Element 29 Resources Inc. - Interim / Quarterly Report 2022

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Management’s Discussion and Analysis Third Quarter Ended September 30, 2022

(Expressed in Canadian dollars, except per share amounts and where otherwise noted)

November 10, 2022

This Management’s Discussion and Analysis ("MD&A") should be read in conjunction with the condensed consolidated interim financial statements for the period ended September 30, 2022 and related notes thereto which have been prepared in accordance with IFRS 34, Interim Financial Reporting of the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board, as well as the annual audited consolidated financial statements for the year ended December 31, 2021, which are in accordance with IFRS, and the related MD&A. References to “E29” and the “Company” are to Element 29 Resources Inc. and/or one or more of its wholly-owned subsidiaries. Further information on the Company is available on SEDAR at www.sedar.com. Information is also available on the Company’s website at www.e29copper.com. Information on risks associated with investing in the Company’s securities is contained in this MD&A. Technical and scientific information under National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”) concerning the Company’s material properties are located in their respective technical reports: technical and scientific information regarding the Flor de Cobre Project (the “Flor de Cobre Project”) is contained in the technical report titled “NI 43-101 Technical Report Flor de Cobre Property Arequipa and Moquegua Regions, Peru” with an effective date of March 15, 2020, prepared for the Company by Derrick Strickland ( P.Geo.) (the “Flor de Cobre Technical Report”) and a table of historical drilling results prepared for the Company by Christopher Keech (P.Geo); and technical and scientific information regarding the Elida Project (“Elida Project”) is contained in the technical report titled “NI 43-101 Technical Report Elida Property, Peru” with an effective date of February 15, 2020 prepared for the Company by Derrick Strickland (P.Geo.) (the “Elida Technical Report”) and a table of historical drilling results prepared for the Company by Christopher Keech (P.Geo.). The disclosure in this MD&A of scientific and technical information regarding the Company’s other mineral projects has been reviewed and approved by Paul Johnston (P.Geo.), the Vice President of Exploration of the Company. Each of Mr. Strickland, Mr. Keech, and Mr. Johnston are a "Qualified Person" for the purposes of NI 43-101.

COMPANY BACKGROUND

Element 29 is a Canadian resource company engaged in the exploration and development of mineral resource properties in Peru. The Company is exploring for copper (“Cu”), molybdenum (“Mo”), gold (“Au”), silver (“Ag”), and other metals including lead (“Pb”), and zinc (“Zn”). At present, none of the Company’s mineral properties are at a commercial development or production stage. The Company’s objective is to confirm, delineate, and develop the copper mineralization at its Flor de Cobre property (“Candelaria”). At the Elida porphyry copper project, the Company plans to explore and expand on the Cu, Mo, and Ag mineralization intersected in Target 1 (see Elida Copper Project) and drill test the four other porphyry targets located on the project.

The Company also holds two other projects; the Pahuay Copper Project, and the Muñaorjo Copper Project, which are both located in Peru.

The Company was incorporated in British Columbia on August 30, 2017. The Company’s corporate headquarters is in Vancouver, British Columbia, Canada. Field operations are conducted out of a local office in Peru. On December 7, 2020, the Company’s common shares commenced trading on the TSX Venture Exchange (“TSX-V”) under the symbol “ECU”. On February 4, 2021, the Company’s common shares commenced trading on the Frankfurt Stock Exchange (“FSE”) under the trading symbol “2IK”. On May 27, 2021, the Company commenced trading on the Over-the-Counter OTCQB Venture Market (“OTCQB”) under the symbol “EMTRF”.

The Company has three wholly-owned subsidiaries; Candelaria Resources SAC, Elida Resources SAC, and Pahuay Resources SAC, all of which were incorporated under the laws of Peru (the “Subsidiaries”).

Element 29 is led by a seasoned team of mining, corporate finance and corporate governance professionals, who have the experience to advance the Company’s projects and generate value for Element 29’s shareholders.

HIGHLIGHTS

The Company’s strategy is to further explore the copper mineralization, and transition through to advanced exploration and engineering studies towards potential development.

Flor de Cobre Copper Project (Peru)

On September 7, 2022, the Company announced the results of the final three holes from the recently completed 4,532 metre (“ m ”), twelve-hole drill program at the Flor de Cobre Copper Project. Drilling highlights included:

Q3 2022 MD&A (expressed in Canadian Dollars, except where otherwise noted)

Drillhole FDC011, located along the northwest margin of the permitted drilling area intersected 329.4 m of 0.56% Cu from 183.1 m, including 100.1 m of 0.99% Cu of enriched mineralization.
Drillhole FDC012 intersected 393.1 m of 0.51% Cu, 0.005% Mo, 1.5 g/t Ag from 79.9 m including 152.1 m of 0.82% Cu of enriched mineralization.
These angled drillholes add confidence to the position and geometry of the Candelaria Porphyry Complex (“Candelaria”) and presence of elevated copper grades within the primary sulphide mineralization.
The Candelaria Porphyry Complex is untested to the northwest, toward the large Atravesado porphyry target (“Atravesado”) area.

Elida Copper Project (Peru)

On September 27, 2022, the Company announced the completion of an initial independent Inferred Mineral Resource estimate (“Mineral Resource”) at its Elida porphyry copper-molybdenum deposit (“Elida”) in west-central Peru. This Mineral Resource was completed on just one of five porphyry centres at Elida and provides a solid foundation for future engineering studies as well enhancement and expansion through ongoing exploration. Elida Mineral Resource Highlights include:

Pit-constrained, Inferred Mineral Resource Estimate of 321.7 million tonnes grading 0.32% Cu (for a total of 2.24 billion pounds of contained copper) plus 0.029% Mo and 2.6 g/t Ag, using a 0.20% Cu cut-off grade and low modeled strip ratio of 0.74:1 (waste: mineralized material).
A near surface, higher-grade subset of the Mineral Resource consisting of 34.1 million inferred tonnes at 0.55% Cu, 0.037% Mo, and 4.4 g/t Ag (at a cut-off grade of 0.45% Cu) has potential to be mined with minimal stripping in the initial years of mining.
Significant Mo and As grades have the potential to enhance the economics of the deposit, subject to metallurgical test work.

On October 13, 2022, the Company commenced an approximately 2,000 m Phase 2 drill program at Elida with the following objectives:

Test for extensions of identified higher-grade mineralization internal to the Zone 1 deposit, specifically where a near surface, higher-grade subset of the Mineral Resource consisting of 34.1 million inferred tonnes at 0.55% Cu, 0.037% Mo, and 4.4 g/t Ag (at a cut-off grade of 0.45% Cu) was highlighted and has potential to be mined with minimal stripping in the initial years of mining; and
Undertake an initial test of Zone 2 where veined and leached porphyry is exposed.

Corporate

The Company’s financial highlights for the quarter included:

For the three and nine months ended September 30, 2022, the operating loss was $811,932 and $3,200,857, respectively, compared to an operating loss of $691,449 and $2,451,355 in the comparative periods of 2021;
For the three and nine months ended September 30, 2022, operating cash outflow before non-cash working capital changes was $351,972 and $1,455,796, respectively, compared to an operating cash outflow before non-cash working capital changes of $406,450 and $1,514,709, respectively, in the comparative period of 2021; and
As at September 30, 2022, the cash balance was $2,347,350 and the working capital balance was $2,198,837.

2022 REVIEW AND OUTLOOK

Flor de Cobre

Company commenced a 3,700 m drill program (“Flor de Cobre Drill Program”) at the Flor de Cobre Copper Project as announced on February 3, 2022 and completed 4,532 m of drilling in May 2022. The objectives of the drill program

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Q3 2022 MD&A (expressed in Canadian Dollars, except where otherwise noted)

were to verify the historical Cu resource estimate of 57.4 million tonnes of 0.67% Cu associated with a supergene enrichment blanket formed on the Candelaria porphyry (“Candelaria”) and to explore for primary Cu sulphide mineralization under the enrichment blanket to depths of over 500 m. Nine historical drill holes were selected for twinning and results of the twin holes completed by Element 29 have demonstrated the reliability of the historical drill hole results such that this historical information can be considered sufficiently accurate to be reliable. Mineralization intersected in the Element 29 core holes verifies the mineralization that was intersected in the historical Rio Amarillo and Phelps Dodge drill holes. Thus, historical information can be incorporated into a drill hole database used for a mineral resource estimate that meets the current CIM best practice guidelines.

The Company continues to progress drill permitting on the Atravesado porphyry target (“Atravesado”) in preparation for initial drill-testing of a priority porphyry target supported by coincident outcrop geology, surface geochemistry, and geophysical response.

Elida

The Company completed a drilling program in December 2021 (“Elida Drill Program”) consisting of seven diamond drill holes totaling 4,481.4 m to test Zone 1 within the Elida porphyry cluster. Results of the first 2 drill holes were reported on October 18, 2021 and a second batch of 2 drill holes were released on November 15, 2021. The final three drill holes were reported on January 19, 2022. Drilling results were used to complete an initial Mineral Resource Estimate of Zone 1 in accordance with CIM Definition Standards for Mineral Resources and Mineral Reserves (2014). Exploration planned for later in 2022 will be designed to test the unexplored segments of Zone 1 and complete initial drill testing of the Zone 2 porphyry centre.

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Q3 2022 MD&A (expressed in Canadian Dollars, except where otherwise noted)

PROJECT DETAILS - PERU

FLOR DE COBRE COPPER PROJECT

The Company owns 100% of the Flor de Cobre Copper Project. In addition, the Company has the option to earn 100% of certain concessions (“Candelaria concessions”) from a Peruvian vendor of 127.12 hectares.

The Company can earn 100% interest in the Candelaria concessions at Flor de Cobre by making option payments to the vendor in the total amount of approximately US$5 million over five years between 2020 and 2024. As of the date of this MD&A, the Company has paid US$1.4 million. An additional US$6 million payment would be due on completion of a positive detailed feasibility study for the concession area.

The Flor de Cobre Property is in the Southern Peru Copper Belt, which is host to numerous porphyry copper deposits, including the Cerro Verde copper-molybdenum mine operated by Freeport-McMoRan; the Cuajone and Toquepala copper-molybdenum mines operated by Southern Copper; and the Quellaveco copper-molybdenum mine operated by Anglo American (Figure 1). Flor de Cobre is 5 kilometres (“ km ”) northwest of the Chapi Mine and 26 km southeast of the Cerro Verde Mine. The property contains the Candelaria historic copper resource first identified in the 1960s and was the site of an historical small-scale copper mining operation since that time.

Flor de Cobre is located 35 km southeast of Arequipa at a modest elevation of ~2,700 m with excellent infrastructure for mine development with respect to roads, power lines and port access (Figure 1 and Figure 2).

Figure 1. Flor de Cobre Project location.

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Q3 2022 MD&A (expressed in Canadian Dollars, except where otherwise noted)

Figure 2. Regional setting and infrastructure.

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The Flor de Cobre property is made up of seven mining concessions and two concession applications totalling 1,927 hectares. Individual concessions are shown in Figure 3.

Figure 3. Flor de Cobre Property concession map.

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Q3 2022 MD&A (expressed in Canadian Dollars, except where otherwise noted)

Candelaria Historic Copper Resource

Historical drilling by prior operators in the Candelaria area was very limited in scope, but led to the discovery of a historic resource of 57.4 million tonnes at a grade of 0.67% Cu, using a 0.2% Cu cut-off grade in the near-surface supergene enrichment zone containing secondary copper oxides and sulphide, the majority of which is on the property. The property also covers a second porphyry Cu target (“Atravesado”) located 1.5 km northwest of Candelaria (Figure 4).

The source of the historical resource estimate is the report Rio Amarillo Mining Ltd. – Candelaria Porphyry Copper Deposit, Arequipa, Peru, Mineral Reserve Estimate, 1996. This historical estimate is relevant to the Flor de Cobre Property as it suggests supergene-enriched mineralization of interest may be present at Candelaria. The parameters, assumptions and methods used to calculate the historical estimate are unknown. Additionally, the historical estimate does not use the resource categories described in CIM Definition Standards for Mineral Resources and Mineral Reserves (2014) and the differences to the CIM categories are unknown. It is also unclear what portion of this historical resource estimate is within the current Flor de Cobre property configuration. A Qualified Person has not done sufficient work to classify the historical estimate as a current mineral resource, and it is unclear what work might be required to confirm the resource. For these reasons, the historical resource has not been verified by the Company and the Company is not treating the historical estimate as a current mineral resource.

Property Geology

The Flor de Cobre property is interpreted to host a porphyry copper-molybdenum system called the “Candelaria Porphyry”, which possesses geological characteristics like other porphyry deposits in the Southern Peru Copper Belt (Figure 1). Two distinct forms of mineralization are recognized:

a) Hypogene sulphide mineralization including disseminated and veinlet-controlled chalcopyrite and molybdenite distributed within quartz monzonite porphyry stocks and their immediate wall rocks; and
b) Supergene mineralization containing secondary copper oxides and sulphides formed by weathering and redistribution of primary hypogene copper mineralization into sub-horizontal, tabular bodies located beneath remnants of a leached cap that has been dissected through erosion. Chalcocite is the dominant secondary sulphide mineral, with malachite, chrysocolla, and tenorite as the most abundant Cu oxide minerals.

The Cu mineralization outlined at Candelaria is associated with a complex of quartz monzonite porphyry stocks that have intruded into Jurassic to early Cretaceous siliciclastic sedimentary rocks. These porphyry stocks and adjacent sedimentary rocks contain early generations of quartz veins (A-type veins) and are synchronous with potassic alteration. This early stage of veining and alteration is overprinted by a phyllic alteration event with associated D-type quartz veins. The exhumation and weathering of these phyllic-altered porphyries and adjacent host rocks have resulted in the leaching and redistribution of copper predominantly as secondary chalcocite into a supergene enrichment blanket, which forms most of the historical copper resource. The supergene enrichment blanket has approximate dimensions of 850 x 1,000 m, ranges in thickness from 5 m up to 126 m and is located less than 200 m from surface at the base of a hematite leached zone.

Previous exploration by Rio Amarillo during the 1990s focused primarily on the delineation of supergene Cu mineralization at Candelaria with very little interest in exploring for lower grade primary copper sulphides at depth below the supergene enrichment blanket. Several drill holes extended below the supergene enrichment blanket into the mineralized porphyry stocks. These results suggest the quartz monzonite porphyry stocks are well mineralized below the supergene enrichment blanket and have the potential to host a sizeable hypogene copper system at depth.

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Q3 2022 MD&A (expressed in Canadian Dollars, except where otherwise noted)

Figure 4. Chargeability response at 200 m depth on the Flor de Cobre Property with copper in outcrop geochemistry.

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Atravezado
Candelaria
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2022 Flor De Cobre Drill Program

The Company completed a 4,532 m diamond drilling program in May 2022 with the objective of twinning nine historical drill holes to verify the historical copper resources estimate associated with a supergene enrichment blanket formed on the Candelaria porphyry complex and to explore for primary Cu sulphide under the enrichment blanket to depths of over 500 m. Drill collar locations for the 2022 drilling program are given in Table 1. Based on Element 29’s assessment, the geochemical assay results from the nine historical drill holes outlined in Figure 5, below, make up approximately 70% of the total Cu metal content from the historical supergene Cu resource. The potential verification of these assay results would provide the level of confidence needed for the completion of a resource estimate that would meet CIM Definition Standards for Mineral Resources and Mineral Reserves (2014). Metallurgical test work will be planned on drill core samples and assay reject material from the Candelaria Program to investigate mineral processing alternatives, including low-cost leaching and SXEW processing.

Throughout the drilling program, local community members were employed to assist with site preparations and ongoing drilling operations. To protect against community spread of COVID-19, the Company adopted rigorous COVID19 testing procedures, which required all people entering the project receive a negative PCR COVID-19 test within 72 hours of arrival and regular antigen testing were undertaken on site by the Company’s medical personnel. All people on site were required to wear masks at all times and maintain a physical distance of two m while working. Work planning involved minimizing contact between local community members and project staff. Standard hygiene practices (frequent hand washing and disinfecting surfaces) were rigorously enforced. These measures were successful at preventing COVID-19 within the Company’s workforce and there were no COVID-19 associated work stoppages during the drilling activities.

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Q3 2022 MD&A (expressed in Canadian Dollars, except where otherwise noted)

Figure 5. Locations of 2022 drill completed by Element 29 in relation to historical drilling.

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Table 1.List of twelve drill holes forming the 2022 Flor de Cobre drilling program. Nine of the twelve drill holes are designed to twin historical drill holes. The coordinates, depth, orientation, and hole type of the historical holes are shown. Drill holes FDC010-FDC012 were angled holes and have no corresponding historical twin.

Hole ID	Hole ID (historical)	East	North	Elev (m)	Length (m)	Azimuth (degrees)	Dip (degrees)	Historical Hole Type
FDC001	K-008	245889	8148407	2769	700.2	0	-90	DDH
FDC002	CAR-188	245812	8148416	2790	527.5	0	-90	RC
FDC003	CAR-190	246002	8148314	2781	394.0	0	-90	RC
FDC004	CAR-189	245912	8148319	2782	272.8	0	-90	RC
FDC005	M-008	245893	8148215	2777	225.3	0	-90	DDH
FDC006	K-006	245719	814358	2821	250.0	0	-90	DDH
FDC007	K-010	246091	8148396	2800	260.0	0	-90	DDH
FDC008	I-008	245934	8148572	2735	176.0	0	-90	DDH
FDC009	CAR-186	246212	8148417	2756	249.0	0	-90	RC
FDC010	NA	246121	8148485	2774	400.9	210	-55	NA
FDC011	NA	245717	8148360	2821	601.3	44	-55	NA
FDC012	NA	246000	8148313	2781	475.0	300	-55	NA

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Q3 2022 MD&A (expressed in Canadian Dollars, except where otherwise noted)

The Company started the permitting process for drilling at the Atravesado porphyry target (Figure 4) in preparation for initial drill-testing of a porphyry target supported by coincident outcrop geology, surface geochemistry, and geophysical response. Atravesado is located approximately 1.5 km northwest of Candelaria and is a 1.5 km x 1.6 km circular zone enclosing outcropping copper oxide mineralization in association with quartz vein stockworks and potassic alteration. Late-mineral porphyry dikes are mapped within the target area.

2022 Flor De Cobre Drill Program Results

The Company completed 4,532 m of diamond drilling in a twelve-hole drill program in July 2022. The results of the twelve-hole drill program are shown in Table 2 and were disclosed in the following press releases:

Element 29 Releases Final Results from Flor de Cobre Drill Program Including 329.4 Metres of 0.56% Cu in Hole FDC011 (See September 7, 2022 press release https://www.e29copper.com/news/element-29-releasesfinal-results-from-flor-de-cobre-drill-program-including-3294-metres-of-056-cu-in-hole-fdc011
Element 29 Completes Validation of Flor De Cobre Historical Drilling and Will Proceed with Mineral Resource Estimation (See July 6, 2022 press release http://www.e29copper.com/news/2022/element-29completes-validation-of-flor-de-cobre-historical-drilling-and-will-proceed-with-mineral-resourceestimation)
Element 29 Further Confirms Past Drill Results Used in Historical Copper Resources Estimate at Flor De Cobre (See June 1, 2022 press release http://www.e29copper.com/news/2022/element-29-further-confirmspast-drill-results-used-in-historical-copper-resource-estimate-at-flor-de-cobre )
Element 29 Drills 439.0 M of 0.77% Copper Including 123.0 M of 1.42% Copper as Enrichment at Flor De Cobre (See April 19, 2022 press release http://www.e29copper.com/news/2022/element-29-drills-3490-m-of0-77-copper-including-1230-m-of-142-copper-as-enrichment-at-flor-de-cobre )

Table 2. Results from the Flor De Cobre Drill program expressed as length-weighted assay intervals.

Hole	From (m)	To (m)	Length2 (m)	Cu (%)	Mo (%)	Ag (ppm)	As (ppm)	CuEq1 (%)
FDC001	78.00	427.00	349.00	0.77	0.006	1.7	86	0.81
enriched	78.00	201.00	123.00	1.42	0.004	1.8	104	1.45
primary	201.00	427.00	226.00	0.42	0.007	1.7	75	0.46
including	201.00	318.10	117.10	0.58	0.007	2.0	90	0.62
includes	239.00	269.50	30.50	0.65	0.008	2.4	119	0.70
includes	287.50	318.10	30.60	0.73	0.005	3.2	108	0.78
including	318.10	427.00	108.90	0.25	0.006	1.2	60	0.28
FDC002	70.95	449.50	378.55	0.50	0.006	1.3	24	0.54
enriched	70.95	201.65	130.70	0.90	0.006	1.1	44	0.93
primary	201.65	449.50	247.85	0.30	0.006	1.3	13	0.33
including	201.65	357.90	156.25	0.32	0.004	1.1	10	0.35
including	357.90	449.50	91.60	0.26	0.004	1.7	18	0.29
FDC003	14.35	310.00	295.65	0.38	0.009	1.1	111	0.42
oxide	14.35	61.30	46.95	0.69	0.005	0.7	16	0.72
enriched	97.20	164.50	67.30	0.46	0.018	0.6	31	0.53
primary	164.50	310.00	145.50	0.30	0.005	1.3	197	0.33
FDC004	74.40	239.00	164.60	0.43	0.006	0.7	12	0.46
enriched	74.40	111.85	37.45	0.75	0.003	0.8	19	0.77
primary	111.85	239.0	127.15	0.33	0.007	0.7	10	0.36
FDC005	65.40	208.40	143.00	0.34	0.004	1.3	59	0.37
enriched	65.40	122.80	57.40	0.46	0.004	0.7	19	0.48
primary	122.80	208.40	85.60	0.26	0.004	1.6	86	0.29
FDC006	92.45	160.00	67.55	0.27	0.003	0.7	45	0.29
enriched	92.45	110.00	17.55	0.47	0.001	0.8	36	0.48
primary	110.00	160.00	50.00	0.20	0.004	1.0	48	0.22

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Q3 2022 MD&A (expressed in Canadian Dollars, except where otherwise noted)

FDC007	114.50	183.00	68.50	0.45	0.008	0.7	16	0.48
enriched	114.50	134.00	19.50	0.92	0.019	0.7	13	0.99
primary	134.00	183.00	49.00	0.26	0.004	1.0	17	0.28
FDC008	30.50	160.00	129.5	0.29	0.008	0.9	32	0.33
oxide	30.50	112.00	81.50	0.26	0.009	0.7	7	0.30
enriched	112.00	123.70	11.70	0.73	0.007	0.8	15	0.77
primary	123.70	160.00	36.30	0.21	0.006	1.6	93	0.25
FDC009	62.25	108.00	45.75	0.29	0.003	0.6	19	0.31
enriched	62.25	74.00	11.75	0.54	0.002	0.9	11	0.55
primary	74.00	108.00	34.00	0.21	0.004	0.4	32	0.44
FDC010	86.55	222.00	135.45	0.40	0.008	0.7	32	0.44
enriched	86.55	151.00	64.45	0.52	0.011	0.6	31	0.56
primary	151.00	222.00	71.00	0.30	0.005	0.8	33	0.33
FDC011	183.10	512.50	329.40	0.56	0.008	1.4	231	0.60
enriched	183.10	283.20	100.10	0.99	0.005	1.4	111	1.02
primary	283.20	512.50	229.30	0.37	0.010	1.4	283	0.42
including	379.50	479.10	99.60	0.46	0.005	1.5	122	0.49
includes	382.90	405.30	22.40	0.54	0.005	1.7	187	0.57
FDC012	79.90	473.00	393.10	0.51	0.005	1.1	18	0.53
oxide	6.40	16.40	10.00	0.33	0.005	1.6	21	0.36
enriched	79.90	232.00	152.10	0.82	0.005	0.9	17	0.85
primary	232.00	473.00	241.00	0.31	0.005	1.2	18	0.34

1 Copper equivalent grades (CuEq) are for comparative purposes only. Calculations are uncut and recovery is assumed to be 100% as metallurgical data is insufficient to allow for estimation of metal recoveries. Copper equivalence (CuEq %) is calculated as: CuEq (%) = Cu (%) + [3.55 × Mo (%)] + [0.0095 × Ag (g/t)], utilizing metal prices of Cu - US$3.34/lb, Mo - US$11.86/lb and Ag - US$21.87/oz. Metal prices are based on a 2-year average of monthly LME metal prices.
2 Intervals are downhole drilled core lengths. Drilling data to date is insufficient to determine true width of mineralization. Assay values are uncut.

All drillholes intersected a sub-horizontal, secondary Cu sulphide enrichment zone dominated by chalcocite located at the base of strongly leached porphyry and siliciclastic host rocks. Enriched copper oxides represent a minor component of the enrichment zone and where present, are situated above the secondary copper sulphide enrichment zone. The best mineralization is centred on the Candelaria Porphyry Complex, which is characterized by strong potassium silicate alteration (potassic) associated with chalcopyrite mineralization overprinted by quartz-sericite-pyrite (phyllic) alteration.

Drill hole FDC001 was collared in an early phase of the quartz monzodiorite porphyry belonging to the Candelaria porphyry complex and intersected 123 m of 1.42% Cu as chalcocite-dominated enrichment at the base of hematitic leached capping from a depth of 78 m. The enrichment zone overlies a 226 m wide zone of primary sulphide mineralization grading 0.42% Cu, 0.007% Mo, and 1.7 g/t Ag starting at 201 m depth. Transition from enrichment to primary sulphide mineralization consisting of a chalcopyrite-pyrite assemblage is abrupt. Higher Cu grades in the primary sulphide zone are associated with increased chalcopyrite content. Chalcopyrite mineralization is associated with potassic alteration, which is overprinted by sericite-pyrite alteration. The intensity of sericite-pyrite alteration declines with depth. A hydrothermal breccia unit containing porphyry clasts, clastic matrix and silica-pyrite cement occurs in both the enrichment and primary mineralization zones and is spatially associated with higher Cu grades, but its geometry has not been fully determined.

A similar sequence was intersected by FDC002 (130.7 m of 0.90% Cu and 67.30 m of 0.46% Cu, enriched) and FDC003 (67.30 m of 0.46% Cu, enriched), where secondary enrichment is positioned at the base of strong, hematitic leached capping. Secondary-enriched mineralization in FDC002 directly overlies 247.85 m of 0.30% Cu, 0.006% Mo, and 1.1 g/t Ag of primary sulphide mineralization. Similarly, enriched mineralization in FDC003 is above 145.5 m of 0.30% Cu in primary sulphide mineralization. Primary sulphide mineralization is associated with potassic alteration overprinted by quartz-sericite-pyrite (phyllic) alteration.

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Q3 2022 MD&A (expressed in Canadian Dollars, except where otherwise noted)

Drill hole FDC004 intersected the strongly potassic altered, early quartz monzodiorite porphyry through its entire length. Chalcocite-dominated enrichment was encountered at 74.40 m below surface and returned 37.45 m of 0.75% Cu followed by 127.15 m of 0.33% Cu of primary sulphide. Locally elevated copper grades are present in the broader primary sulphide interval.

The southern edge of the early quartz monzodiorite porphyry was cored by drill hole FDC005, which intersected an enrichment zone of 57.40 m of 0.46% Cu followed by primary sulphides returning 85.60 m of 0.26% Cu. Alternating intervals of early quartz monzodiorite porphyry, later quartz monzodiorite porphyry, hydrothermal breccia, and sedimentary host rocks were intersected.

A total of 1,477 m was allocated to three angled drill holes to test primary copper sulphide mineralization potential below the supergene enrichment blanket to depths of more than 500 m. Drillhole FDC011, located along the northwest margin of the permitted drilling area intersected 329.4 m of 0.56% copper (“Cu”) from 183.1 m, including 100.1 m of 0.99% Cu of enriched mineralization. Drillhole FDC012 intersected 393.1 m of 0.51% Cu, 0.005% Mo, 1.5 g/t Ag from 79.9 m including 152.1 m of 0.82% Cu of enriched mineralization. These angled drillholes add confidence to the position and geometry of the Candelaria Porphyry Complex (“Candelaria”) and the presence of elevated copper grades within the primary sulphide mineralization. The Candelaria Porphyry Complex is untested to the northwest, toward the large Atravesado porphyry target (“Atravesado”) area.

Historical Hole	E29 Twin	No. of Pairs	Historical Mean	E29 Mean	Correlation	t-statistic	Comparison Type
K-008	FDC001	117	0.864	0.864	0.845	-0.080	Core-Core
CAR-188	FDC002	100	0.583	0.642	0.592	-0.830	RC-Core
CAR-190	FDC003	111	0.459	0.401	0.195	0.830	RC-Core
CAR-189	FDC004	18	0.257	0.296	0.811	-0.780	RC-Core
M-008	FDC005	118	0.249	0.247	0.663	0.080	Core-Core
K-006	FDC006	141	0.150	0.152	0.640	-0.110	Core-Core
K-010	FDC007	156	0.159	0.178	0.874	-0.730	Core-Core
I-008	FDC008	49	0.284	0.293	0.684	0.200	Core-Core
CAR-186	FDC009	88	0.229	0.169	0.446	1.98	RC-Core

Comparison with Historical Data

One of the primary objectives of the drilling program was to verify results from historical drilling, which was a combination of core and reverse circulation drilling completed in the mid-1990’s by Rio Amarillo and Phelps Dodge. Materials from these drilling programs are unavailable and prevented a Qualified Person from verifying Cu geochemical results. Therefore, twinning selected holes is required to verify results from historical drilling such that it can be used in future resource estimation. Furthermore, analysis of other elements of interest such as Mo and Ag were incomplete in the historical database. Multi-element analysis from twinned holes provides an opportunity to investigate a possible economic contribution of these constituents.

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Table 3. Summary comparison of intervals from the historical drill holes with twinned holes.

FDC001	K-008
From To Length (m) Cu%	From To Length (m) Cu%	Zone
78.00 350.00 272.00 0.92 78.00 201.00 123.00 1.42 201.00 350.00 149.00 0.51	78.00 350.00 272.00 0.92 78.00 204.00 126.00 1.36 204.00 350.00 146.00 0.53	Total Enriched Primary
FDC002	CAR-188
From To Length (m) Cu%	From To Length (m) Cu%	Zone
70.95 255.60 184.65 0.74 70.95 201.65 130.70 0.90 201.65 255.60 53.95 0.37	66.00 256.00 190.00 0.68 66.00 188.00 122.00 0.79 188.00 256.00 68.00 0.47	Total Enriched Primary
FDC003	CAR-190
From To Length (m) Cu%	From To Length (m) Cu%	Zone
14.35 230.00 215.65 0.42 14.35 61.30 46.95 0.69 97.20 164.50 67.30 0.46 164.50 230.00 65.50 0.36	12.00 230.00 218.00 0.47 12.00 54.00 42.00 0.82 88.00 160.00 72.00 0.52 160.00 230.00 70.00 0.36	Total Oxide Enriched Primary
FDC004	CAR-189
From To Length (m) Cu%	From To Length (m) Cu%	Zone
74.40 207.00 132.60 0.44 74.40 111.85 37.45 0.75 111.85 207.00 95.15 0.31	76.00 208.00 132.00 0.39 76.00 112.00 36.00 0.79 112.00 208.00 96.00 0.24	Total Enriched Primary
FDC005	M-008
From To Length (m) Cu%	From To Length (m) Cu%	Zone
65.40 208.40 143.00 0.34 65.40 122.80 57.40 0.46 122.80 208.40 85.60 0.26	73.15 208.65 135.50 0.35 73.15 127.00 53.85 0.48 127.00 208.65 81.65 0.27	Total Enriched Primary
FDC006	K-006
From To Length (m) Cu%	From To Length (m) Cu%	Zone
92.45 230.00 137.55 0.22 92.45 110.00 17.55 0.47 110.00 230.00 120.00 0.19	94.10 230.56 136.46 0.22 94.10 111.55 17.45 0.46 111.55 230.56 119.01 0.18	Total Enriched Primary
FDC007	K-010
From To Length (m) Cu%	From To Length (m) Cu%	Zone
114.50 258.00 143.50 0.29 114.50 134.00 19.50 0.92 134.00 258.00 124.00 0.19	114.75 257.05 142.30 0.24 114.75 137.15 22.40 0.64 137.15 257.05 119.90 0.17	Total Enriched Primary
FDC008	I-008
From To Length (m) Cu%	From To Length (m) Cu%	Zone
30.50 146.50 116.00 0.30	32.00 146.80 114.80 0.31	Total

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30.50 112.00 81.50 0.26 112.00 123.70 11.70 0.73 123.70 146.50 22.80 0.23	32.00 106.00 74.00 0.24 106.00 124.00 18.00 0.65 124.00 146.80 22.80 0.26	Oxide Enriched Primary
FDC009	CAR-186
From To Length (m) Cu%	From To Length (m) Cu%	Zone
62.25 212.00 149.75 0.19 62.25 108.00 45.75 0.29	66.00 211.00 145.00 0.27 66.00 118.00 52.00 0.45	Total Enriched Primary
108.00 212.00 104.00 0.15	118.00 211.00 93.00 0.17

To assess how well the Element 29 twin drill holes compare with the historical Rio Amarillo Mining core holes and the Phelps Dodge reverse circulation drill holes, CGK Consulting Services Inc. used a series of statistical and graphical summaries. The statistical summaries include the mean, the standard deviation, the linear correlation, the average coefficient of variation, the reduced to major axis linear model, and the two-sample t-test (Table 4). The graphical summaries include drill hole profile plots, scatter plots of sample pairs, cumulative grade times thickness plots, relative difference plots, and down-the-hole correlograms.

In addition to the above statistical and graphical summaries for the twin hole comparisons, CGK Consulting Services Inc. also reviewed the historical re-sampling carried out by Phelps Dodge, an assessment of the reliability of the drill hole collar locations, and an assessment of the quality control and quality assurance results for the Element 29 drill hole sample assays to demonstrate the reliability of this data.

Table 4. Summary of selected statistics for the twin drill hole comparisons. The “Mean” for each historical drill hole and its E29 twin are length-weighted averages of the two sets of Cu assays. “Correlation” is a summary statistic that measures how close the two sets of Cu assay grades fall along a straight line. The “t-statistic” is a two-sample t-test used to determine if the samples belong to the same statistical population. If the t-statistic is between -2 and +2 the samples come from the same population.

Historical Hole	E29 Twin	No. of Pairs	Historical Mean	E29 Mean	Correlation	t-statistic	Comparison Type
K-008	FDC001	117	0.864	0.864	0.845	-0.080	Core-Core
CAR-188	FDC002	100	0.583	0.642	0.592	-0.830	RC-Core
CAR-190	FDC003	111	0.459	0.401	0.195	0.830	RC-Core
CAR-189	FDC004	18	0.257	0.296	0.811	-0.780	RC-Core
M-008	FDC005	118	0.249	0.247	0.663	0.080	Core-Core
K-006	FDC006	141	0.150	0.152	0.640	-0.110	Core-Core
K-010	FDC007	156	0.159	0.178	0.874	-0.730	Core-Core
I-008	FDC008	49	0.284	0.293	0.684	0.200	Core-Core
CAR-186	FDC009	88	0.229	0.169	0.446	1.98	RC-Core

The Company continues to progress drill permitting on the Atravesado porphyry target in preparation for initial drilltesting of a priority porphyry target supported by coincident outcrop geology, surface geochemistry, and geophysical responses. Atravesado is located approximately 1.5 km northwest of Candelaria and is a 1.5 km x 1.6 km circular zone characterized by outcropping copper oxide mineralization in association with quartz vein stockworks and potassic alteration (Figure 4). Late-mineral porphyry dikes are also mapped within the target area.

ELIDA COPPER PROJECT

The Elida Project is in the province of Ocros, in the district of Carhuapampa, Department of Ancash which is 170 km northwest of Lima and roughly 85 km from the coast. The property is accessible along paved and maintained unpaved roads that extend inland from the city of Barranca. Barranca is connected to Lima by the Pan American Highway (Figure 6).

The property is made up of 28 mining concessions, totalling 19,210 ha, as shown in Figure 7. These concessions are currently registered in the name of Elida Resources SAC (Figure 7). There is currently one mineral concession internal to the Elida property and that concession is not owned by Element 29.

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Figure 6. Elida property location map.

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Figure 7. Elida property concession map.

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The property was originally staked over a large, remote-sensing anomaly situated in an emerging porphyry belt in central Peru. Ground follow-up of this anomaly eventually led to the discovery of an untested porphyry Cu-Mo centre that is part of a porphyry cluster enclosed by a 2.5 x 2.5-km alteration zone. The porphyry system is a multiphase complex of porphyry stocks and dikes, composed of quartz monzonite and quartz monzodiorite intruded into Cretaceous Casma volcanic, volcaniclastic and sedimentary rocks as well as the eastern margin of the Coastal Batholith. In the central part of the system, the Casma Group is a sequence of volcanic and volcanoclastic rocks intercalated with sandstone, calcareous sandstone, siltstone, and shales.

Lundin Mining Peru SAC (“ Lundin ”) optioned the property and undertook an exploration program on the Elida property from 2013 to 2016 which consisted of regional and detailed geological mapping, drone topographic surveying, rock geochemistry, ground magnetics, induced polarization/resistivity (“ IP ”), and culminating in drilling 18 diamond drill holes (“ DDH ”) (Figure 6).

Regional geological mapping was undertaken at a district scale of 1:10,000, with local detailed mapping at a scale of 1:2,500. A concurrent rock geochemistry sampling program was also completed; this part of the program included radiometric age-dating of four rock samples by a Uranium[238] /Lead[206] method on magmatic zircon. Eight lines of ground magnetics with a total coverage of 19.5 km and 12 IP lines using a pole-dipole configuration, at 100 m spacing along

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NW-SE oriented survey lines were conducted from January to March, 2014. Thirty additional lines of ground magnetic surveying, at 100 m spacing with NE-SW oriented lines totalling 76.26 km was carried out in July 2014.

Figure 8. Five exploration target representing individual porphyry centres at Elida. The targets are within a 2 x 2 km area of phyllic alteration. Completed drilling as of Dec 2021 are shown. Drilling to date is located in and around Zone 1.

==> picture [396 x 126] intentionally omitted <==

==> picture [396 x 127] intentionally omitted <==

==> picture [396 x 126] intentionally omitted <==

A total of 9,880 m of diamond drilling in 18 drill holes was completed by Lundin in 2015. All holes intercepted CuMo mineralization and six of the holes intercepted significant Cu-Mo mineralization. Diamond drill hole 15ELID012 intersected an interval of 502.9 m of 0.420% copper, 0.046% molybdenum, 3.23 g/t Ag including 393.0 m of 0.455% Cu, 0.048% Mo, 3.58 g/t Ag (Table 5). Some mineralized intercepts begin immediately below colluvial cover, demonstrating the mineralized system sub-crops beneath the post-mineral unconsolidated cover sequence.

Table 5. Elida 2014-15 summary of drilling results.

	From	To	Length	CuEq1	Cu	Mo	Au	Ag
Drill hole ID	(m)	(m)	(m)	(%)	(%)	(%)	(g/t)	(g/t)
14ELID002	46.0	613.9	567.9	0.436	0.280	0.048	0.006	2.52
including	49.7	76.0	26.3	0.541	0.432	0.025	0.006	3.91
and including	108.0	336.0	228.0	0.519	0.351	0.048	0.007	3.69
and including	382.0	448.0	66.0	0.468	0.299	0.055	0.008	1.89
14ELID004	24.0	331.0	307.0	0.388	0.304	0.023	0.005	2.12
including	42.0	67.0	25.0	0.454	0.357	0.028	0.006	1.95

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and including	147.0	223.0	76.0	0.485	0.393	0.023	0.007	2.62
and	369.0	415.0	46.0	0.276	0.216	0.016	0.006	1.48
and	541.0	605.3	64.3	0.211	0.163	0.013	0.004	1.13
15ELID005	34.0	547.8	513.8	0.329	0.242	0.024	0.003	2.01
including	89.8	121.0	31.2	0.404	0.271	0.041	0.003	2.20
and including	339.0	365.0	26.0	0.506	0.395	0.029	0.003	3.37
and including	414.0	463.0	49.0	0.428	0.370	0.011	0.003	2.89
15ELID006	22.2	85.0	62.8	0.208	0.165	0.008	0.006	1.83
15ELID007	71.0	530.0	459.0	0.280	0.188	0.028	0.004	1.59
15ELID008	25.0	73.0	48.0	0.253	0.218	0.004	0.003	2.35
and	105.0	166.0	61.0	0.203	0.142	0.016	0.003	1.69
15ELID009	11.0	84.0	73.0	0.275	0.216	0.014	0.004	2.05
and	117.0	380.0	263.0	0.293	0.215	0.024	0.006	1.21
and	444.0	507.3	63.3	0.209	0.088	0.042	0.003	0.65
15ELID010	8.3	145.0	136.7	0.256	0.163	0.029	0.007	1.14
and	268.0	443.0	175.0	0.213	0.152	0.018	0.005	1.08
15ELID011	116.0	242.0	126.0	0.218	0.151	0.021	0.003	1.05
and	274.0	576.5	302.5	0.287	0.186	0.032	0.004	1.31
15ELID012	55.1	558.0	502.9	0.579	0.420	0.046	0.008	3.23
including	57.0	450.0	393.0	0.623	0.455	0.048	0.008	3.58
and including	484.0	558.0	74.0	0.466	0.346	0.035	0.007	2.17
15ELID014	70.0	532.0	462.0	0.492	0.335	0.047	0.007	2.89
including	80.0	176.0	96.0	0.582	0.433	0.037	0.012	4.33
and including	195.1	359.4	164.3	0.637	0.416	0.069	0.006	3.28
and including	435.9	477.0	41.1	0.470	0.363	0.023	0.009	4.23
15ELID015	93.6	639.2	545.6	0.480	0.329	0.042	0.008	3.60
including	199.6	306.2	106.6	0.585	0.421	0.040	0.010	5.12
and including	349.0	381.0	32.0	0.582	0.403	0.036	0.007	8.00
and including	396.0	428.0	32.0	0.586	0.419	0.048	0.008	3.51
and including	474.0	639.2	165.2	0.593	0.395	0.058	0.011	3.72
15ELID016	65.5	210.0	144.5	0.284	0.218	0.011	0.004	3.70
15ELID017	84.0	494.0	410.0	0.295	0.230	0.009	0.006	3.92
including	260.4	318.0	57.6	0.490	0.393	0.011	0.008	6.52
15ELID018	276.1	398.9	122.8	0.266	0.201	0.005	0.004	4.87
and	430.4	583.6	153.2	0.234	0.189	0.004	0.004	3.30

1The calculated copper equivalent (CuEq. (%)) grade was used to determine the significant intervals (>0.20% CuEq. and >30 m core length, with higher grade intervals using a >0.40% CuEq. and >15 m core length). *CuEq. = Cu (%) + Mo (%) x 2.667 +Au (ppm) x 0.6320 +Ag (ppm) x 0.0097 (no metallurgy has been completed at Elida, therefore no metallurgical recovery was applied in the copper equivalent formula). Cu Price= $3.00 USD/lb, Mo Price = $8.00 USD/lb, Au Price=$1,300.00 USD/oz, Ag Price=$20.00 USD/oz.

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Drilling and sampling were carried out by Lundin Mining Peru SAC (2014-2015). ALS-Global Laboratories in Lima, Peru, analysed the half-core by ME-ICP41, which includes 35 elements using an Aqua Regia digestion ICP-AES analysis and gold fire assay with an AA finish (Au-AA23). The over limits underwent ME-OG46 for ore grade elements using an Aqua Regia digestion. Reported widths are drill core lengths; true widths are unknown at this time. Assay values are uncut.

Drill hole intercepts in Table 5 were prepared by Christopher Keech (P.Geo.), Principal Geologist for CGK Consulting Services Inc. Mr. Keech is a Qualified Person as set out in National Instrument 43-101 and is independent of Element 29 Resources.

Core from the first 18-drill hole program, totaling 9,880 m, was logged and sampled on site. A total of 5,612 rock samples, including core samples, were collected and analyzed by Au-AA23 and ME-ICP41 at ALS-Global Laboratories in Lima, Peru. Table 5 (above) presents a summary of the drill assay results. Spectral analysis of the rocks samples was also conducted, with a total of 5,065 readings completed at ALS Global Lab using a Terraspec™ instrument measuring VNIR and SWIR spectra. Systematic magnetic susceptibility and specific gravity measurements were also taken for every rock core sample. The remaining half core for all holes is stored at the Company’s secure core storage facility in Lima.

The Elida porphyry complex is a Cu-Mo-Ag mineralized multiphase porphyry system approximately 2 x 2 km in size at surface, associated with Eocene-aged quartz monzonite stocks, emplaced into the Cretaceous volcano-sedimentary sequence and a granodiorite member of the Peruvian Coastal Batholith. Elida is one of the first Eocene-age mineralized porphyry systems discovered in Peru.

The initial drill program by Lundin intersected a Cu-Mo-Ag mineralized porphyry system centred on an early quartzfeldspar porphyry stock herein referred to as the ‘Elida Porphyry Stock’. This stock has an elliptical shape in plan with dimensions approximately 300 x 500 m and is elongated east-west. Porphyry mineralization displays a clear zonation from a central, high temperature core containing Mo and minor Cu outward to a concentric Cu-Mo zone that contains the better drill hole intersections. Silver is relatively common yet minor in content throughout the mineralization. Zinc (“ Zn ”) is anomalous throughout the mineralized intervals and shows a crude zonation, increasing toward the outer limits of mineralization. Most of the mineralized porphyry rocks at surface are variably replaced by sericite and accompanied by pyrite (phyllic alteration) and modified by weathering. A leached profile is preserved at higher elevations within the porphyry complex. In-situ and transported hematitic leached capping is locally abundant. Both exotic and indigenous Cu-oxide minerals are present.

Elida Drill Program

The Company announced on August 4, 2021, the commencement of its Phase 1, 4,500 m drilling program to test mineralization at Zone 1. The drilling program was completed on December 14, 2021.

The drilling program had the following objectives:

Achieve a drill hole spacing that is appropriate for estimating a mineral resource in a portion of Zone 1;
Investigate the vertical continuity and zonation of mineralization in Zone 1, and;
Improve the confidence of mineralization boundaries interpreted from previous drilling and outcrops.

The 2021 exploration program at Elida (the “2021 Elida Program”) consisted of 4,000 m of in-fill drilling in and around the known copper mineralization at Zone 1 (Figure 8) to reduce drill spacing in order to complete an initial mineral resource estimate in accordance with National Instrument 43-101. In addition, preliminary metallurgical studies are planned to be completed from existing core from previous drilling.

Elida Drill Program Results

The Company completed 4,500 m of diamond drilling in a seven-hole drill program in December 2021. The results of the seven-hole drill program are summarized in Table 6 and were disclosed in the following press releases:

Element 29 Reports Final Three Holes from the Elida Phase I Drilling and Reports 908.75 Metres of 0.55% CuEq (See January 19, 2022 press release http://www.e29copper.com/news/2022/element-29-reports-finalthree-holes-from-the-elida-phase-1-drilling-and-reports-90875-metres-of-055--cueq )
Element 29 Drills 418.0 Metres of 0.51% CuEq at the Elida Copper Project (See November 15, 2021 press release http://www.e29copper.com/news/2021/element-29-drills-4180--of-051-cueq-at-the-elida-copperproject )

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Element 29 Drills 383.75 Metres of .71% CuEq at the Elida Copper Project (See October 18, 2021 press release http://www.e29copper.com/news/2021/element-29-drills-38375-metres-of-71-cueq--at-the-elidacopper-project )

Table 6. Results from the Elida drilling program expressed as length-weighted assay intervals.

Hole	From	To	Length2	Cu	Mo (%)	Ag (ppm)	As (ppm)	CuEq1 (%)
	(m)	(m)	(m)	(%)
ELID019	43.15	426.9	383.75	0.54	0.035	4.2	47	0.71
includes	43.15	358.0	314.85	0.60	0.033	4.7	32	0.76
ELID020	143.00	451.00	308.00	0.43	0.028	3.9	15	0.56
includes	249.00	353.00	104.00	0.54	0.031	4.6	12	0.69
includes	384.20	451.00	66.80	0.62	0.041	5.2	17	0.81
ELID021	207.9	764.0	556.1	0.36	0.024	2.4	101	0.47
includes	244.0	662.0	418.0	0.40	0.025	2.6	91	0.51
ELID022	145.0	533.0	388.0	0.34	0.026	2.4	80	0.45
includes	201.0	405.0	204.0	0.38	0.026	2.7	70	0.50
and includes	201.0	229.0	28.0	0.62	0.022	4.2	66	0.74
and includes	283.0	405.0	122.0	0.39	0.032	2.8	79	0.52
includes	425.0	451.0	26	0.43	0.024	3.2	79	0.55
ELID023	87.0	610.5	523.5	0.24	0.024	2.9	39	0.35
includes	87.0	178.1	91.1	0.41	0.032	4.1	91	0.56
includes	425.0	610.5	185.5	0.30	0.017	4.6	19	0.41
ELID024	198.45	650.2	451.75	0.38	0.034	3.1	19	0.53
includes	198.45	467.5	269.05	0.31	0.026	2.8	9	0.43
includes	467.5	650.2	182.7	0.47	0.047	3.9	34	0.67
and includes	467.5	540.0	72.5	0.59	0.048	4.5	9	0.81
ELID025	38.45	947.2	908.75	0.39	0.035	2.9	42	0.55
includes	38.45	378.0	339.55	0.50	0.036	4.3	36	0.67
includes	442.0	821.2	379.2	0.30	0.033	1.9	47	0.43
includes	821.2	861.0	39.8	0.58	0.027	3.6	50	0.71
includes	861.0	947.2	86.2	0.35	0.040	2.0	67	0.51

1 Copper equivalent grades (CuEq) are for comparative purposes only. Calculations are uncut and recovery is assumed to be 100% as metallurgical data is insufficient to allow for estimation of metal recoveries. Copper equivalence (CuEq %) is calculated as: CuEq (%) = Cu (%) + [3.55 × Mo (%)] + [0.0095 × Ag (g/t)], utilizing metal prices of Cu ‐ US$3.34/lb, Mo ‐ US$11.86/lb and Ag ‐ US$21.87/oz. Metal prices are based on a 2‐year average of monthly LME metal prices.

2 Intervals are downhole drilled core lengths. Drilling data to date is insufficient to determine true width of mineralization. Assay values are uncut.

ELID019 returned a continuous interval of strong mineralization (383.75 m at 0.54 % Cu, 0.035 % Mo, 4.2 g/t Ag for 0.71 % CuEq) down to a depth of 426.9 m, where the central, weakly-mineralized quartz monzonite porphyry stock (“QMP”) was encountered. The hole demonstrated strong Cu-Mo mineralization intersected by ELID012 extends up

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to the bedrock surface, beneath 43.15 m of unconsolidated colluvial gravel. The interval in ELID019 is characterized by potassic alteration with multiple veining events that introduced Cu and Mo with chalcopyrite as the dominant Cu bearing mineral. The mineralized interval contains low concentrations of As (e.g., As <50 ppm) and other deleterious elements. Drilling data to date shows Cu and As do not correlate, suggesting As is not associated with the Cu sulphide minerals. This is significant as high As concentrations, typically resulting from late-stage epithermal overprinting, can be detrimental to the economics of a porphyry Cu deposit. Such epithermal events are not observed at Elida.

ELID020 was collared within the mineralized zone at Zone 1 and angled south toward the central, low-grade QMP. The hole was designed to test the mineralized zone between the QMP and ELID015, which intersected the outer margin of the mineralized zone in this area. The mineralized zone was encountered at the bedrock surface directly below colluvial gravel at 92.7 m and continued south to the northern contact of the QMP. The styles of mineralization and alteration reported in ELID020 are similar to other holes that intersected Zone 1 Cu-Mo mineralization. Collectively, ELID015 and ELID020 suggest the mineralized zone is approximately 280 m wide in the north-south dimension at this location. As with ELID019, the Cu mineralization is associated with strong Mo grades in the order of 0.030% Mo and contains low concentrations of As (e.g., As<25 ppm) and other deleterious elements.

ELID021 returned a continuous interval of Cu-Mo mineralization (556.1 m at 0.36% Cu, 0.024% Mo, 2.4 g/t Ag for 0.47% CuEq1) to a down-hole depth of 764.0 m. The drill hole was terminated in the mineralized zone at 770.7 m, where a fault zone prevented further drilling. Cu-Mo mineralization associated with potassic alteration and multiple veining events has now been traced by drilling to a depth of approximately 700 m below surface and remains open at depth. Shorter but still significant intervals with higher Cu grade mineralization are distributed across the mineralized zone (e.g., 418.0 m at 0.40% Cu, 0.025% Mo, 2.55 g/t Ag for 0.51% CuEq1).

ELID022 was collared a short distance north (outside) of the mineralized zone to delimit the northern extent of Cu-Mo mineralization in this area. The hole was also designed to test the eastward continuation of mineralization from ELID021 and to obtain information from the eastern side of Zone 1, where mineralization is interpreted to wrap around the eastern edge of an early-mineral quartz monzonite porphyry stock (“QMP”). The position of the northern mineralization limit interpreted from sparse drilling was confirmed by this hole. The continuous interval of mineralization (388.0 m of 0.34% Cu, 0.026% Mo, and 2.36% Ag for 0.45% CuEq1) included an interval of 204 m of 0.38% Cu, 0.026% Mo, and 2.71 g/t Ag (for 0.50% CuEq1) starting at a depth of 201.0 m (Figure 14). Several shorter higher-grade intervals are also reported along the length of the entire mineralized intersection (e.g., 28 m of 0.62% Cu, 0.022% Mo, 4.23 g/t Ag for 0.74% CuEq1). As with previous drill holes, the Cu-Mo mineralization is associated with potassic alteration of sedimentary host rocks and combinations of quartz and sulphide veining.

ELID021 and ELID022 test a 300 m strike length on the eastern segment of Zone 1 and extend the depth of mineralization in this area to depths of 500 m to 700 m below surface. These holes returned long, intervals of Cu-Mo mineralization containing shorter intervals of coherent, higher Cu grades. The geometry of Zone 1 required both holes to terminate within the mineralized zone and the mineralization remains open at depth. Further drilling will be required to test the complete width and depth extent of mineralization in this area.

ELID023 was designed to test mineralization wrapping around the south side of the QMP. The hole intersected a well mineralized interval of 0.41%Cu, 0.024% Mo, and 4.1 g/t Ag (0.56% CuEq1) over 91.1 m adjacent to the QMP followed by a longer interval of mineralization disrupted and diluted by numerous weakly mineralized QMP dikes. Mineralization improved south of the zone of dikes and returned 185.5 m of 0.30% Cu, 0.017% Mo, 4.6 g/t Ag (0.41% CuEq1). The hole ended in low grade Cu mineralization associated with quartz vein stockworks and potassic-altered sedimentary rocks. More drilling is required to confirm the southern limit of mineralization.

ELID024 was collared a short distance west and outside of the mineralization limit inferred from earlier drilling. Continuous mineralization was intersected from where the hole entered potassic-altered bedrock beneath 120 m of unconsolidated gravel. Starting at a depth of 198.45 m, the hole intersected a 451.75 m interval of 0.38% Cu, 0.034% Mo, 3.1 g/t Ag (0.53% CuEq[1] ) associated with quartz veining and potassic-altered sedimentary rocks. Intensity of mineralization increased steadily downhole where a 182.7 m interval of 0.47% Cu, 0.047% Mo, and 4.5 g/t Ag (0.67% CuEq[1] ) is reported between sections containing ELID020 and ELID025. Included within the interval is a 72.5 m subinterval of 0.59% Cu, 0.048% Mo, and 4.5 g/t Ag (0.81% CuEq[1] ), which indicates coherent, higher-grade zones are an important component of the broader Zone 1 mineralized zone. The hole was drilled orthogonal to other Phase 1 holes to test the east-west continuity of mineralization and constrain its western limit. The results support a vertically oriented mineralized zone with a geometry concentric to the QMP inferred from available drill holes.

ELID025 intersected a continuous interval of mineralization from the bedrock surface to the final hole depth of 947.2 m and returned 908.75 m at 0.39% Cu, 0.035% Mo, and 2.9 g/t Ag for 0.55% CuEq[1] . The hole was designed to test the vertical continuity of mineralization to depths of greater than 500 m while trying to avoid intersecting the low-grade

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central quartz monzonite porphyry (“QMP”) intrusion. The hole ended in mineralization and was discontinued for operational reasons. Chalcopyrite remained the copper-bearing sulphide mineral for the entire length of the drill hole and indicates a vertically protracted mineral system. Notably, As was low at 42 ppm and did not correlate with Cu grade.

Phase 1 drilling at Elida successfully achieved the program objectives of: (1) investigating the vertical continuity and zonation of Zone 1 mineralization, (2) improving the confidence in the interpreted mineralization boundaries, and (3) attaining a drill hole spacing that is appropriate for estimating a potential mineral resource for a portion of Zone 1. Information returned from the Phase 1 program was used to revise the interpretation of mineralization boundaries shown in Figure 9 . Drilling tested the mineral system to a depth of 933 m below surface and indicated mineralization is open at depth. The existence of coherent, higher grade internal zones that extend up to the bedrock surface is an important outcome of the recently completed program.

Figure 9. Plan view of Zone 1 at the Elida Porphyry Cu-Mo project showing the location of Element 29’s drilling completed in December 2021 and holes completed in 2014/15 by Lundin Mining Peru. Locations of referenced sections are indicated by white dashed lines.

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==> picture [472 x 123] intentionally omitted <==

==> picture [472 x 122] intentionally omitted <==

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Table 7. Drill hole collar locations for reported drill holes. Coordinates are in WGS84 zone 18S UTM.

Hole ID	East	North	Elev	EOH (m)	Azimuth (degrees)	Dip (degrees)
			(m)
ELID019	260056	8835184	1690	480.0	0	-90
ELID020	259900	8835350	1759	567.0	180	-65
ELID021	260150	8835360	1740	770.0	179	-78
ELID022	260274	8835320	1713	602.2	179	-70
ELID023	260000	8834960	1613	662.4	180	-65
ELID024	259700	8835200	1794	650.2	83	-65
ELID025	260058	8835187	1690	947.2	0	-80

Throughout the Phase 1 drilling program, local community members were employed to assist with site preparations and on-going drilling operations. To protect against community spread of COVID-19, the Company adopted rigorous COVID-19 testing procedures, which required all people entering the project receive a negative PCR COVID-19 test within 72 hours of arrival and regular antigen testing were undertaken on site by the Company’s medical personnel. All people on site were required to wear masks at all times and maintain a physical distance of two m while working. Work planning involved minimizing contact between local community members and project staff. Standard hygiene practices (frequent hand washing and disinfecting surfaces) were rigorously enforced. These measures were successful at preventing COVID-19 within the Company’s workforce and there were no COVID-19 associated work stoppages during the drilling activities.

Mineral Resource Estimation

The Company announced the completion of an initial independent Inferred Mineral Resource estimate (“Mineral Resource”) of the Elida porphyry Cu--Mo deposit on September 27, 2022 with an effective date of September 20, 2022. The pit-constrained, Inferred Mineral Resource Estimate of 321.7 million tonnes grading 0.32% Cu, 0.029% Mo and 2.6 g/t Ag, using a 0.20% Cu cut-off grade was prepared by Mr. Marc Jutras, P.Eng., M.A.Sc., Principal, Mineral Resources at Ginto Consulting Inc. (“Ginto Consulting”). Mr. Jutras is an Independent Qualified Person as defined by National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101) in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”) Standards on Mineral Resources and Mineral Reserves, as adopted and amended by the CIM Council.

Mineral Resources at Elida shown in Table 2 were estimated by:

Developing a geologic interpretation of copper mineralization in collaboration with the Element 29 geology team based on geologic observations from surface exposure and drill core.
Performing a statistical evaluation of the Elida drill hole database, which contained 25 diamond drill holes of HQ and NQ diameter.
Three-dimensional modeling two mineralized domains represented by a higher Cu grade domain and a lower Cu grade domain.
Integration of an accurate digital terrain model into the mineralization model.
Compositing original samples to two m lengths.
Exploratory data analysis to understand different geometric and statistical properties of Cu-Mo-Ag grades.
Applying capping of high-grade outliers based on the statistical properties of the grade populations.
Variographic analysis to spatially establish the preferred directions of grade continuity.
Grade estimation of Cu-Mo-Ag with ordinary kriging using a strategy and parameters tailored to account for the various geometrical, geologic, and geostatistical characteristics identified in previous steps.
Validation of grade estimates using a set of validation tests.
Applying a pit constraint optimized using the Lerchs-Grossman algorithm.

The Cu grade populations within the mineralized domains were found to be well-behaved with low coefficients of variation (values of less than 0.6). The capping of the high-grade outliers has only had a minor effect on the average

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grades and the metal content. As such, ordinary kriging technique with capped composited grades is believed to be an adequate strategy for the grade interpolation process.

The validation of the Cu grade estimates has shown good results from the various tests carried out. It can be concluded that the Cu grade estimates are not biased and have an adequate amount of smoothing/variability. Therefore, it is believed that the Cu grade estimates are an adequate representation of the Mineral Resource at Elida, based on the current geologic understanding and available data. The potential exists for additional mineral resources on the property also associated with untested targets.

The mineral resource has a low modeled strip ratio of 0.74:1 (waste: mineralized material). A near surface, highergrade subset of the Mineral Resource consisting of 34.1 million inferred tonnes at 0.55% Cu, 0.037% Mo, and 4.4 g/t Ag (at a cut-off grade of 0.45% Cu) has potential to be mined with minimal stripping in the initial years of mining. Significant Mo and Ag grades have the potential to enhance the economics of the deposit, subject to metallurgical test work.

Table 2. Pit-constrained Inferred Mineral Resources for the Elida Cu-Mo deposit.

Cu Cut-Off (%)	Tonnes (millions)	Cu (%)	Contained Cu (M lb)	Contained Cu (tonnes)	Mo (%)	Contained Mo (M lb)	Contained Mo (tonnes)	Ag (g/t)	Contained Ag (M oz)
0.10	520.8	0.255	2,927.9	1,328,057	0.026	298.5	135,410	2.15	36.0
0.15	439.4	0.278	2,692.9	1,221,456	0.028	271.2	123,024	2.31	32.7
0.20	321.7	0.316	2,241.2	1,016,568	0.029	205.7	93,293	2.61	27.0
0.25	214.9	0.363	1,719.4	779,926	0.031	146.8	66,605	2.97	20.5
0.30	143.0	0.407	1,283.4	582,150	0.033	104.1	47,201	3.31	15.2
0.35	94.7	0.449	937.9	425,415	0.034	71.0	32,214	3.65	11.1
0.40	59.7	0.493	649.1	294,423	0.036	47.4	21,499	3.99	7.7
0.45	34.1	0.547	411.7	186,736	0.037	27.8	12,631	4.40	4.8
0.50	20.1	0.599	265.4	120,396	0.038	16.8	7,638	4.76	3.1

Notes:

The effective date for the Mineral Resource is September 20, 2022.
Mineral Resources, which are not Mineral Reserves, do not have demonstrated economic viability.
The CIM definitions were followed for the classification of Inferred Mineral Resources. The quantity and grade of reported Inferred Mineral Resources in this estimation are uncertain in nature and there has been insufficient exploration to define these Inferred Mineral Resources as an indicated Mineral Resource and it is uncertain if further exploration will result in upgrading them to an Indicated or Measured Mineral Resource category.
Mineral Resources are reported at a cut-off grade of 0.2 g/t Cu, using a US$/CAN$ exchange rate of 0.75 and constrained within an open pit shell optimized with the Lerchs-Grossman algorithm to constrain the Mineral Resources with the following estimated parameters: Cu price of US$3.46/lb, US$2.00/t mining cost, US$5.00/t processing cost, US$1.40/t G+A, 87% Cu recovery, and 45° pit slope.
The estimate of Mineral Resources may be materially affected by geology, environment, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues.

Exploration Potential

The initial mineral resource estimate utilized widely spaced drill holes that tested a portion of the interpreted Zone 1 mineralization surrounding a low-grade porphyry core. More drilling will be required in the southwest and northwest sectors to completely evaluate mineral resource potential of Zone 1 (Figure 1). The Company elected to complete a mineral resource estimate at this stage to quantify the size of the drilled portion of Zone 1 and use the three-dimensional mineralization model for future drill hole planning to potentially expand the size of Zone 1 and upgrade Mineral Resources from Inferred to Indicated.

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Higher Grades Located Close to Surface

Most of the higher-grade subset of the Mineral Resource noted in Table 1 with a 0.45% Cu cut-off is centred on mineralization intersected in the upper parts of holes ELID012, ELID014, ELID019, and ELID025 (Figure 9). These holes demonstrate that stronger Cu mineralization occurs from the bedrock surface where this tonnage has potential to be mined with minimal stripping in the initial years of mining.

Figure 6. Section through 260050 E to illustrate the position of the constraining pit shell in relation to the original topographic surface and the block model used for the Mineral Resource estimate. The shaded area is the interpreted position of the low-grade quartz monzonite porphyry stock that occupies the core of Zone. Please refer to Figure 1 for the section location.

==> picture [468 x 309] intentionally omitted <==

Future Work

The Mineral Resource announced on September 20, 2022 was useful for indicating areas for further drilling as shown in Figure 7. The objectives of future drilling are to resolve internal, near-surface higher grade zones and expand the size of Zone 1, especially on the northwest and southwest edges and at depth.

Initial drill testing of the other zones will also be planned with the objective of further expanding mineral resources within the Elida porphyry cluster (Figure 2).

The effective date of the Mineral Resource Estimate is September 20, 2022. A NI 43-101 technical report prepared by Ginto Consulting will be filed on SEDAR within 45 days of September 29, 2022 and will be available at that time on the Company’s website.

For readers to fully understand the mineral resource information contained in this document, they should read the technical report in its entirety when it is available, including all qualifications, assumptions, exclusions and risks. The technical report is intended to be read as a whole and sections should not be read or relied upon out of context.

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Figure 7.Details of Elida Zone 1, showing areas identified for follow-up drilling, which will be designed to better resolve Cu and molybdenite grade distribution near surface and within the constraining pit shell and more accurately define limits of mineralization particularly on the northwest and southwest edges of Zone 1.

==> picture [469 x 332] intentionally omitted <==

PAHUAY COPPER SKARN PROJECT

The Pahuay Cu project consists of 700 hectares and is 100% owned by the Company, subject to a 2% net smelter royalty (“NSR”) to Globetrotters. The property is located 270 km south of Lima within the eastern margin of the Coastal Batholith along the probable northwest projection of the Paleocene Southern Peru Copper Belt and is approximately 15 km north of the Cerro Lindo polymetallic (zinc, lead, Cu, gold, and Ag) mine controlled by Nexa Resources Peru SA (“Nexa”). Paleocene porphyry intrusions are emplaced into Cretaceous volcaniclastic rocks, siliciclastic sediments and limestones developing a 1.7 x 2.8 km Cu mineralized hydrothermal alteration zone. The mineralized area contains magnetite-garnet skarn formed in the limestones and phyllic alteration of the volcaniclastic units. Copper mineralization in the skarn consists of Cu oxides, chalcopyrite and semi-massive magnetite. The central parts of the skarn system are anomalous in Cu and Mo. Outcrop samples returned assays up to 4.4% Cu and 0.05% Mo and the distal areas (zinc, Cu and Ag) returned assays up to 6.5% zinc. The project has not been drill-tested and is scheduled for preliminary geological mapping, rock sampling and geophysical surveys to help develop the drill targets (Figure 10, Figure 11).

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Figure 10. Location of the Pahuay Property, southern Peru.

==> picture [288 x 203] intentionally omitted <==

Figure 11. Pahuay concessions and Cu exploration target shown as a dashed yellow outline.

MUÑAORJO COPPER-SKARN-PORPHYRY PROJECT

The Muñaorjo project consists of 1,000 hectares and is 100% owned by Element 29, subject to a 2% NSR with Globetrotters. The project is located approximately 200 km northeast of Arequipa, Peru within the probable northwest continuation of the Paleocene Southern Peru Copper Belt, which is host to several very large porphyry Cu deposits including the Cerro Verde mine (Freeport-McMoRan) and the Toquepala mine (Southern Copper). The property is centered on a large, 4.3 x 1.3 km hydrothermal alteration zone and covers a limestone sequence intruded by diorite and granodioritic rock units. Hydrothermal recrystallization in the limestone is extensive on the property and includes a central area containing skarn, quartz-limonite stockwork, hydrothermal brecciation, and associated strong Cu mineralization exposed within a 480 x 280 m area. Rock sample results for this area (58 rock samples) are highly anomalous and returned assay results up to 4% Cu. The skarn is open to the northeast where it is covered by thin post mineralization Miocene tuff. The porphyry-related alteration continues to the northeast for another 1.5 km. The work

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Q3 2022 MD&A (expressed in Canadian Dollars, except where otherwise noted)

plan is to complete detailed geological mapping, outcrop sampling, and magnetometer and IP-resistivity surveys to identify diamond drill targets (Figure 12, Figure 13).

==> picture [153 x 200] intentionally omitted <==

Figure 12. Location of the Muñaorja property in southern Peru.

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Figure 13. The Muñaorjo property showing the exploration target area as a yellow dashed line.

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FINANCIAL INFORMATION

EXPLORATION AND EVALUATION ASSET EXPENDITURES

Expenditures for the nine months ended September 30, 2022 were as follows:



	Flor de Cobre	Elida	Pahuay and	Total
			Muñaorjo


Balance at December 31, 2021 Additions: Option payments Drilling Geological and mapping Geophysics and geochemistry Permitting, concessions and taxes Community, health, safety and environment Technical report Geology salaries Property maintenance and administration	$ 1,910,378	$ 6,342,479	$ 1,527,754	$ 9,780,611

	44,544	-	-	44,544
	1,213,264	123,241	-	1,336,505
	19,501	118,677	-	138,178
	113,841	109,793	-	223,634
	371,837	130,415	506	502,758
	116,004	179,309	-	295,313
	-	29,032	-	29,032
	62,300	32,590	-	94,890
	294,574	351,713	12,437	658,724
Total additions for the period	2,235,865	1,074,770	12,943	3,323,578
Balance at September 30, 2022	$ 4,146,243	$ 7,417,249	$ 1,540,697	$ 13,104,189

Expenditures for the year ended December 31, 2021 were as follows:



	Flor de Cobre	Elida	Pahuay and	Total
			Muñaorjo


Balance at December 31, 2020 Additions: Option payments Geological and mapping Geophysics Geochemistry Permitting Community, health, safety and environment Concessions and taxes Technical report Geology salaries Property maintenance and administration	$ 1,449,929 339,344 1,721 41,839 - 1,159 18,927 435 905 - 56,119	$ 3,173,864 - 650,959 26,678 1,325,934 2,588 280,791 502,848 3,115 224,661 151,041	$ 1,511,778 - - - - - - 1,559 - - 14,417	$ 6,135,571 339,344 652,680 68,517 1,325,934 3,747 299,718 504,842 4,020 224,661 221,577
Total additions for the year	460,449	3,168,615	15,976	3,645,040
Balance at December 31, 2021	$ 1,910,378	$ 6,342,479	$ 1,527,754	$ 9,780,611

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing and evaluation assets and, to the best of its knowledge, title to the exploration and evaluation assets remains in good standing.

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Flor de Cobre Copper Project

Expenditures were related to drilling, payments to the optionor of the Candelaria concessions towards its earn-in on those claims, administration and support costs for the drilling program and costs associated with the completion of the permitting process.

Elida Copper Project

Expenditures were related to the completion of the seven-hole, 4,500 m drill program that was executed through out the 2021 year and completed in January 2022.

Pahuay and Muñaorjo Copper Projects

Expenditures were related to holding and administrative costs on the properties.

SUMMARY OF CONSOLIDATED FINANCIAL OPERATING RESULTS

Operating Results for the three and nine month periods ended September 30 were:

	Three months ended September 30	Three months ended September 30	Nine months ended September 30	Nine months ended September 30
	2022	2021	2022	2021
General and administrative expenses Administration and office Investor relations Corporate development Personnel costs Professional fees Filing fees Foreign exchange (gain) loss Share-based compensation Depreciation Other				$ 101,815 526,372 - 643,211 185,402 32,414 20,506 933,998 - 7,637
	$ 39,184	$ 41,251 187,417 - 219,501 70,862 10,757 (26,230) 182,910 - 4,981	$ 109,698
	192,999		547,193
	97,561		273,687
	197,684		639,907
	8,514		148,756
	29,578		80,450
	(117,068)		(177,562)
	356,988		1,559,888
	4,430		13,270
	2,062		5,570
Operating loss Interest income	811,932	691,449	3,200,857	2,451,355 (16,354)
	(11,553)	(3,232)	(26,014)
Loss and comprehensive loss		$ 688,217		$ 2,435,001
	$ 800,379		$ 3,174,843

Administration and office expenses in Q3 2022 were lower compared to Q3 2021 due to recovery of some operating costs.

Investor relations expenses in Q3 2022 were higher compared to Q3 2021 due to marketing activities to increase the Company’s exposure in the capital markets.

Corporate development expenses in Q3 2022 were for professional services to explore strategic initiatives.

Professional fees in Q3 2022 were lower compared to Q3 2021 due to higher legal service requirements in 2021.

Share based compensation in Q3 2022 and Q3 2021 were due to options vesting in the period from prior grants.

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Q3 2022 MD&A (expressed in Canadian Dollars, except where otherwise noted)

Quarterly Financial Data

	Q3 22	Q2 22	Q1 22	Q4 21
Administration and office Investor relations Corporate development Personnel costs Professional fees Filing fees Foreign exchange gain Share-based compensation Depreciation Other	$ 15,434	$ 42,908	$ 51,356	$ 36,510 204,590 - 186,625 111,832 16,172 (17,855) 129,920 5,140 (9,911)
	192,999	179,911	174,283
	97,561	79,295	96,831
	197,684	255,586	186,637
	8,514	117,159	23,083
	29,578	32,119	18,753
	(117,068)	(21,533)	(38,961)
	356,988	11,807	1,191,093
	4,430	4,430	4,410
	25,812	(9,620)	(10,622)
Operating loss	$ 811,932	$ 692,062	$ 1,696,863	$ 663,023

	Q3 21	Q2 21	Q1 21	Q4 20
Administration and office Consulting Investor relations Personnel costs Professional fees Filing fees Foreign exchange (gain) loss Share-based compensation Other	$ 41,251	$ 36,779	$ 23,785	$ 50,858 16,025 117,606 346,022 423,732 - 49,345 65,226 360
	-	-	-
	187,417	196,319	142,636
	219,501	243,892	179,818
	70,862	69,516	45,024
	10,757	6,345	15,312
	(26,230)	21,247	25,489
	182,910	184,802	375,443
	4,981	1,464	1,192
Operating loss	$ 691,449	$ 760,364	$ 808,699	$ 1,069,174

Overall, costs have been consistent since Q4 2020 when the Company became publicly listed.

Investor relations expenses are related to marketing activities to increase the Company’s exposure in the capital markets.

Corporate development expenses are for professional services to explore strategic initiatives.

Higher professional fees and personnel costs in Q4 2020 were directly related to the IPO.

Share based compensation is directly related to the granting and/or vesting of equity-based compensation in the quarter.

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Q3 2022 MD&A (expressed in Canadian Dollars, except where otherwise noted)

LIQUIDITY AND CAPITAL RESOURCES

		Nine months ended

		September 30


	2022	2021


Cash flows used in operating activities before non-cash working capital movements - Increase in receivables and prepaid expenses - Decrease in accounts payable and accrued liabilities - Decrease in deposits	$ (1,455,796)	$ (1,514,709) (57,746) (12,787) -
	(96,072)
	(478,701)
	421
Cash flows used in operating activities after non-cash working capital movements Cash flows used in investing activities Cash flows from financing activities	(2,030,148)	(1,585,242) (1,341,718) 159,000
	(3,455,451)
	-
Decrease in cash and cash equivalents Cash and cash equivalents - beginning of period	(5,485,599)	(2,767,960) 6,219,707
	7,832,949
Cash and cash equivalents - end of period	$ 2,347,350	$ 3,451,747

Cash outflows after changes in non-cash working capital items in Q3 2022 increased compared to Q3 2021 due mainly to the timing of payments made in Q3 2022 related to the Flor de Cobre drill program.

Cash outflows from investing activities in Q3 2022 was higher compared to Q3 2021 due to site and drill activity at the Flor de Cobre Project which commenced in Q1 2022 and also resulted in an increase in mineral exploration costs.

Contractual Obligations

As at September 30, 2022, the Company had no contractual obligations outstanding.

SHAREHOLDERS’ EQUITY

The Company’s authorized share capital consists of unlimited common shares without par value. At September 30, 2022 and at the date of this MD&A, the Company had 79,240,860 (December 31, 2021 – 79,240,860) shares issued and outstanding.

Share Options

The Company provides share-based compensation to its directors, officers, employees, and consultants through grants of share options.

The Company has adopted a stock option plan (the “Plan”), as amended, to grant options to directors, officers, employees and consultants to acquire up to 10% of the issued and outstanding shares of the Company. Vesting is determined at the discretion of the Board of Directors (the “Board”).

The Company uses the Black-Scholes option pricing model to determine the fair value of share options granted. For employees, the share-based compensation expense is amortized on a graded vesting basis over the requisite service period which approximates the vesting period. Share-based compensation expense for share options granted to nonemployees is recognized over the contract services period or, if none exists, from the date of grant until the share options vest.

The Company uses historical data to estimate option exercise, forfeiture, and employee termination within the valuation model. The risk-free interest rate is based on a treasury instrument whose term is consistent with the expected term of the share options. Since the Company has not paid and does not anticipate paying dividends on its common shares, the expected dividend yield is assumed to be zero. Companies are required to utilize an estimated forfeiture rate when calculating the share-based compensation expense for the reporting period. Based on the best estimate, management applied the estimated forfeiture rate of nil in determining the share-based compensation expense recorded in the accompanying Consolidated Statements of Comprehensive Loss.

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Q3 2022 MD&A (expressed in Canadian Dollars, except where otherwise noted)

The following is a summary of share options outstanding as at the date of this MD&A:

	Number of share options	Exercise price per share option
Number of share options			Expiry date
	vested	$

300,000 200,000 200,000 350,000 150,000 150,000 225,000 2,100,000 150,000 2,285,000 500,000	300,000 150,000 200,000 350,000 150,000 100,000 150,000 2,100,000 150,000 1,172,500 250,000	0.30 0.59 0.30 0.30 0.30 0.50 0.50 0.45 0.45 0.57 0.59	August 23, 2024 November 28, 2024 May 19, 2025 June 25, 2025 June 29, 2025 October 28, 2025 November 9, 2025 February 3, 2026 April 7, 2026 March 1, 2027 March 29, 2027
6,610,000	5,072,500

Share Purchase Warrants

At September 30, 2022 and at the date of this MD&A, the following share purchase warrants were outstanding:

Number of share purchase warrants	Exercise price per share purchase	Expiry date
	warrant $

6,655,200 2,666,478 5,749,000	0.70 0.50 0.85	December 3, 2023 December 3, 2023 December 14, 2024
15,070,678

No share purchase warrants were exercised at the date of this MD&A.

Deferred Share Units (“DSU”)

DSUs are granted to the Company’s directors as a part of compensation under the terms of the Company’s deferred share units plan (the “DSU Plan”). Each DSU entitles the participant to receive the value of one common share of the Company (a “Common Share”). The maximum number of awards of DSU’s and all other security-based compensation arrangements shall not exceed 10% of the Company’s outstanding shares.

Participants are entitled to the value of the Common Share upon termination of their service. In accordance to the DSU Plan, upon each vesting date the Company shall decide at, at its sole discretion whether, participants receive (a) the issuance of Common Shares equal to the number of DSUs vesting, or (b) a cash payment equal to the number of vested DSUs multiplied by the fair market value of a Common Share, calculated as the closing price of the Common Shares on the TSX-V for the trading day immediately preceding such payment date; or (c) a combination of (a) and (b).

On the grant date of DSUs, the Company determines whether it has a present obligation to settle in cash. If the Company has a present obligation to settle in cash, the DSUs are accounted for as liabilities, with the fair value remeasured at the end of each reporting period and at the date of settlement, with any changes in fair value recognized in profit or loss for the period. The Company has a present obligation to settle in cash if the Company has a past practice or a stated policy of settling in cash, or generally settles in cash whenever the counterparty asks for cash settlement. If no such obligation exists, DSUs are accounted for as equity settled share-based payments and are valued using the share price of the Common Share on grant date. Since the Company controls the settlement, the DSU’s are considered equity settled.

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Q3 2022 MD&A (expressed in Canadian Dollars, except where otherwise noted)

On March 3, 2022, the Company granted 300,000 (2021 – nil) DSUs to the Company’s directors and recorded sharebased compensation of $171,000 (2021 – nil). The fair value per DSU granted was determined to be C$0.57 (2021 – nil) which is the share price of the Common Share on grant date.

Restricted Share Units (“RSU”)

RSUs are granted to the Company’s directors, officers, employees and consultants as a part of compensation under the terms of the Company’s restricted share units plan (the “RSU Plan”). Each RSU entitles the participant to receive the value of one Common Share. The maximum number of awards of RSU’s and all other security based compensation arrangements shall not exceed 10% of the Company’s outstanding shares.

The number of RSUs awarded and underlying vesting conditions are determined by the Board of Directors in its discretion. In accordance with the RSU Plan, upon each vesting date the Company shall decide, at its sole discretion, whether participants receive (a) the issuance of Common Shares equal to the number of RSUs vesting, or (b) a cash payment equal to the number of vested RSUs multiplied by the fair market value of a Common Share, calculated as the closing price of the Common Shares on the TSX-V for the trading day immediately preceding such payment date; or (c) a combination of (a) and (b).

On the grant date of RSUs, the Company determines whether it has a present obligation to settle in cash. If the Company has a present obligation to settle in cash, the RSUs are accounted for as liabilities, with the fair value remeasured at the end of each reporting period and at the date of settlement, with any changes in fair value recognized in profit or loss for the period. The Company has a present obligation to settle in cash if the Company has a past practice or a stated policy of settling in cash, or generally settles in cash whenever the counterparty asks for cash settlement. If no such obligation exists, RSUs are accounted for as equity settled share-based payments and are valued using the share price of the Common Share on grant date. Since the Company controls the settlement, the RSU’s are considered equity settled.

On March 3, 2022, the Company issued 500,000 (2021 – nil) RSUs to employees and consultants of the Company all of which vest 50% after the first anniversary of the grant date and 50% after the second anniversary of the grant date. The Company recorded share-based compensation expense of $285,000 (2021 – nil). The fair value per RSU granted was determined to be C$0.57 (2021 – nil) which is the share price of the Common Share on grant date.

OTHER DISCLOSURES

Off-Balance Sheet Arrangements

The Company had no material off-balance sheet arrangements as at the date of this MD&A.

Related Party Transactions

The Company’s related parties include key management personnel and directors. Key management personnel include those persons having authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has determined that key management personnel consists of members of the Board of Directors and corporate officers, including the Company’s interim Chief Executive Officer, former Chief Executive Officer and President, Chief Financial Officer, Vice President – Exploration, and Corporate Secretary.

Direct remuneration paid to the Company’s directors and key management personnel during the nine months ended September 30, 2022 and 2021 was as follows:

	2022	2021
Salaries and benefits – personnel costs Consulting fees – personnel costs Directors’ fees – personnel costs Share-based compensation	$ 271,591	$ 337,715 75,875 76,685 655,312
	160,300
	69,545
	1,105,952
	$ 1,607,388	$ 1,145,587

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Q3 2022 MD&A (expressed in Canadian Dollars, except where otherwise noted)

As at September 30, 2022, included in accounts payable and accrued liabilities was an amount of $58,090 (2021 - $21,075) due to the Company’s related parties.

PROJECT ACQUISITIONS BACKGROUND

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristics of many mineral properties. The Company has investigated title to its exploration and evaluation assets and, to the best of its knowledge, including INGEMMET public records, title to the mineral properties remains in good standing.

In April 2019, the Company acquired from Globetrotters, a private company incorporated under the laws of British Columbia, Canada, two advanced copper projects located in Peru. The projects acquired were the Flor de Cobre copper project (“Flor de Cobre”) and the Elida copper project (“Elida”). The purchase price of $2,811,250 was settled through an issuance of 28,112,501 common shares of the Company. Globetrotters also retains a 2% net smelter royalty (“NSR”) on the projects. The Company and Globetrotters share certain directors in common.

In September 2019, the Company was successful in acquiring an additional three claims through a government auction process located to the northeast of Flor de Cobre, which was named the San Jose property.

In November 2019, the Company acquired the Pahuay Copper Skarn Project (“Pahuay”) and the Muñaorjo Copper Skarn Porphyry Project (“Muñaorjo”) from Globetrotters for $1,500,000. In December 2020, in connection with the Company’s IPO, 3,750,000 common shares of the Company were issued to Globetrotters as payment for the acquisition. Globetrotters also retains a 2% NSR on the project.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

Use of Estimates and Judgements

The preparation of condensed consolidated interim financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated interim financial statements and accompanying notes. Actual results could differ materially from those estimates.

Measurement of the Company’s assets and liabilities is subject to risks and uncertainties, including those related to reserve and resource estimates; title to mineral properties; future commodity prices; costs of future production; future costs of restoration provisions; changes in government legislation and regulations; future income tax amounts; the availability of financing; and various operational factors. The Company’s estimates identified as being critical are substantially unchanged from those disclosed in the MD&A for the year ended December 31, 2021.

E29 is a mineral exploration company and is exposed to a number of risks and uncertainties due to the nature of the industry in which it operates and the present state of development of its business and the foreign jurisdictions in which it carries on business. The material risks and uncertainties affecting E29, their potential impact, and the Company`s principal risk-management strategies are substantially unchanged from those disclosed in its MD&A for the year ended December 31, 2021.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for designing internal control over financial reporting, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. No change in the Company’s internal control over financial reporting occurred during the period beginning on July 1, 2022 and ended on September 30, 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Q3 2022 MD&A (expressed in Canadian Dollars, except where otherwise noted)

FORWARD LOOKING STATEMENTS

This MD&A contains forward-looking information and forward-looking statements, within the meaning of applicable Canadian securities legislation, (collectively, “forward-looking statements”), which reflect management's expectations regarding the Company’s future growth, results from operations (including, without limitation, statements about the Company’s opportunities, strategies, competition, expected activities and expenditures as the Company pursues its business plan, the adequacy of the Company’s available cash resources and other statements about future events or results), performance (both operational and financial) and business prospects, future business plans and opportunities. Wherever possible, words such as “predicts”, “projects”, “targets”, “plans”, “expects”, “does not expect”, “budget”, “scheduled”, “estimates”, “forecasts”, “anticipate” or “does not anticipate”, “believe”, “intend” and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative or grammatical variation thereof or other variations thereof, or comparable terminology have been used to identify forward-looking statements. These forward-looking statements include, among other things, statements relating to:

the Flor de Cobre and Elida Projects (as such term is defined herein) and the Company’s planned and future exploration on the Flor de Cobre and Elida Projects;
the Company’s goals regarding exploration and potential development of its projects;
the Company’s future business plans;
expectations regarding the ability to raise further capital;
the market price of copper;
expectations regarding any environmental issues that may affect planned or future exploration and development programs and the potential impact of complying with existing and proposed environmental laws and regulations;
the ability to obtain and/or maintain any required permits, licenses or other necessary approvals for the exploration or development of its mineral properties;
government regulation of mineral exploration and development operations in Peru;
the Company’s compensation policy and practices;
the Company’s expected reliance on key management personnel, advisors and consultants;
plans regarding future composition of the Board; and
effects of the novel coronavirus (“COVID-19”) outbreak as a global pandemic.

Forward-looking statements are not a guarantee of future performance and is based upon a number of estimates and assumptions of management in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this MD&A including, without limitation, assumptions about:

the ability to raise any necessary additional capital on reasonable terms to advance exploration and development of the Company’s mineral properties;
future prices of copper and other metal prices;
the timing and results of exploration and drilling programs;
the demand for, and price of copper;
that general business and economic conditions will not change in a material adverse manner;
the Company’s ability to procure equipment and operating supplies in sufficient quantities and on a timely basis;
the geology of the Flor de Cobre Project as described in the Flor de Cobre Technical Report (as such term is defined herein);
the geology of the Elida Project as described in the Elida Technical Report (as such term is defined herein);
the accuracy of budgeted exploration and development costs and expenditures;
future currency exchange rates and interest rates;

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Q3 2022 MD&A (expressed in Canadian Dollars, except where otherwise noted)

operating conditions being favourable such that the Company is able to operate in a safe, efficient and effective manner;
the Company’s ability to attract and retain skilled personnel;
political and regulatory stability;
the receipt of governmental, regulatory and third-party approvals, licenses and permits on favourable terms;
obtaining required approvals, licenses and permits on favourable terms and any required renewals of the same;
requirements under applicable laws;
sustained labour stability; stability in financial and capital goods markets;
expectations regarding the level of disruption to exploration at the Flor de Cobre and Elida Projects as a result of COVID 19; and
availability of equipment.

Furthermore, such forward-looking information involves a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation:

the Company may fail to find a commercially viable deposit at any of its mineral properties;
there are no resources or mineral reserves on any of the properties in which the Company has an interest;
the Company’s plans may be adversely affected by the Company’s reliance on historical data compiled by previous parties involved with its mineral properties;
mineral exploration and development are inherently risky;
the mineral exploration industry is intensely competitive;
additional financing may not be available to the Company when required or, if available, the terms of such financing may not be favourable to the Company;
fluctuations in the demand for copper;
the Company may not be able to identify, negotiate or finance any future acquisitions successfully, or to integrate such acquisitions with its current business;
the Company’s exploration activities are dependent upon the grant of appropriate licenses, concessions, leases, permits and regulatory consents, which may be withdrawn or not granted;
the Company’s operations could be adversely affected by possible future government legislation, policies and controls or by changes in applicable laws and regulations;
there is no guarantee that title to the properties in which the Company has a material interest will not be challenged or impugned;
the Company faces various risks associated with mining exploration that are not insurable or may be the subject of insurance which is not commercially feasible for the Company;
public health crises such as the COVID-19 pandemic may adversely impact the Company’s business;
the volatility of global capital markets over the past several years has generally made the raising of capital more difficult;
compliance with environmental regulations can be costly;
social and environmental activism can negatively impact exploration, development and mining activities;
risks associated with political instability and changes to the regulations governing the Company’s business operations.
the success of the Company is largely dependent on the performance of its directors and officers;
the Company and/or its directors and officers may be subject to a variety of legal proceedings, the results of which may have a material adverse effect on the Company’s business;
the Company may be adversely affected if potential conflicts of interests involving its directors and officers are not resolved in favour of the Company;
the Company’s future profitability may depend upon the world market prices of copper;

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Q3 2022 MD&A (expressed in Canadian Dollars, except where otherwise noted)

if securities or industry analysts do not publish research or publish inaccurate or unfavourable research about the Company’s business, the price and trading volume of the Common Shares could decline;
there is no existing public market for the Common Shares and an active and liquid one may never develop, which could impact the liquidity of the Unit shares;
the Common Shares may be subject to significant price volatility;
dilution from future equity financing could negatively impact holders of Common Shares;
the Company may not use the funds available to it in the manner described in the Prospectus;
on becoming a reporting issuer, the Company will be subject to costly reporting requirements;
failure to adequately meet infrastructure requirements could have a material adverse effect on the Company’s business;
the Company’s projects now or in the future may be adversely affected by risks outside the control of the Company;
the Company is subject to various risks associated with climate change; and
other factors discussed under “Risks and Uncertainties”.

Although the Company has attempted to identify important factors that could cause actual actions, events, conditions, results, performance or achievements to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events, conditions, results, performance or achievements to differ from those anticipated, estimated or intended. See “Risks and Uncertainties” for a discussion of certain factors investors should carefully consider before deciding to invest in the securities of the Company.

The Company cautions that the foregoing lists of important assumptions and factors are not exhaustive. Other events or circumstances could cause actual results to differ materially from those estimated or projected and expressed in, or implied by, the forward-looking statements contained herein. 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 information. Accordingly, readers should not place undue reliance on forward-looking statements.

Forward-looking statements contained herein are made as of the date of this MD&A and the Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or results or otherwise, except as and to the extent required by applicable securities laws.

SCIENTIFIC AND TECHNICAL INFORMATION

Scientific and technical information relating to the Flor de Cobre Project contained in the Prospectus is derived from, and in some instances is a direct extract from, and is based on the assumptions, qualifications and procedures set out in, the Flor de Cobre Technical Report. Derrick Strickland, P.Geo, author of the Flor de Cobre Technical Report, has reviewed and approved the scientific and technical information relating to the Flor de Cobre Project contained in the Prospectus and is a Qualified Person and “independent” of the Company within the meanings of NI 43-101. Reference should be made to the full text of the Flor de Cobre Technical Report, which is available for review under the Company’s profile on SEDAR at www.sedar.com.

Scientific and technical information relating to the Elida Project contained in the Prospectus is derived from, and in some instances is a direct extract from, and is based on the assumptions, qualifications and procedures set out in, the Elida Technical Report. Derrick Strickland, P.Geo, author of the Elida Technical Report, has reviewed and approved the scientific and technical information relating to the Elida Project contained in the Prospectus and is a Qualified Person and “independent” of the Company within the meanings of NI 43-101. Reference should be made to the full text of the Elida Technical Report, which is available for review under the Company’s profile on SEDAR at www.sedar.com.

Cautionary Note to United States Investors - Canadian Disclosure Standards in

Mineral Resources and Mineral Reserves

The terms “mineral reserve”, “Proven mineral reserve” and “Probable mineral reserve” are Canadian mining terms as defined in accordance with NI 43-101 under the guidelines set out in the CIM Definition Standards - For Mineral

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Q3 2022 MD&A (expressed in Canadian Dollars, except where otherwise noted)

Resources and Mineral Reserves, adopted by the CIM Council on May 10, 2014, as may be amended from time to time by the CIM.

The definitions of Proven and Probable reserves used in NI 43-101 differ from the definitions in the SEC Industry Guide 7. Under SEC Industry Guide 7 standards, a “final” or “bankable” feasibility study is required to report reserves, the historical average price is used in any reserve or cash flow analysis to designate reserves and the primary environmental analysis or report must be filed with the appropriate governmental authority.

In addition, the terms “mineral resource”, “Measured mineral resource”, “Indicated mineral resource” and “Inferred mineral resource” are defined in and required to be disclosed by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and normally are not permitted to be used in reports and registration statements filed with the SEC. Investors are cautioned not to assume that all or any part of mineral deposits in these categories will ever be converted into reserves. “Inferred mineral resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred mineral resources may not form the basis of feasibility or prefeasibility studies, except in rare cases.

Accordingly, information contained in this MD&A containing descriptions of E29’s mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

Page 37

AI assistant

Element 29 Resources Inc. — Interim / Quarterly Report 2022

47952_rns_2022-11-14_74d4aa82-3e7a-44d7-871b-1b98ecaa5161.pdf

Management’s Discussion and Analysis Third Quarter Ended September 30, 2022

November 10, 2022

COMPANY BACKGROUND

HIGHLIGHTS

Flor de Cobre Copper Project (Peru)

Elida Copper Project (Peru)

Corporate

2022 REVIEW AND OUTLOOK

Flor de Cobre

Elida

PROJECT DETAILS - PERU

FLOR DE COBRE COPPER PROJECT

Candelaria Historic Copper Resource

Property Geology

2022 Flor De Cobre Drill Program

2022 Flor De Cobre Drill Program Results

Comparison with Historical Data

ELIDA COPPER PROJECT

Elida Drill Program

Elida Drill Program Results

Mineral Resource Estimation

Exploration Potential

Higher Grades Located Close to Surface

Future Work

PAHUAY COPPER SKARN PROJECT

MUÑAORJO COPPER-SKARN-PORPHYRY PROJECT

FINANCIAL INFORMATION

EXPLORATION AND EVALUATION ASSET EXPENDITURES

Flor de Cobre Copper Project

Elida Copper Project

Pahuay and Muñaorjo Copper Projects

SUMMARY OF CONSOLIDATED FINANCIAL OPERATING RESULTS

Quarterly Financial Data

LIQUIDITY AND CAPITAL RESOURCES

Contractual Obligations

SHAREHOLDERS’ EQUITY

Share Options

Share Purchase Warrants

Deferred Share Units (“DSU”)

Restricted Share Units (“RSU”)

OTHER DISCLOSURES

Off-Balance Sheet Arrangements

Related Party Transactions

PROJECT ACQUISITIONS BACKGROUND

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

Use of Estimates and Judgements

INTERNAL CONTROL OVER FINANCIAL REPORTING

FORWARD LOOKING STATEMENTS

SCIENTIFIC AND TECHNICAL INFORMATION

Cautionary Note to United States Investors - Canadian Disclosure Standards in

Mineral Resources and Mineral Reserves

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Element 29 Resources Inc. Interim / Quarterly Report 2022