EDM Resources Inc. — Management Reports 2020

Aug 27, 2020

ScoZinc Mining Ltd. Management's Discussion and Analysis For the Six Months Ended June 30, 2020 Expressed in Canadian Dollars Dated: August 26, 2020

Page 1 of 16

The following management’s discussion and analysis (“MD&A”) of the financial condition and results of operations of ScoZinc Mining Ltd. (“ScoZinc” or the “Company”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the six months ended June 30, 2020. This MD&A has been prepared in compliance with the requirements of National Instrument 51102 – 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, 2019 as well as the unaudited interim consolidated financial statements for the six months ended June 30, 2020, together with the notes thereto. Information contained herein is presented as at August 26, 2020, 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 ScoZinc’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.

ScoZinc is a Canadian based zinc-lead exploration and mine development company with mineral deposits and mineral processing facilities in Nova Scotia, Canada.

OUTLOOK

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

Highlights of the PFS (“2020 PFS”) are provided in the table overleaf, with additional details of the NI 43101 Technical Report available on www.sedar.com under ScoZinc’s profile.

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, 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. Further to these cost savings, the Board of Directors also resolved to eliminate their directors’ fees, effective from 1[st] January 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 April 22, 2020 and consisted of the sale of 1,678,011 Units for gross proceeds of C$503,403.30, and the second tranche (the “Second Tranche”) closed on May 22, 2020 and consisted of the sale of 1,645,368 Units for gross proceeds of C$493,610.40. The Third Tranche consisted of the sale of 509,954 units for the gross proceeds of C$152,986.20. The Third Tranche, the Second Tranche and the First Tranche comprise the Offering consisting of the sale of an aggregate of 3,833,333 Units for aggregate gross proceeds of C$1,150,000.

ScoZinc Mining Ltd. Management's Discussion and Analysis For the Six Months Ended June 30, 2020 Expressed in Canadian Dollars Dated: August 26, 2020

Page 2 of 16

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 17[th] December 2019, the Company announced a new mineral resource estimate (“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, the PFS will produce an independent NI 43-101 technical report, including new mineral reserve estimates.

During the third quarter of fiscal 2019, ScoZinc’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. Our new head office address is provided on our website.

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

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

On August 21, 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. Joe Ringwald, both effective August 20, 2019.

ScoZinc Mining Ltd. Management's Discussion and Analysis For the Six Months Ended June 30, 2020 Expressed in Canadian Dollars Dated: August 26, 2020

Page 3 of 16

On April 3, 2018, the Company executed a strategic term sheet with MRI Trading AG (“MRI”). The terms include:

1. Life of mine offtake agreement for lead and zinc concentrates;

2. CDN$14M debt at competitive terms; and

3. CDN$1M as an equity “lead order” for a planned financing.

The debt and equity components provide for over half of the required funds to recommence mining and milling operation. The offtake agreement provides competitive terms for 333,000 wmt of zinc concentrate and 133,000 wmt of lead concentrate from the Company’s Scotia Mine in Nova Scotia. Due diligence was completed awaiting discussions on final terms after completion of the PFS. Considerable interest was shown in ScoZinc’s high-quality concentrate with numerous competing parties offering terms for the project’s zinc and lead concentrates. MRI was selected following collaborative negotiations due to their familiarity and history with the project, their willingness to include an equity investment in the Company, favorable debt terms and ability to quickly complete the transaction in support of restarting operations as soon as possible.

PROPERTY INFORMATION, COMPLETED ACTIVITIES AND OUTLOOK

Scotia Mine

On May 31, 2011, the Company completed the $10 million acquisition of all shares and assets of 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 October 7, 2011. Subsequently, a new inventory of mineral resources was published in a technical report to NI 43-101 standards on October 9, 2012.

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 favourable geologic lithologies known to host zinc-lead mineralization as exemplified by former producing mines.

ScoZinc Mining Ltd. Management's Discussion and Analysis For the Six Months Ended June 30, 2020 Expressed in Canadian Dollars Dated: August 26, 2020

Page 4 of 16

On May 18, 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, ScoZinc 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.

On December 21, 2012, the Company reported an update to the PEA technical report published in the October 7, 2011. The updated PEA was based on the Mineral Resource disclosed on October 9, 2012 that reported a 55% increase in Measured Mineral Resources and 65% increase in Indicated Mineral Resources in the Main and Northeast pits relative to the Mineral Resource utilized in the prior PEA. The study outlined a conceptual mine life of more than seven years from the Main and Northeast open pits only, whereas the previous PEA reported a similar mine life but also considered the inclusion of the Company’s nearby Getty deposit. A second update to the PEA was published in June 2013 that incorporated the results of a metallurgical test work program completed in the second quarter of 2013. This updated PEA also considered the inclusion of a small underground mining operation to extract higher grade mineralization. A summary discussion of that revision to the PEA is provided in the Company’s June 11, 2013 news release.

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, “ScoZinc’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 December 19, 2017 and the NI43-101 technical report with 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 environment was expected for the foreseeable future, the Company initiated efforts to raise funds for restarting operations.

On October 22, 2018, the Company announced it had completed additional technical and economic optimization studies to update the February 2018 Preliminary Economic Assessment (“PEA”) on its whollyowned Scotia Mine in Nova Scotia, Canada. Project returns remain very robust as increased throughput, lower Canadian dollar assumption and lower initial capital largely offset lower metal price assumptions. (see October 22, 2018 press release). With the completion of the 2019 MRE and the 2020 PFS, the PEA is now redundant.

On 17[th] December 2019, the Company announced a new mineral resource estimate (“2019 MRE”) which effectively doubled the total measured and indicated resources applied in all past PEAs on the Scotia Mine.

ScoZinc Mining Ltd. Management's Discussion and Analysis For the Six Months Ended June 30, 2020 Expressed in Canadian Dollars Dated: August 26, 2020

Page 5 of 16

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. 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 July 7, 2020, the Company announced the results of the Preliminary Feasibility Study (“2020 PFS”) including its first NI 43-101 Mineral Reserve Estimate. The 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 ScoZinc’s profile on July 29, 2020.

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.

	Jun 30	Mar 31	Dec. 31	Sep 30	Jun 30	Mar 31	Dec 31	Sep 30
	2020	2020	2019	2019	2019	2019	2018	2018
Interest income	(9)	(9)	(48)	(9)	(9)	(9)	(7)	10
Loss for the
period	(380)	(320)	(482)	(510)	(249)	(252)	(346)	(381)
Loss per share	(0.06)	(0.03)	(0.04)	(0.07)	(0.04)	(0.05)	(0.08)	(0.08)

RESULTS OF OPERATIONS

Results of Operations for the Three Months Ended June 30, 2020 vs. Three Months ended June 30, 2019

The loss from operating activities in the three months ended June 30, 2020 was $380,370, compared to a loss of $248,603 incurred during the comparative three months ended June 30, 2019.

Consulting expenses increased marginally to $40,116 for the three months ended June 30, 2020 from $22,725 for the comparative three months ended June 30, 2019 as the Company incurred additional charges by third party consultants for the preparation of the Scotia Mine’s Pre-Feasibility Study.

ScoZinc Mining Ltd. Management's Discussion and Analysis For the Six Months Ended June 30, 2020 Expressed in Canadian Dollars Dated: August 26, 2020

Page 6 of 16

Legal and accounting fees decreased to $31,789 for the three months ended June 30, 2020 from $34,664, for the three months ended June 30, 2019, driven by a reduced utilization of general corporate counsel, and a reduction in outsourced accounting services.

Salaries and benefits increased by $28,567 over the comparative three months ended June 30, 2019 to $126,511 from $97,944 due the preparation of the Scotia Mine’s Pre-Feasibility Study.

Office and general increased to $51,200 for the three months ended June 30, 2020 from $24,536 for the three months ended June 30, 2019, driven by the cyclical nature of general and consumable expenditures including increased insurance premiums.

Share-based payments expense increased to $22,831 during the three months ended June 30, 2020 from $nil expensed during the three months ended June 30, 2019, reflective of the graded recognition of the value of stock options granted to new and existing officers and directors during current and prior periods. There were no grants in the comparative period.

Interest income declined marginally from $9,133 in the comparative period to $8,842 during the current period, driven by an interest adjustment on the Company’s remediation and water bonds.

Overall the Company experienced an increase in in operational expenditures over the comparative three months ended June 30, 2019 due to the Scotia Mine Pre-Feasibility Study and care and maintenance activities on the mine site. As the Company moves toward a commercial production decision at the Scotia Mine, salaries, operational costs and use of third party consultants will increase.

Results of Operations for the Six Months Ended June 30, 2020 vs. Six Months ended June 30, 2019

The loss from operating activities in the six months ended June 30, 2020 was $700,372, compared to a loss of $500,144 incurred during the comparative six months ended June 30, 2019.

Consulting expenses increased marginally to $70,949 for the six months ended June 30, 2020 from $47,069 for the comparative six months ended June 30, 2019 as the Company incurred additional charges for third party consultants working on the Pre-Feasibility Study.

Legal and accounting fees decreased to $49,946 for the six months ended June 30, 2020 from $64,245, for the six months ended June 30, 2019, driven by a reduced utilization of general corporate counsel, and a reduction in outsourced accounting services.

Salaries and benefits increased by $190,348 over the comparative six months ended June 30, 2019 to $398,599 from $208,251 due an increase in utilization of staff on the mine site.

Office and general increased to $115,252 for the six months ended June 30, 2020 from $62,113 for the six months ended June 30, 2019, driven by the cyclical nature of general and consumable expenditures.

Share-based payments expense increased to $46,867 during the six months ended June 30, 2020 from $3,745 expensed during the six months ended June 30, 2019, reflective of the graded recognition of the value of stock options granted to new and existing officers and directors during current and prior periods. There were no grants in the comparative period, with a small residual vesting charge from a previous grant.

Interest income declined marginally from $18,193 in the comparative period to $17,877 during the current period, driven by an interest adjustment on the Company’s remediation and water bonds.

ScoZinc Mining Ltd. Management's Discussion and Analysis For the Six Months Ended June 30, 2020 Expressed in Canadian Dollars Dated: August 26, 2020

Page 7 of 16

During the six months ended June 30, 2020, the Company the Company issued 150,000 common shares (ascribed a fair value of $66,000) to the Company’s former CEO to settle $197,190 in accrued liabilities owed to the former CEO resulting in a gain on settlement of debt of $131,190 recognized on the Company's statement of loss on comprehensive loss.

Overall the Company experienced an increase in in operational expenditures over the comparative six months ended June 30, 2019. As the Company moves toward a commercial production decision at the Scotia Mine, salaries, operational costs and use of third party consultants will increase.

LIQUIDITY AND CAPITAL RESOURCES

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

As at June 30, 2020 the Company reported working capital of $297,654 (December 31, 2019 –$198,556). 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 has sufficient liquidity to fund operational expenses for all of 2020, but insufficient to commence commercial production at the Scotia Mine. 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, in addition to the results of the Company’s exploration programs. 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.

On May 29, 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 April 22, 2020 and May 22, 2020. The aggregate gross proceeds of the private placement was $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.

ScoZinc Mining Ltd. Management's Discussion and Analysis For the Six Months Ended June 30, 2020 Expressed in Canadian Dollars Dated: August 26, 2020

Page 8 of 16

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. The proceeds of the loan are interest free until December 31, 2022 with a 25% balance forgiveness if repaid by that date.

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, 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 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-andmaintenance, are sold throughout the world based principally upon the United 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

ScoZinc Mining Ltd. Management's Discussion and Analysis For the Six Months Ended June 30, 2020 Expressed in Canadian Dollars Dated: August 26, 2020

Page 9 of 16

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 $113,218 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.

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 COVID19 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;

ScoZinc Mining Ltd. Management's Discussion and Analysis For the Six Months Ended June 30, 2020 Expressed in Canadian Dollars Dated: August 26, 2020

Page 10 of 16

• Purchasing power of the Canadian dollar; and

• • Ability to obtain funding.

At the date of the approval of these consolidated financial statements, 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. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The duration and impact of the COVID-19 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.

DECOMMISSIONING LIABILITY

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 ScoZinc 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 June 30, 2020, a $2,890,669 (December 31, 2019 – $2,874,286) cash bond, including accrued interest, is posted with the Province of Nova Scotia.

In addition, the Company has a reclamation bond with the Nova Scotia Department of Environment for $190,381 (December 31, 2019 – $189,330), including accrued interest, which is required to address the potential replacement of domestic water supplies that could potentially be downgraded by mining operations.

Nova Scotia Business Inc. holds a reclamation bond in the amount of $100,000 (December 31, 2019 - $100,000) in relation to the land, which the Company leases from the organization in Sheet Harbour. The bond will be held until the current lease agreement expires on April 1, 2028.

ScoZinc Mining Ltd. Management's Discussion and Analysis For the Six Months Ended June 30, 2020 Expressed in Canadian Dollars Dated: August 26, 2020

Page 11 of 16

SHARE CAPITAL

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

Common shares: 14,084,794 Stock options Exercisable at a price between $0.45 - $1.35 915,000 per option, of which 693,167 are vested and exercisable. Warrants 8,232,864 Exercisable at a price between $0.50 and $1.50

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.

ScoZinc Mining Ltd. Management's Discussion and Analysis For the Six Months Ended June 30, 2020 Expressed in Canadian Dollars Dated: August 26, 2020

Page 12 of 16

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.

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 June 30, 2020, the global economy continues to be in a period of significant volatility, in large part due to Asian, European, and American economic concerns 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.

ScoZinc Mining Ltd. Management's Discussion and Analysis For the Six Months Ended June 30, 2020 Expressed in Canadian Dollars Dated: August 26, 2020

Page 13 of 16

Key Management Personnel Compensation

Management and key personnel compensation is as follows:

Current Board of Directors, Officers and Key Management Personnel	Six Months Ended June 30, 2020	Six Months Ended June 30, 2019
Victor Lazarovici-Director	$ nil	$ 12,500
Louis G. Montpellier-Former Director	nil	12,500
Christopher Hopkins-Director	nil	12,500
Michael Surratt-Director	nil	12,500
Mark Billings-Director	nil	Nil
Ashwath Mehra-Director	nil	Nil
Joe Ringwald-Former CEO	nil	43,931
Mark Haywood-Current CEO	93,333	Nil
Robert Suttie-Chief Financial Officer	15,000	15,000
Share-based Compensation	64,586	Nil
Totals	$ 172,919	$ 108,931

Transactions with key management personnel comprise compensation of key management personnel as follows:

During the three and six months ended June 30, 2020, the Company expensed $7,518 and $24,123, respectively (three and six months ended June 30, 2019 - $22,401 and $47,144, respectively) to Marrelli Support Services Inc. (“Marrelli Support”) and DSA Corporate Services Inc. (the “DSA”), together known as the “Marrelli Group” for:

• (i) Robert D.B. Suttie, President of Marrelli Support, to act as Chief Financial Officer (“CFO”) of the Company;

• (ii) Bookkeeping and office support services;

• (iii) Regulatory filing services; and

• (iv) Corporate secretarial services.

Marrelli Support is also reimbursed for out of pocket expenses.

As at June 30, 2020, amounts due to related parties totaled $59,468 (December 31, 2019 - $52,768) pertaining to amounts payable for key management remuneration, director's fees, support services from the Marrelli Group, and reimbursement of expenses paid on behalf of the Company.

See also note 11(b) of the Company’s June 30, 2020 condensed interim consolidated financial statements.

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.

PROPOSED TRANSACTIONS

There is no imminent decision by the Board of Directors of the Company with respect to any transaction beyond what is contemplated in this document.

ScoZinc Mining Ltd. Management's Discussion and Analysis For the Six Months Ended June 30, 2020 Expressed in Canadian Dollars Dated: August 26, 2020

Page 14 of 16

EVENTS OCCURING AFTER THE REPORTING DATE

There are no reportable events occurring after the reporting date which have not been reflected in this document.

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, 2019 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.

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 (“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 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.

ACCOUNTING PRONOUNCEMENTS ADOPTED DURING THE PERIOD

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.

This standard was adopted on January 1, 2020, with no impact on the Company's condensed interim consolidated financial statements.

ScoZinc Mining Ltd. Management's Discussion and Analysis For the Six Months Ended June 30, 2020 Expressed in Canadian Dollars Dated: August 26, 2020

Page 15 of 16

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.

This standard was adopted on January 1, 2020, with no impact on the Company's condensed interim consolidated financial statements.

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, 2019 audited consolidated financial statements.

DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

Office and General expenses for the six months ended June 30, 2020 and 2019 are comprised of the following:

Six Months Ended June 30,	2020	2019
	($)	($)
Bank Charges	4,414	2,026
Computer and information technology	1,809	4,248
Insurance	42,865	7,193
Travel	3,633	950
Propertytax	20,744	21,599
Utilities	15,212	16,672
General	26,575	9,425
	115,252	62,113

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR (www.sedar.com) and on the Company’s website at www.ScoZinc.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

ScoZinc Mining Ltd. Management's Discussion and Analysis For the Six Months Ended June 30, 2020 Expressed in Canadian Dollars Dated: August 26, 2020

Page 16 of 16

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, forwardlooking 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. Forward-looking 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 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 forward-looking 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.