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EDM Resources Inc. Interim / Quarterly Report 2022

Nov 29, 2022

45546_rns_2022-11-29_f39fa731-0e19-4860-9a18-5beaa5c36991.pdf

Interim / Quarterly Report

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EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine Months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

Page 1 of 23

The following management’s discussion and analysis (“MD&A”) of the financial condition and results of operations of EDM Resources Inc. (formerly ScoZinc Mining Ltd.) (“EDM” or the “Company”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the nine months ended September 30, 2022. This MD&A has been prepared in compliance with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations. This discussion should be read in conjunction with the audited annual consolidated financial statements of the Company for the year ended December 31, 2021, as well as the unaudited interim consolidated financial statements for the nine months ended September 30, 2022, together with the notes thereto. Information contained herein is presented as at November 29, 2022, unless otherwise indicated.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, 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 EDM’s common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) if it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

EDM is a Canadian based exploration and mining development company with mineral prospects, mineral deposits and mineral processing facilities in Nova Scotia, Canada.

OUTLOOK

On 29[th] June 2022, the Company announced that it had entered into a definitive credit agreement with IXM S.A. (“IXM”) to provide US$24 million in debt finance to the Company (the “Credit Agreement”), which will finance the Scotia Mine to commercial production. IXM has also entered into offtake agreements with the Company to buy 100% of the zinc and lead concentrates produced at the Scotia Mine, for the first 10 years of production (the “Offtake Agreements”). The Credit Agreement requires TSX Venture Exchange (the “TSXV”) final approval, with the TSXV granting conditional approval on June 22, 2022. Final TSXV approval will require approval of the Credit Agreement by the Company’s shareholders, which will be sought at the Company’s upcoming annual general meeting to be held on August 30, 2022. Until the final approval has been obtained, no advances will be made to EDM under the Credit Facility, and the security to be granted by the Company and its 100% owned subsidiary, Scotia Mine Limited, will not be put in place.

On October 4[th] , 2022, the Company announced the appointment of Mr. Rajesh Sharma to the Board of Directors as a nominee of Fancamp Exploration Ltd. As announced by the Company in its news release of September 16, 2021, Fancamp has the right to nominate a director to the Company’s board as long as it holds over 10% of the Company’s issued and outstanding common shares.

On September 22[nd] , 2022, EDM announced that Red Cloud Financial Services Inc. (“Red Cloud”) were engaged on a 12-month term to perform a range of marketing services designed to build EDM’s profile in the North American capital markets, including the retail sector.

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

Page 2 of 23

On 28[th] June 2022, the Company announced that Mr. Christopher Hopkins had assumed the role of interim Chief Financial Officer to replace Mr. Robert Suttie, and that the Company had commenced a formal search for a full-time Chief Financial Officer.

On 4[th] April 2022, the Company announced that it was in advanced exclusive discussions to obtain debt financing and enter into an offtake agreement sufficient to put EDM’s Scotia Mine into commercial production in Q4 of 2023.

In March, April and May of 2022, a total of 2,050,191 warrants were exercised for gross proceeds of $1,025,095.50.

On 10[th] January 2022, the Company announced its change of name to EDM Resources Inc., which was an important step in the Company’s expansion of re-branding and changing its trading symbol to EDM.

On 16[th] November 2021, the Company announced the results of its updated Preliminary Feasibility Study (the “Pre-Feasibility Study”, the “PFS” or the “2021 PFS”) which included a gypsum reserve and determined the updated capital requirements and robust economics for 100%-owned Scotia Mine in Nova Scotia, Canada.

Highlights of the PFS (the “2021 PFS”) are provided in the table below, with additional details of the NI 43-101 Technical Report filed on www.sedar.com under EDM’s profile, on 30[th] December 2021.

2021 Pre-Feasibility Study Highlights

Pre-Tax Net Present Value(Discount Rate 8%) $174M
Pre-Tax Internal Rate of Return 69%
After-Tax Net Present Value(Discount Rate 8%) $128M
After-Tax Internal Rate of Return 65%
EBITDA(Annual Average) $18M
Payback Period(Years) 1.3
Pre-Production CAPEX(incl. $2.7M Contingency) $30.6M
Metal Production Zinc(5 Year Annual Average) 35M lbs
Metal Production Lead(5 Year Annual Average) 15M lbs
Zinc Concentrate Grade(LOM Average) 57%
Lead Concentrate Grade(LOM Average) 71%
ProcessingThroughput Rate(Tonnes Per Day) 2,700
Life of Mine("LOM") (Years) 14.3 Years
Ore Reserves Mined(LOM Total) 13.66Mt
Zinc Ore Grade(LOM Average) 2.03% Zn
Lead Ore Grade(LOM Average) 1.10% Pb
Gypsum Grade(LOM Average) 91.8%
Net Revenue After Royalty& Treatment Charges $875M
OperatingCash Flow Before Taxes $357M
C1 Costs Over LOM1 US$0.50/lb
Total OperatingCost(Per tonne Milled LOM) $52.56/t

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

Page 3 of 23

All-In-Sustaining-Cost(ZnEq.)1, 2 US$0.52/lb
Zinc Price(LOM Average) US$1.22/lb
Lead Price(LOM Average) US$1.04/lb
Gypsum Crude Price(LOM Average) US$8.60/t
Foreign Exchange Rate(CAD: USD) 0.80

All dollar amounts are expressed in Canadian Dollars unless otherwise noted 1 After Lead credits deducted

2 All-In-Sustaining-Costs (“AISC”) are C1 Costs plus Sustaining Capital and Financing Costs

On 1[st] November 2021, the Company announced a non-binding gypsum offtake agreement with a Nova Scotian end buyer, for the life of mine supply of Gypsum from the Scotia Mine.

On 19[th] October 2021, the Company appointed Mr. Mark Billings as an Independent Director.

On 6[th] October 2021, EDM and Fancamp Exploration Ltd. (“Fancamp”) closed a private placement and shares for debt transaction.

On 16[th] September 2021, EDM and Fancamp agreed to terminate the February 12, 2021, Arrangement Agreement and enter into a new agreement in which Fancamp would invest in EDM by way of a subscription to a $1,300,000 non-brokered private placement as well as convert the Fancamp Loan and Termination Fee to equity in EDM.

On 14[th] July 2021, EDM and Fancamp agreed to extend the deadline for closing the business combination (the “Transaction”) with Fancamp paying a $125,000 extension fee to EDM to extend the deadline of the Transaction to 2[nd] August 2021, with a further extension fee payable by Fancamp prior to 2[nd] August 2021, if Fancamp wished to extend the Transaction to 2[nd] September 2021. On 2[nd] August 2021, Fancamp paid EDM the second extension fee of $125,000 to extend the deadline for closing the Transaction to 2[nd] September 2021.

On 19[th ] May 2021, pursuant to the Arrangement, Fancamp and EDM executed a loan agreement of up to $250,000 required to implement the business combination (the "Transaction”) which was associated with the delayed closing date. Fancamp and EDM have also agreed to amend the Arrangement Agreement to extend the outside date by which the Transaction must close to 2[nd] July 2021 and scheduled the closing for that date. The Fancamp loan terms included a 12-month maturity of up to $250,000, bearing an interest charge of 5 percent per annum. An initial amount of $150,000 was provided to EDM, following which an additional $100,000 was provided to EDM on the basis of an expenditure justification.

On 20[th] April 2021, the Company announced that the British Columbia Supreme Court had granted a final order approving the plan of arrangement between EDM and Fancamp required to implement the business combination (the "Transaction”). Closing of the Transaction by Fancamp was subject to approval of the TSX Venture Exchange (“TSXV”) which Fancamp advised that it anticipated obtaining shortly but which has not yet been received. Fancamp had additionally advised that a dissident shareholder of Fancamp, Mr. Peter H. Smith, had also made an application to the British Columbia Securities Commission (“BCSC”) to stay or overturn any decision by the TSXV approving the Transaction, and to require that Fancamp obtain shareholder approval for the Transaction. Fancamp made an undertaking

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

Page 4 of 23

to the BCSC not to close the Transaction until after 28[th] April 2021 pending hearing of the application. The Company anticipated that Fancamp would be successful in proceedings before the BCSC and expected the Transaction to close shortly thereafter in accordance with the terms of the 12[th] February 2021 arrangement agreement between EDM and Fancamp. Accordingly, EDM looked forward to closing the Transaction shortly after 28[th] April 2021. The Company also announced it had received conditional approval from the TSXV for the Transaction which remained subject to the final approval of the TSXV.

On 12[th] April 2021, the Company held an Extraordinary General Meeting (“EGM”) at which its securityholders were asked to consider and, if thought advisable, pass a special resolution approving a plan of arrangement under Section 288 of the BC Business Corporations Act (the “Arrangement”) which would result in EDM becoming a wholly owned subsidiary of Fancamp by amalgamating with an existing wholly owned subsidiary of Fancamp (the “Transaction”). At the meeting, the securityholders voted overwhelmingly in favour of the resolution approving the arrangement agreement pursuant to which, inter alia, Fancamp will indirectly acquire all of the issued and outstanding common shares of EDM on the basis of 6.0 Fancamp ordinary shares for each EDM common share (the “Arrangement”). The Arrangement required the approval of: (a) 66[2/3] % of EDM’s shareholders (“Shareholder Approval”); (b) 66[2/3] % of EDM’s shareholders, warrantholders, optionholders and RSUholders voting as a single class (“Securityholder Approval”); and (c) approval by a simple majority of 50% plus one vote of EDM’s shareholders, excluding shares held or controlled by Messrs. Ashwath Mehra and Mark Haywood (“Majority of the Minority Approval”). On 22[nd] March 2021, the Company announced results of its 2021 Mineral Resource Estimate which includes a significant Gypsum mineral resource for the Scotia Mine. The 2021 Mineral Resource Statement is provided below:

Mineral Resource Statement

Scotia Mine 2021 Mineral Resource Estimation, March 22, 2021 – MineTech International Limited

Classification Zone Tonnage
(kt)
Zn
(%)
Pb
(%)
ZnEq
(%)
Gypsum
Tonnage
(kt)
Gypsum
(%)
Measured Getty
Main
North East
60
4,130
130
1.38
2.57
3.18
1.25
1.30
1.88
2.58
3.81
4.98
0
1,310
220
0
93.0
91.9
Total 4,320 2.57 1.32 3.83 1,530 92.8
Indicated Getty
Getty South
Main
North East
8,090
840
9,870
2,330
1.24
1.58
1.92
2.88
0.81
0.25
1.01
1.15
2.02
1.82
2.89
3.98
0
0
2,500
1,150
0
0
92.7
88.7
Total 21,130 1.75 0.92 2.64 3,650 91.4
Measured
&
Indicated
Getty 8,150 1.24 0.82 2.03 0 0
Getty South 840 1.58 0.25 1.82 0 0
Main 14,000 2.11 1.09 3.16 3,810 92.8
North East 2,460 2.89 1.19 4.04 1,370 89.2
Total 25,450 1.89 0.99 2.84 5,180 91.8
Inferred Getty 950 1.35 0.54 1.87 0 0

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

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Getty South
Main
North East
770
2,980
310
1.53
1.49
2.01
0.25
0.79
0.74
1.77
2.25
2.72
0
250
540
0
92.2
90.7
Total 5,010 1.50 0.66 2.13 790 91.2

Source: MineTech 2021

  • Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that any part of the Mineral Resources estimated will be converted into Mineral Reserves;

  • Determination of reasonable prospects of eventual economic extraction was based on assumed prices for Zinc of US$1.35/lb, and for Lead of US$1.14/lb, a Zinc recovery of 86% and a Lead recovery of 93%, mining and processing costs varying by zone, and pit slopes of 45 degrees in rock and 22 degrees in overburden;

  • Near surface resources are reported based on a Zinc equivalent (“ZnEq”) grade of 0.90% and a Gypsum grade of 80%. The ZnEq grade incorporates Zinc and Lead sales costs of US$0.19/lb and US$0.11/lb respectively, and a 2% royalty to the Government of Nova Scotia; and

  • Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

On 18[th] February 2021, the Company announced that it had entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Fancamp, whereby Fancamp will indirectly acquire all of the issued and outstanding securities of EDM by way of a plan of arrangement (the “Arrangement”) under the Business Corporations Act (British Columbia). Pursuant to the terms of the Arrangement Agreement, shareholders of EDM (the “EDM Shareholders”) will receive 6.0 common shares of Fancamp (each whole share a “Fancamp Share”) for every EDM Share held (the “Exchange Ratio”). Upon the closing of the Transaction, former shareholders of EDM will hold 33.7% of the Fancamp’s common shares outstanding. The Exchange Ratio represents a premium of 5.9% based on the 30-day volume weighted average price of EDM and Fancamp’s shares traded on the TSX Venture Exchange for the period ended 12[th] February 2021.

On 23[rd] December 2020, the Company announced that it had confirmed the gypsum surface rights at the Scotia Mine and that it was proceeding toward a new NI 43-101 Mineral Resource Estimate Technical Report.

On 2[nd] December 2020, Mr. Mark Billings resigned as a director of the Company and divested or relinquished all his securities in the Company.

On 7[th] July 2020, the Company announced the results of its first Preliminary Feasibility Study (the “PreFeasibility Study” or the “2020 PFS”) which determined the capital requirements and robust economics for 100%-owned Scotia Mine in Nova Scotia, Canada. The results of the 2020 PFS were announced on 7[th] July 2020 and the NI 43-101 Technical Report was filed on SEDAR on 29[th] July 2020. Based on the positive 2020 PFS results, the Company is actively pursuing the necessary finance to begin commercial production as soon as possible.

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

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Highlights of the 2020 PFS are provided in the table below, with additional details of the NI 43-101 Technical Report available on www.sedar.com under EDM’s profile.

2020 Pre-Feasibility Study Highlights

Pre-Tax Net Present Value(Discount Rate 8%) $156M
Pre-Tax Internal Rate of Return 52%
After-Tax Net Present Value(Discount Rate 8%) $115M
After-Tax Internal Rate of Return 49%
EBITDA(Annual Average) $17.1M
Payback Period(Years) 2.4
Pre-Production CAPEX(incl. $2.7M Contingency& $1.2M Finance) $30.8M
Metal Production Zinc(5 Year Annual Average) 35M lbs
Metal Production Lead(5 Year Annual Average) 15M lbs
Zinc Concentrate Grade(LOM Average) 57%
Lead Concentrate Grade(LOM Average) 71%
ProcessingThroughput Rate(Tonnes Per Day) 2,700
Life of Mine("LOM") (Years) 14.25
Ore Reserves Mined(LOM Total) 13.66Mt
Zinc Ore Grade(LOM Average) 2.03% Zn
Lead Ore Grade(LOM Average) 1.10% Pb
Net Revenue After Royalty& Treatment Charges $822M
OperatingCash Flow Before Taxes $335M
FinancingCosts $4.6M
C1 Costs Over LOM1 US$0.59/lb
Total OperatingCost(Per tonne Milled LOM) $53.72/t
All-In-Sustaining-Cost(ZnEq.)1, 2 US$0.60/lb
Zinc Price(LOM Average) US$1.19/lb
Lead Price(LOM Average) US$0.89/lb
Foreign Exchange Rate(CAD: USD) 0.71

All dollar amounts are expressed in Canadian Dollars unless otherwise noted 1 After Lead credits deducted 2 All-In-Sustaining-Costs (“AISC”) are C1 Costs plus Sustaining Capital and Financing Costs

On 3[rd] June 2020, the Company announced management costs savings to further strengthen the Company’s financial position during the COVID-19 Pandemic and to ensure that the capital raised is extended as much as possible, by which all the management team have reduced their monthly salary or contract payments by 20 percent, for a period of 3 months, effective 1[st] May 2020.

On 29[th] May 2020, the Company announced the closing of a third and final oversubscribed tranche of its $1,150,000 non-brokered private placement. The first tranche (the “First Tranche”) closed on 22[nd] April 2020 and consisted of the sale of 1,678,011 Units for gross proceeds of $503,403.30, and the second tranche (the “Second Tranche”) closed on 22[nd] May 2020 and consisted of the sale of 1,645,368 Units for gross proceeds of $493,610.40. The third tranche (the “Third Tranche”) consisted of the sale of 509,954 units for the gross proceeds of $152,986.20. The Third Tranche, the Second Tranche and the First Tranche

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

Page 7 of 23

comprise the Offering consisting of the sale of an aggregate of 3,833,333 Units for aggregate gross proceeds of $1,150,000.

On 18[th] December 2019, the Company announced a new mineral resource estimate (the “2019 MRE”) which effectively doubled the total measured and indicated resources applied in all past PEAs on the Scotia Mine. Based upon the new 2019 MRE and a mill trade off study by Ausenco Engineering Canada Inc., the PFS will produce an independent NI 43-101 technical report, including new mineral reserve estimates.

During the third quarter of fiscal 2019, EDM’s head office address was changed to Halifax (Nova Scotia) from Toronto (Ontario) to bolster the Company’s Nova Scotian focus and demonstrate our commitment to advancing our operations in Nova Scotia.

On 25[th] October 2019, the Company appointed Mr. Mark Billings as an Independent Director.

On 7[th] October 2019, the Company announced that it has appointed Mr. Jason Baker as its new Mine Manager of the Scotia Mine, and it has appointed Mr. Simion Candrea as its new Vice-President of Investor Relations.

On 20[th] September 2019, the Company appointed Mr. Mark Haywood as a Director.

On 21[st] August 2019, Mr. Ashwath Mehra joined the Board of Directors and Mr. Mark Haywood was appointed the President and Chief Executive Officer of the Company, replacing Mr. Joseph Ringwald, both effective 20[th] August 2019.

PROPERTY INFORMATION, COMPLETED ACTIVITIES AND OUTLOOK

Scotia Mine

On 21[st] May 2011, the Company completed the $10 million acquisition of all shares and assets of Scotia Mine Limited (formerly ScoZinc Limited), including the Scotia Mine in Nova Scotia, an extensive mineral claims package that is subject to a mineral royalty to the Government of Nova Scotia and other royalties on certain other mineral interests. A portion of the gross sale proceeds was paid directly to the Government of Nova Scotia to increase bonding requirements for an amended reclamation and closure plan for the Scotia Mine and to pay all outstanding production royalties to the Government of Nova Scotia that were payable prior to the closure of the Scotia Mine in 2009. Since the mine’s closure, the key permits, mineral claims, and other approvals necessary to proceed with a restart have been maintained or renewed.

In October 2011, the Company completed a 4,940-metre, 39-hole drill program at the Scotia Mine site to better define mineral resources adjacent to the Main Pit and improve confidence in the block model. The results of the drill program provided a basis to re-assess the block model used in an independent preliminary economic assessment (“PEA”) report dated 7[th] October 2011. Subsequently, a new inventory of mineral resources was published in a technical report to NI 43-101 standards on 9[th] October 2012.

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

Page 8 of 23

In the first quarter of 2012, the Company completed an airborne geophysical survey of its exploration properties in Nova Scotia using the helicopter-borne Versatile Time Domain Electromagnetic system. The work area covered geological strata that contain former producing mines, such as Walton Mine, Smithfield Mine, and Mindamar (Stirling) Mine. Following the initial findings of the survey, the Company expanded the survey to include its mineral claim holdings in the Musquodoboit area along an interpreted northeast extension of the favourable carbonate reef structures that host the Gays River and Getty deposits. As a result of this survey, exploration targets were identified for future exploration fieldwork.

In the first, second, and fourth quarters of 2013, the Company’s geologic personnel completed soil sampling programs on exploration licenses and claim blocks held within Nova Scotia and Cape Breton. The purpose of the soil sampling program was to follow up and evaluate certain high-priority geophysical targets identified from the 2012 airborne geophysical survey. In addition, expenditures incurred from the soil surveys were utilized to fulfill the annual assessment requirements needed to keep the claims and licenses in good standing. All work was conducted in areas underlain by favorable geologic lithologies known to host zinc-lead mineralization as exemplified by former producing mines.

On 18[th] May 2012, the Company received approval from the Government of Nova Scotia for an amended Industrial Approval to develop the southwest side of the Main Pit (the “SW Expansion”). As a result, and as of that date, the Scotia Mine had all of the necessary permits and approvals to proceed with mining operations at the Main Pit and the SW Expansion. Additional reclamation and closure bonding would be required before the Company can develop the SW Expansion.

In the third quarter of 2013, the Company’s Board of Directors conducted an in-depth review of the Company’s 100% owned Scotia Mine and the Company’s exploration prospects (collectively, “EDM’s Projects”), the outlook for commodity prices, and the current environment for financing mining operations. Based upon the findings of this review, the Board determined that the Scotia Mine is a valuable asset. However, in light of the uncertain prevailing environment for metal prices and mine development financing at that time, the Board decided to suspend the restart of the Scotia Mine and place the project on care and maintenance in order to preserve its value and reduce Company expenditures.

As part of the care and maintenance program, an ongoing objective of the Company is to maintain all of the key permits, mineral claims, and other approvals necessary to proceed with the restart of the Scotia Mine. In the fourth quarter of 2016, the Company initiated discussions with the Nova Scotia departments of the Environment and Natural Resources for the renewal of the industrial approval (the “IA”) for Mineral Lease 10-1 that contains the Scotia Mine. The IA which expired in February 2017 was renewed in September 2017 for an additional 10 years. Similarly, the environmental assessment which expired in October 2017 was renewed.

In the fourth quarter of 2017 the Company initiated an independent update to the Preliminary Economic Assessment based on a more detailed mine plan, contract mining with bids from major Nova Scotia contractors, updated capital costs, and updated milling and other operating costs. Results of the study were disclosed in a news release dated 19[th] December 2017 and the NI 43-101 technical report with the final results was disclosed in February 2018. As the study showed robust economics for the restart of operations, necessary key permits were in place, and a favorable metal price and exchange rate

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

Page 9 of 23

environment was expected for the foreseeable future, the Company initiated efforts to raise funds for restarting operations.

On 18[th] December 2019, the Company announced a new mineral resource estimate (the “2019 MRE”) which effectively doubled the total measured and indicated resources applied in all past PEAs on the Scotia Mine.

Highlights of the 2019 MRE include:

  • Total Measured & Indicated Resources of 25,450,000 tonnes at a Zinc equivalent grade of 2.84% (1.89% Zinc, 0.99% Lead), an increase in tonnage of 105% from previous resource estimates on the deposit.

  • Total Inferred Resources of 5,010,000 tonnes at a Zinc equivalent grade of 2.13% (1.55% Zinc, 0.66% Lead), an increase in tonnage of 7% from the previous resource estimates on the deposit.

Additionally, on 5[th] February 2020, the Company announced the results of a mill optimization trade-off study completed by Ausenco Engineering Canada Inc. The trade-off study evaluated the mill and its processing bottlenecks and determined that a number of low-cost improvements could be made during a relatively short refurbishment period to significantly de-risk the processing operations.

Based upon the new 2019 MRE and the Ausenco optimization study, the Company then decided to complete a Preliminary Feasibility Study on the project, which would determine the Scotia Mine’s first NI 43-101 mineral reserve estimate and a provide an independent NI 43-101 technical evaluation on the entire project.

On 7[th] July 2020, the Company announced the results of its first Preliminary Feasibility Study (the “2020 PFS”) including its first NI 43-101 Mineral Reserve Estimate. The 2020 PFS was prepared in collaboration with the independent engineering firms of Ausenco Engineering Canada Inc., MineTech International Limited, SRK Consulting (U.S.), Inc., and Terrane Geoscience Inc. The 2020 PFS NI 43-101 Technical Report was filed on www.sedar.com under EDM’s profile on 29[th] July 2020.

On 22[nd] March 2021, the Company announced results of its 2021 Mineral Resource Estimate which includes a significant Gypsum mineral resource for the Scotia Mine.

The 2021 Mineral Resource Statement is provided below, and the NI 43-101 Technical Report was filed on www.sedar.com under EDM’s profile on 6[th] May 2021:

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

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2021 Mineral Resource Statement

Scotia Mine 2021 Mineral Resource Estimation, March 22, 2021 – MineTech International Limited

Limited
Classification Zone Tonnage
(kt)
Zn
(%)
Pb
(%)
ZnEq
(%)
Gypsum
Tonnage
(kt)
Gypsum
(%)
Measured Getty
Main
North East
60
4,130
130
1.38
2.57
3.18
1.25
1.30
1.88
2.58
3.81
4.98
0
1,310
220
0
93.0
91.9
Total 4,320 2.57 1.32 3.83 1,530 92.8
Indicated Getty
Getty South
Main
North East
8,090
840
9,870
2,330
1.24
1.58
1.92
2.88
0.81
0.25
1.01
1.15
2.02
1.82
2.89
3.98
0
0
2,500
1,150
0
0
92.7
88.7
Total 21,130 1.75 0.92 2.64 3,650 91.4
Measured
&
Indicated
Getty 8,150 1.24 0.82 2.03 0 0
Getty South 840 1.58 0.25 1.82 0 0
Main 14,000 2.11 1.09 3.16 3,810 92.8
North East 2,460 2.89 1.19 4.04 1,370 89.2
Total 25,450 1.89 0.99 2.84 5,180 91.8
Inferred Getty
Getty South
Main
North East
950
770
2,980
310
1.35
1.53
1.49
2.01
0.54
0.25
0.79
0.74
1.87
1.77
2.25
2.72
0
0
250
540
0
0
92.2
90.7
Total 5,010 1.50 0.66 2.13 790 91.2

Source: MineTech 2021

  • Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that any part of the Mineral Resources estimated will be converted into Mineral Reserves;

  • Determination of reasonable prospects of eventual economic extraction was based on assumed prices for Zinc of US$1.35/lb, and for Lead of US$1.14/lb, a Zinc recovery of 86% and a Lead recovery of 93%, mining and processing costs varying by zone, and pit slopes of 45 degrees in rock and 22 degrees in overburden;

  • Near surface resources are reported based on a Zinc equivalent (“ZnEq”) grade of 0.90% and a Gypsum grade of 80%. The ZnEq grade incorporates Zinc and Lead sales costs of US$0.19/lb and US$0.11/lb respectively, and a 2% royalty to the Government of Nova Scotia; and

  • Numbers in the table have been rounded to reflect the accuracy of the estimate and may not sum due to rounding.

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

Page 11 of 23

On 16[th] November 2021, the Company announced the results of an updated Preliminary Feasibility Study (the “2021 PFS”) including its first NI 43-101 Mineral Reserve Estimate on its gypsum mineral resources. The 2021 PFS was prepared by MineTech International Limited. The 2021 PFS NI 43-101 Technical Report was filed on www.sedar.com under EDM’s profile on 30[th] December 2021.

On 29[th] June 2022, the Company announced that it had entered into a definitive credit agreement with IXM S.A. (“IXM”) to provide US$24 million in debt finance to the Company (the “Credit Agreement”), which will finance the Scotia Mine to commercial production. IXM has also entered into offtake agreements with the Company to buy 100% of the zinc and lead concentrates produced at the Scotia Mine, for the first 10 years of production (the “Offtake Agreements”). The Credit Agreement required TSX Venture Exchange (the “TSXV”) final approval, with the TSXV granting conditional approval on June 22, 2022. Final TSXV approval was subsequently obtained on September 12, 2022 following the approval of the Credit Agreement by the Company’s shareholders at EDM’s annual general meeting held on August 30, 2022.

SUMMARY OF QUARTERLY RESULTS

The selected financial information is derived from the Company’s consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”). Amounts are expressed in thousands of Canadian dollars, except for loss per share, which is rounded to the nearest cent.

``` 30-Sep
2022
30-Jun
2022
31-Mar
2022
31-Dec
2021
30-Sep
2021
30-Jun
2021
31-Mar
2021
31-Dec
2020
30-Sep
2020
Interest income
16.6 9.0 9.0 16.0 90.0 1.0 9.0 10.0 7.0
Loss for the period (608) (547) (336) (415)
(282)
(372) (284) (6,459) (304)
Loss per share (0.03) (0.03) (0.02) (0.02) (0.02) (0.03) (0.02) (0.46) (0.04)

RESULTS OF OPERATIONS

Results of Operations for the Nine months Ended September 30, 2022, vs. Nine months ended September 30, 2021

The Company reported a net loss of $1,491,713 for the nine months ended September 30, 2022, compared to a loss of $937,481 incurred during the comparative nine months ended September 30, 2021.

Salaries and benefits
Office and general
Legal and accounting fees
Investor relations
Amortization
Consulting
Stock‑based payments
Regulatory fees
Interest income
Nine Months Ended
2022-09-30
2021-09-30
Variance Discussion
383,544
345,803
37,741
Increase in activity relating to planned mine startup
231,116
114,806
116,310
Increase in activity relating to planned mine startup
264,609
190,018
74,591
Increase in activity relating to planned mine startup
23,709
3,840
19,869
Increase in activity relating to planned mine startup
15,621
16,108
(487)
No material change
393,031
286,641
106,390
Increase in activity relating to planned mine startup
151,942
86,909
65,033
Timing of black-scholes options accounting & grants
29,168
52,249
(23,081)
Less environmental and permitting activities
34,661
18,808
15,853
Increased initerest rates

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

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Results of Operations for the Three Months Ended September 30, 2022, vs. Three Months ended September 30, 2021

The Company reported a net loss of $608,047 for the three months ended September 30, 2022, compared to a loss of $281,721 incurred during the comparative three months ended September 30, 2021.

==> picture [460 x 29] intentionally omitted <==

----- Start of picture text -----

Three Months Ended
2022-09-30 2021-09-30 Variance Discussion
Salaries and benefits 146,435 113,967 32,468 No material change
----- End of picture text -----

Salaries and benefits 2022-09-30
146,435
2021-09-30
113,967
Variance
32,468
Three
Discussion
No material change
Months Ended
Office and general 94,972 45,800 49,172 Increase in activity relating to mine startup
Legal and accounting fees 88,203 131,555 (43,352) Increase in activity relating to mine startup
Investor relations 7,903 2,293 5,610 Decrease due to timming of investor relations activities
Amortization 5,207 5,369
(162)
No material change
Consulting 261,031 94,140 166,891 Increase in activity relating to mine startup
Stock‑based payments - 38,264 (38,264) Timing of black-scholes options accounting & grants
Regulatory fees 9,723 (766) 10,489 Timing of payments
Interest income 16,637 8,816 7,821 Increased initerest rates

LIQUIDITY AND CAPITAL RESOURCES

The Company’s significant assets consist of cash, property, plant and equipment, and exploration and evaluation assets associated with EDM’s projects.

As at September 30, 2022, Company reported working capital of $643,524 (December 31, 2021 – $1,091,745). Working capital is defined as current assets minus current liabilities. Working capital calculations or changes are not measures of financial performance, nor do they have standardized meanings, under IFRS. Readers are cautioned that this calculation may differ among companies and analysts and therefore may not be directly comparable. Management believes that disclosure of the Company’s working capital is of value to assess the available capital resources of the Company at a reporting period end.

The Company will require additional liquidity to execute its business plan. Additional liquidity will be required and is currently under negotiation. The timing and ability of the Company to meet future needs will depend on the liquidity of the financial markets as well as the acceptance of investors to finance resource-based junior companies. The ability of the Company to carry out its planned business objectives is dependent on its ability to raise adequate financing from lenders, shareholders and other investors and/or generate operating profitability and positive cash flow. There can be no assurances that the Company will continue to obtain the additional financial resources necessary and/or achieve profitability or positive cash flows. If the Company is unable to obtain adequate financing, the Company will be required to curtail operations, and development activities and there would be significant uncertainty whether the Company would continue as a going concern and realize its assets and settle its liabilities and commitments in the normal course of business.

These factors indicate the existence of material uncertainties that may cast significant doubt on the ability of the Company to continue as a going concern, as disclosed in Note 1 of the Company’s consolidated financial statements.

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

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On 29[th] June 2022 the Company entered into a definitive credit agreement with IXM S.A. (“IXM”) to provide US$24 million in debt finance to the Company (the “Credit Agreement”), which will finance the Scotia Mine to commercial production. The completion of the Credit Agreement, Offtake Agreements, and funding the Scotia Mine is a major milestone for EDM, and our shareholders, and we look forward to many years of a successful partnership with IXM and our other stakeholders. IXM has also entered into offtake agreements with the Company to buy 100% of the zinc and lead concentrates produced at the Scotia Mine, for the first 10 years of production (the “Offtake Agreements”). The Credit Agreement makes US$24 million (approximately C$31 million) available to the Company until the earlier of the commencement of commercial production at the Scotia Mine and December 21, 2023. The loan will be repaid over a 33-month period commencing nine months after the initial drawdown. Interest on the loan is of 3-month USD SOFR + 6%. In addition, the Company has agreed to pay IXM an arrangement fee of US$180,000, and a monthly unused line fee of 2.4% (US$48,000 per month), which will total US$372,000 if the first drawdown occurs in January 2023. When the interest on the loan and these additional amounts are taken together, the effective interest rate paid is 10.38% per annum. The Scotia Mine will be fully financed through to commercial production, which is anticipated to commence in Q4 2023. The Credit Agreement is subject to shareholder approval, which will be sought at the upcoming AGM in August 2022. Our Board and Management Team expects this approval to be overwhelmingly endorsed.

On 5[th] October 2021, the Company closed a private placement issuing 1,969,697 common shares at $0.66 per share by way of a non-brokered private placement for a total purchase price of $1,300,000. Cash costs of the non-brokered private placements were $27,250.

In September 2021, 977,000 warrants with an exercise price of $0.55 were exercised, resulting in proceeds to the Company of $537,350.

In February 2021, 333,333 warrants with an exercise price of $0.50 were exercised, resulting in proceeds to the Company of $166,667.

On 29[th] May 2020, the Company closed a third and final tranche of a non-brokered private placement of units of the Company (“Units”), with previous tranches having been closed on 22[nd] April 2020 and 22[nd] May 2020. The aggregate gross proceeds of the private placement were $1,150,000 based on the issuance of 3,833,333 Units at a price of $0.30 per Unit. Each Unit consists of one common share of the Company and a common share purchase warrant (a “Warrant”). Each full Warrant is exercisable into a common share at a price of $0.50 per common share for a period of twenty-four months from the date of issue.

In connection with the private placement the Company paid cash finder’s fees of $18,759 and issued 62,531 compensation warrants as share issue costs, with each compensation warrant having the same terms as the Warrants issued as part of a Unit.

Directors, officers and other insiders of the Company subscribed 1,256,620 Units, for gross proceeds of $376,986.

In May 2020, the Company benefitted from a $40,000 Government of Canada Covid-19 “Canada Emergency Business Account” loan, administered by the Royal Bank of Canada. In January 2021, this loan

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

Page 14 of 23

was increased by $20,000, or $60,000 in aggregate. The proceeds of the loan are interest free until December 31, 2022, with a 25% balance forgiveness if repaid by that date. After December 31, 2022, the outstanding balance will accrue interest at 5% per annum and is due in full by December 31, 2025.

From time to time, the Company sells surplus or scrap equipment. During the year ended December 31, 2020, the Company realized $186,802 in net proceeds of equipment sales.

As of the date of this document, the Company’s financial instruments consist of cash, amounts receivable, cash held for reclamation, accounts payable and accrued liabilities, a loan payable and amounts due to related parties.

RISK FACTORS

The operations of the Company may require licenses and permits from various local, provincial, and federal governmental authorities. There can be no assurance that the Company will be able to obtain all necessary licenses and permits that may be required to carry out mineral exploration, development, or mining operations at its project.

Even if the Company’s exploration and development programs are successful, factors beyond the control of the Company may affect the marketability of any minerals discovered. The prices of mineral have historically fluctuated widely and are affected by numerous factors beyond the Company’s control, including international, economic and political trends, geopolitical conflicts, expectations for inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities, and worldwide production levels. The effect of these factors cannot accurately be predicted.

Risk Management Framework

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework and while retaining ultimate responsibility for them, it has delegated the authority for designing policies and systems that ensure the effective execution of the objectives and policies to the Company’s finance function.

(a) Market Risk

Market risk is the risk that changes in market prices will affect the fair value of future cash flows of a financial instrument. Market prices are comprised of three types of risk for the Company: currency risk, interest rate risk, and commodity price risk.

Currency Risk

Currency risk is the risk that fluctuation in exchange rates between the Canadian dollar or other foreign currencies will affect the Company’s financial results. The Company’s operations and financing activities are conducted primarily in Canadian dollars and as a result, it is not currently exposed to significant foreign currency risk. However, the Company may be exposed to currency risk in the future as the prices for the metals produced by the Company’s Scotia Mine, which is currently in care-and-maintenance, are sold throughout the world based principally upon the United

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

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States dollar price. The appreciation of the Canadian dollar against the United States dollar may reduce the Company’s future revenues relative to the costs at the Company’s operations, making such operations less profitable. As a result, currency fluctuations may affect its future operations, operating results, and cash flows when the Scotia Mine is restarted.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market interest rates. The Company is exposed to interest risk arising primarily from its cash held mainly in short-term interest-bearing accounts with Canadian chartered banks. The impact of a change in interest rates is not significant.

Commodity Price Risk

The success of the Company’s Scotia Mine and its other prospects will be primarily dependent on the future price of zinc and lead. Metal prices have historically been subject to significant price fluctuation. No assurance may be given that metal prices will remain stable and significant reductions or volatility in metal prices may have an adverse effect on the Company’s business, including the economic attractiveness of the Company’s projects, the Company’s ability to obtain financing and the amount of the Company’s revenue or profit or loss. Significant price fluctuations over short periods of time may be generated by numerous factors beyond the control of the Company, including domestic and international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities, and increases or decreases in production due to improved mining and production methods. The Company does not currently have an operating mine and does not have any derivative commodity contracts or other commodity-based risks in respect of operations.

(b) Credit Risk

Credit risk is the risk of an unexpected loss if a third party to a financial instrument fails to meet its contractual obligations. To minimize credit risk, cash is deposited in a Canadian chartered bank and may be redeemed on demand and cash held for reclamation is held by government authorities where credit risk is minimal. Amounts receivable primarily consists of GST/HST refunds amounting to $93,345 from the Canadian government. The Company monitors the collectability of its amounts receivable and has not had difficulty collecting amounts receivable. Consequently, management considers credit risk to be minimal.

(c)

Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses. The Company reviews its expenditure budgets against actual expenditures routinely to ensure there is sufficient working capital to discharge all financial obligations.

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

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OFF BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements as of the date of this document.

CONTINGENCY

Due to the worldwide COVID-19 outbreak, material uncertainties may come into existence that could influence management's going concern assumption. Management cannot accurately predict the future impact COVID-19 may have on:

  • Global metal prices;

  • 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 essential supplies;

  • Purchasing power of the Canadian dollar; and

  • Ability to obtain funding.

At the date of this document, the Canadian government has not introduced measures which impede the activities of the Company. Management believes the business will continue and accordingly, the current situation bears no impact on 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.

The outbreak of the novel strain of coronavirus, specifically identified as “COVID-19”, has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness, with some of them rebounding in a material way since the lows of March 2020. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. 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 and its operating subsidiaries in future periods, however the impact of the pandemic could impact the Company's ability to obtain financing to fund our planned activities. To date, the outbreak has had no significant impact on operations.

DECOMMISSIONING LIABILITY

The Company has estimated that the present value of future rehabilitation costs required to remediate the Scotia Mine facility based on its current state.

Although the ultimate amount of the rehabilitation liability is uncertain, the best estimate of these obligations is based on information currently available. Current significant closure and rehabilitation activities include dismantling and removing facilities, equipment removal and remediation of the mine site.

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

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The total amount of estimated undiscounted cash flow required to settle the Company’s estimated obligation as at September 30, 2022, was $8,666,355 (December 31, 2021 – $8,695,070). The calculation of present value of estimated future cash flows assumed a discount rate of 1.98% (2021 – 1.27%) and an inflation rate of 4.8% (2021 – 4.8%). Rehabilitation costs are estimated to be settled at various dates between 2029 and 2032.

The Company is required to make reclamation deposits in respect of its expected rehabilitation obligations as set out below.

The Company has agreed with the Province of Nova Scotia (Department of Natural Resources) to remediate the Scotia Mine facility to an agreed status at the end of the mining operations at the site; as a result the Company is required to make reclamation deposits in respect of this obligation. As at March 22, 2022, a $2,948,581 (December 31, 2021 – $2,940,195) cash bond, including accrued interest, is posted with the Province of Nova Scotia.

In addition, the Company has a reclamation bond with the Department of Environment and Climate Change for $194,088 (December 31, 2021 – $193,557), including accrued interest, which is required to address the potential replacement of domestic water supplies that could potentially be downgraded by mining operations.

In fiscal 2021, the Nova Scotia Business Inc. ("NSBI") held a reclamation bond in the amount of $100,000 in relation to the land which the Company leases from the organization in Sheet Harbour. The Company terminated its lease during the year ended December 31, 2020, and during the year ended December 31, 2021, $109,915 in site remediation costs were incurred in addition to the amount of the bond for a total of $209,915. During the year ended December 31, 2021, NSBI withheld the bond, pending determination of additional remediation costs which may be assessed to the Company, if any. As at December 31, 2021, and September 30, 2022, the Company continues to dispute the withholding of the bond. It is the Company's position that it has met if not exceeded its obligation.

SHARE CAPITAL

As at the date of this MD&A, the Company had the following securities issued and outstanding:

Common Shares 19,989,978
Stock Options 1,085,000 Exercisable at a price between $0.45 and $0.75
Warrants 0 Nil

In addition to the above, 138,739 restricted stock units (“RSUs”), vesting between August 2022, and November 2023, are outstanding as of the date of this document .

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

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DISCLOSURE CONTROLS AND PROCEDURES

Management has established processes, which are in place to provide them sufficient knowledge to support management representations that they have exercised reasonable diligence that:

  • (i) the consolidated 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 consolidated financial statements; and

  • (ii) the consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the periods presented by the consolidated financial statements.

In contrast to the certificate required under National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings (“NI 52-109”), the Company utilizes the Venture Issuer Basic Certificate which does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal controls over financial reporting (“ICFR”), as defined in NI 52-109. In particular, the certifying officers filing the Certificate are not making 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 financial statements for external purposes in accordance with the issuer's GAAP.

The Company’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 this 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.

MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL INFORMATION

The Company's consolidated financial statements are the responsibility of the Company's management and have been approved by the Board of Directors. The consolidated financial statements were prepared by the Company’s management in accordance with International Financial Reporting Standards. The consolidated financial statements include certain amounts based on the use of estimates and assumptions. Management has established these amounts in a reasonable manner, in order to ensure that the consolidated financial statements are presented fairly in all material respects.

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

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CURRENT GLOBAL FINANCIAL CONDITIONS AND TRENDS

Securities of mining and mineral exploration companies, including the common shares of the Company, have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments in Canada and globally, and market perceptions of the attractiveness of particular industries. The price of the securities of the Company is also significantly affected by short-term changes in commodity prices, base metal prices or other mineral prices, currency exchange fluctuation and the political environment in the countries in which the Company does business. As of September 30, 2022, the global economy continues to be in a period of significant volatility, in large part due to Asian, European, and American economic concerns, heightened inflation and correction in the equity markets and the Global pandemic that have impacted global economic growth, although the zinc market continues to be volatile, the favourable movement in the Canadian dollar relative to the US dollar has served to mitigate the volatility for domestic projects.

POTENTIAL DILUTION

The issue of common shares of the Company upon the exercise of stock options and/or the warrants will dilute the ownership interest of the Company’s current shareholders. The Company may also issue additional options and warrants or additional common shares from time to time in the future. If it does so, the ownership interest of the Company’s then current shareholders could also be diluted.

DEPENDENCE ON KEY PERSONNEL

The Company’s business and operations are dependent on retaining the services of a small number of key personnel. The success of the Company is, and will continue to be, to a significant extent, dependent on the expertise and experience of these people. The loss of one or more of these key people could have a materially adverse effect on the Company. The Company does not maintain insurance on any of its key people.

TRANSACTIONS WITH RELATED PARTIES

All transactions with related parties have occurred in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Except as noted, amounts with related parties are non-interest bearing, unsecured, payable on demand and have arisen from the provision of services and expense reimbursements described.

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

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Key Management Personnel Compensation

Management and key personnel compensation is as follows:

==> picture [401 x 171] intentionally omitted <==

----- Start of picture text -----

Nine months Nine months
Current Board of Directors, Offcers and Key
Ended Ended
Management Personnel
30-Sep-22 30-Sep-21
Rajesh Sharma - Director - -
Mark Billings - Director - -
Ashwath Mehra - Director - -
Mark Haywood - Chief Executive Officer 150,000 170,000
Christopher Hopkins -Chief Financial Officer 33,000 5,000
Simion Candrea - VP, Investor Relations 36,000 125,641
Robert Suttie - Chief Financial Officer 20,000 22,500
Share-based Compensation 151,942 57,904
Totals 390,942 381,045
----- End of picture text -----

The above noted transactions are in the normal course of business and are measured at the exchange amount, as agreed to by the parties, and approved by the Board of Directors in strict adherence to conflict of interest laws and regulations.

EVENTS OCCURING AFTER THE REPORTING DATE

There are no reportable events occurring after the reporting date which have not been disclosed herein.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Financial statements in conformity with IFRS require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting period. Actual results may differ from those estimates. A full description of the Company’s significant accounting policies may be found in Note 3 of the Company’s December 31, 2021, audited consolidated financial statements. A summary of the Company’s critical accounting estimates is set out below.

Exploration and Evaluation Assets and Property, Plant and Equipment

The Company reviews capitalized costs on its property interests on a periodic, or annual, basis and will determine whether any persuasive evidence exists that indicates impairment. In assessing impairment of exploration and evaluation properties, and associated property, plant and equipment, management makes certain assumptions about whether the capitalized costs are unlikely to be recovered in full from successful development or by sale.

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

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Decommissioning Liability

The Company conducts its operations in compliance with applicable laws and regulations governing protection of the environment. Reclamation and remediation obligations arise throughout the life of the Scotia Mine. The Company estimates future reclamation costs based on the level of current activity and estimates of costs required to fulfill its future obligations.

Share-based payments and Warrant Values

The Company utilizes the Black-Scholes Option Pricing Model (the “Black-Scholes”) to estimate the fair value of stock options granted to directors, officers and employees and to estimate the fair value of warrants issued in connection with private placements. The use of the Black-Scholes requires management to make various estimates and assumptions that impact the value assigned to the stock options including the forecast future volatility of the stock price, the risk-free interest rate, dividend yield and the expected life of the stock options. Any changes in these assumptions could have a material impact on the share-based payment calculation value.

FINANCIAL AND OTHER INSTRUMENTS

The carrying values of cash, amounts receivable, cash held for reclamation, accounts payable and accrued liabilities, and amounts due to related parties approximate their fair value due to the short-term nature of these instruments, or in the case of reclamation deposits, the rate of interest being applied on the funds deposited.

Other than those described above, the Company does not own, hold or have any material interest in, or liability associated with, any other financial instrument. For a full description of the Company’s financial instruments, and policies utilized therein, please refer to Note 18 of the Company’s December 31, 2020, audited consolidated financial statements.

DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

Office and General expenses for the nine months ended September 30, 2022 and 2021 are comprised of the following:

Expense Category 2022 2021
Office and General ($) ($)
Bank Charges 1,577 5,470
Computer and Information Technology 798 45
Insurance 11,911 38,533
Travel 9,937 8,032
PropertyTax 21,342 41,763
Utilities 7,386 8,909
General and Other 178,165 12,054
Total Expenses 231,117 114,806

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

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ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR (www.sedar.com).

FORWARD LOOKING STATEMENTS

This MD&A contains forward-looking statements within the meaning of Canadian securities legislation. Forwardlooking statements include, but are not limited to, statements with respect to the closing of the Transaction, the future price of metals, the estimation of Mineral Reserves and Resources, the realization of Mineral Reserve and Resource estimates, the timing and amount of estimated future production, costs of production and capital expenditures, costs and timing of the development of deposits, success of exploration activities, permitting time lines, currency fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation expenses, the possibility of title disputes or claims, limitations on insurance coverage, and the timing and possible outcome of pending litigation. In certain cases, forward-looking statements can be identified by the use of words such as “plans,” “expects” or “does not expect,” “is expected,” “budget,” “scheduled,” “estimates,” “forecasts,” “intends,” “anticipates” or “does not anticipate,” or “believes,” or variations of such words and phrases or statements that certain actions, events or results “may,” “could,” “would,” “might” or “will be taken,” “occur” or “be achieved.”

Forward-looking statements and other information contained in this MD&A concerning the mining industry and our general expectations concerning the mining industry are based on estimates prepared by us using data from publicly available industry sources as well as from market research and industry analysis and on assumptions based on data and knowledge of this industry which we believe to be reasonable. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While we are not aware of any misstatements regarding any industry data presented in this MD&A, the mining industry involves risks and uncertainties and is subject to change based on various factors. Forwardlooking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. We believe that the assumptions and expectations reflected in such forward-looking information are reasonable. Assumptions have been made regarding, among other things, our ability to carry on exploration and development activities, the timely receipt of required approvals, the price of zinc, lead and other metals, our ability to operate in a safe, efficient and effective manner and our ability to obtain financing as and when required and on reasonable terms. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions that may have been used.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and other factors include, among others, risks related to operations; risks associated with current exploration and development activities; uncertainties associated with conclusions of economic evaluations; changes in project parameters as plans continue to be refined; assumptions related to the future prices of metals; possible variations in Mineral Reserves or Mineral Resources, the grade of contained metals or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities; and risks

EDM Resources Inc. (formerly ScoZinc Mining Ltd.) Management's Discussion and Analysis For the Nine months Ended September 30, 2022 Expressed in Canadian Dollars Dated: November 29, 2022

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related to joint venture operations. Although we have attempted to identify important factors that could affect us and may cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A. We do not undertake any obligation to release publicly any revisions to these forwardlooking statements to reflect events or circumstances after the date of this MD&A to reflect the occurrence of unanticipated events save and except as required by applicable securities laws.