of this Interim MD&A, no person or corporation beneficially owns or exercises control or direction over common shares of the Company carrying more than 10% of the voting rights attached to all common shares of the Company other than as set out below:

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CR Capital Corp. Interim Management’s Discussion & Analysis – Quarterly Highlights For the Three Months Ended March 31, 2020 Discussion dated: May 21, 2020

Major shareholders	Number of common shares	Percentage of outstanding common shares
Brian Howlett, President and CEO	1,368,000	11.84%
Eric Szustak, Director	1,423,000	12.31%

None of the Company’s major shareholders have different voting rights than other holders of the Company’s common shares.

The Company is not aware of any arrangements that may at a subsequent date result in a change in control of the Company.

Financial Highlights

Financial Performance

Three months ended March 31, 2020, compared with three months ended March 31, 2019

The Company’s net loss totaled $23,611 for the three months ended March 31, 2020, with basic and diluted loss per share of $0.00. This compares with a net loss of $10,453 with basic and diluted loss per share of $0.00 for the three months ended March 31, 2019. The increase of $13,158 in net loss was principally because:

• Exploration and evaluation expenditures decreased by $2,194 to $975 in the three months ended March 31, 2020, compared to the three months ended March 31, 2019. The decrease was attributable to expenditures on the Coppercorp Property. Refer to the “Coppercorp Property” section above for more details;

• Professional fees decreased by $9,860 to $12,910 in the three months ended March 31, 2020, from $22,770 in the three months ended March 31, 2019 due to lower accounting fees incurred during the current period;

• The Company recorded an unrealized gain on marketable securities of $35,000 during the three months ended March 31, 2020, compared to an unrealized gain of $60,000 during the three months ended March 31, 2019. The decrease in unrealized gain of $35,000 is due to the change in fair value of Yorbeau shares; and

• All other expenses related to general working capital expenditures.

The Company’s total assets at March 31, 2020 were $43,067 (December 31, 2019 - $66,615) against total liabilities of $64,278 (December 31, 2019 - $64,215). The decrease in total assets of $23,548 resulted from cash spent on operating costs, which was offset by sale of marketable securities. The Company has not sufficient current assets to pay its existing liabilities of $64,278 at March 31, 2020. Liabilities include flowthrough shares liability of $2,730, which is not settled through cash payments. Instead, this balance is amortized against qualifying flow-through expenditures that are required to be incurred before December 31, 2020.

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CR Capital Corp. Interim Management’s Discussion & Analysis – Quarterly Highlights For the Three Months Ended March 31, 2020 Discussion dated: May 21, 2020

The Company expects there may be changes to the Canada Revenue Agency flow-through deadline due to COVID-19, therefore the December 31, 2020 deadline may change. However, there is no certainty that this may occur.

Cash Flow

At March 31, 2020, the Company had cash of $38,736 compared to $31,389 at December 31, 2019. The increase in cash of $7,347 from the December 31, 2019 cash balance of $31,389 was a result of cash outflows in operating activities of $19,903 which was offset by cash provided by financing activities of $27,250. Operating activities were affected by adjustments for unrealized gain on marketable securities of $35,000, realized loss on marketable securities of $32,750, premium on flow-through shares of $98 and net change in non-cash working capital balances of $6,056 because of a decrease in amounts receivable and other assets of $5,895 and an increase in amounts payable and other liabilities of $161. Investing activities consisted of proceeds from sale of marketable securities of $27,250.

Liquidity and Financial Position

At March 31, 2020, the past activities of the Company were primarily financed through equity and debt offerings and the exercise of stock options and warrants. No options or warrants were exercised during the year ended December 31, 2019. No private placements were completed during the three months ended March 31, 2020.

At March 31, 2020, the Company had $38,736 in cash (December 31, 2019 – $31,389). Cash increased due to proceeds from the sale of Yorbeau shares, which was offset by expenditures on operating expenses.

Amounts payable and other liabilities increased to $61,548 at March 31, 2020, compared to $61,387 at December 31, 2019. The variation is primarily the result of fluctuations in amounts payable and other liabilities, which are usually paid as and when they become due.

The Company has no operating revenues; and therefore, must utilize its current cash reserves and other anticipated transactions to meet ongoing operating activities.

As of March 31, 2020, and the date of this Interim MD&A, the cash resources of the Company were held with one Canadian chartered bank.

The Company had no debt at March 31, 2020, and its credit and interest rate risk is minimal. Amounts payable and other liabilities are short term and non-interest bearing.

The Company’s use of cash is expected to support corporate overhead. Currently, the Company’s corporate reduced overhead is averaging approximately less than $11,000 per month for general and administrative costs, professional fees and other working capital items. Based on the rate of expenditure, the Company will have to raise capital in fiscal 2020 if an opportunity arises. Phase 1 of the Coppercorp Property of $280,000 will be delayed due to the lack of cash. The Company will defer payments or sell assets where possible until the capital is sourced.

Additional measures have been undertaken or are under consideration to further reduce corporate overhead.

See "Risk Factors” below and “Trends and Economic Conditions” above.

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CR Capital Corp. Interim Management’s Discussion & Analysis – Quarterly Highlights For the Three Months Ended March 31, 2020 Discussion dated: May 21, 2020

New Accounting Standard Adopted During the Year

IFRS 3, Business combinations (IFRS 3")

Amendments to IFRS 3, issued in October 2018, provide clarification on the definition of a business. The amendments permit a simplified assessment to determine whether a transaction should be accounted for as a business combination or as an asset acquisition.

The amendments are effective for transactions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020. The adoption of the amendments had no impact on the Company's unaudited condensed interim financial statements.

IAS 1, Presentation of financial statements ("IAS 1")

Amendments to IAS 1, issued in October 2018, provide clarification on the definition of material and how it should be applied. The amendments also align the definition of material across IFRS and other publications.

The amendments are effective for annual periods beginning on or after January 1, 2020 and are required to be applied prospectively. The adoption of the amendments had no impact on the Company's unaudited condensed interim financial statements.

IAS 8, Accounting policies, changes in accounting estimates and errors ("IAS 8")

Amendments to IAS 8, issued in October 2018, provide clarification on the definition of material and how it should be applied. The amendments also align the definition of material across IFRS and other publications.

The amendments are effective for annual periods beginning on or after January 1, 2020 and are required to be applied prospectively. The adoption of the amendments had no impact on the Company's unaudited condensed interim financial statements.

Outlook

The Company is engaged in the acquisition, exploration and evaluation of properties for the mining of precious and base metals. Management is also investigating the potential of an RTO transaction as well as some mineral property acquisitions.

The Company will need to secure additional financing to meet its ongoing obligations; however, there is no assurance that the Company will be able to do so. See “Risk Factors”.

Risk Factors

An investment in the securities of the Company is highly speculative and involves numerous and significant risks. Such investment should be undertaken only by investors whose financial resources are sufficient to enable them to assume these risks and who have no need for immediate liquidity in their investment. Prospective investors should carefully consider the risk factors that have affected, and which in the future are reasonably expected to affect, the Company and its financial position. Please refer to the section entitled "Risk Factors" in the Company’s Annual MD&A for year ended December 31, 2019, available on SEDAR at www.sedar.com.

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CR Capital Corp. Interim Management’s Discussion & Analysis – Quarterly Highlights For the Three Months Ended March 31, 2020 Discussion dated: May 21, 2020

Covid-19 Risks

The worldwide emergency measures taken to combat the COVID-19 pandemic may continue, could be expanded, and could also be reintroduced in the future following relaxation. As governments implement monetary and fiscal policy changes aimed to help stabilize economies and capital markets, we cannot predict legal and regulatory responses to concerns about the COVID-19 pandemic and related public health issues and how these responses may impact our business. The COVID-19 pandemic, actions taken globally in response to it, and the ensuing economic downturn has caused significant disruption to business activities and economies. The depth, breadth and duration of these disruptions remain highly uncertain at this time. Furthermore, governments are developing frameworks for the staged resumption of business activities. As a result, it is difficult to predict how significant the impact of the COVID-19 pandemic, including any responses to it, will be on the global economy and our business. We have outlined these risks in more detail below.

Strategic & Operational Risks

The ongoing COVID-19 pandemic could adversely impact our financial condition in future periods as a result of reduced business opportunities via acquisitions and dispositions of exploration and development properties. The uncertainty around the expected duration of the pandemic and the measures put in place by governments to respond to it could further depress business activity and financial markets. Our strategic initiatives to advance our business may be delayed or cancelled as a result.

To date, our operations have remained stable under the pandemic but there can be no assurance that our ability to continue to operate our business will not be adversely impacted, in particular to the extent that aspects of our operations which rely on services provided by third parties fail to operate as expected. The successful execution of business continuity strategies by third parties is outside our control. If one or more of the third parties to whom we outsource critical business activities fails to perform as a result of the impacts from the spread of COVID-19, it could have a material adverse effect on our business and operations.

Liquidity risk and capital management

Extreme market volatility and stressed conditions resulting from COVID-19 and the measures implemented to control its spread could limit our access to capital markets and our ability to generate funds to meet out capital requirements. Sustained global economic uncertainty could result in more costly or limited access to funding sources. In addition, while we currently have sources of liquidity, such as cash balances, there can be no assurance that these sources will provide us with sufficient liquidity on commercially reasonable terms in the future. Extreme market volatility may leave us unable to react in a manner consistent with our historical practices.

Market Risk

The pandemic and resulting economic downturn have created significant volatility and declines in financial and commodity markets. Central banks have announced emergency interest rate cuts, while governments are implementing unprecedented fiscal stimulus packages to support economic stability. The pandemic could result in a global recessionary environment with continued market volatility, which may continue to impact our financial condition.

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CR Capital Corp. Interim Management’s Discussion & Analysis – Quarterly Highlights For the Three Months Ended March 31, 2020 Discussion dated: May 21, 2020

Disclosure of Internal Controls

Management has established processes to provide them with sufficient knowledge to support representations that they have exercised reasonable diligence in that (i) the unaudited condensed interim financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the unaudited condensed interim financial statements, and (ii) the unaudited condensed interim financial statements fairly present in all material respects the financial condition, financial performance and cash flow of the Company, as of the date of and for the periods presented.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109. In particular, the certifying officers filing this certificate do not make any representations relating to the establishment and maintenance of:

(i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of unaudited condensed interim financial statements for external purposes in accordance with the issuer’s generally accepted accounting principles (IFRS).

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in the certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost-effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

Subsequent Event

On May 15, 2020, 280,000 stock options with an exercise price of $0.05 and expiry date of April 12, 2024 were exercised for gross proceeds of $14,000.

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