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Evolution Global Frontier Ventures Corp. Management Reports 2023

Mar 1, 2023

47915_rns_2023-03-01_faeae710-b762-4bf2-9d06-ac7d5cacb9f3.pdf

Management Reports

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EVOLUTION GLOBAL FRONTIER VENTURES CORP.

Management’s Discussion and Analysis

For the Period Ended December 31, 2022 and 2021

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EVOLUTION GLOBAL FRONTIER VENTURES CORP. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2022 AND 2021

This management's discussion and analysis (“MD&A”) provides an analysis of our financial situation which will enable the reader to evaluate important variations in our financial situation for the period ended December 31, 2022. This report, prepared as at March 01, 2023 intends to complement and supplement our consolidated financial statements for the period ended December 31, 2022 and the audited financial statements for the year ended September 30, 2022 (the “Financial Statements”) and should be read in conjunction with the Financial Statements and the accompanying notes.

Our Financial Statements and the MD&A are intended to provide a reasonable base for investors to evaluate our financial situation.

Our Financial Statements have been prepared using accounting policies consistent with International Financial Reporting Standards (“IFRS”). All dollar amounts contained in this MD&A are expressed in Canadian dollars, unless otherwise specified.

Where we say “we”, “us”, “our”, the “Company” or “Evolution”, we mean Evolution Global Frontier Ventures Corp. as it may apply.

The Financial Statements and additional information related to the Company is available for view on SEDAR at www.sedar.com.

Forward Looking Information

Certain statements in this document constitute “forward-looking statements” and are based on current expectations and involve risks and uncertainties, referred to above and or in the Company’s financial statements, that could cause actual events or results to differ materially from estimated or anticipated events or results reflected in the forwardlooking statements. Examples of such forward looking statements include statements regarding financial results and expectations for fiscal 2021, future anticipated results of exploration programs and development programs including, but not limited to, the geology, grade and continuity of mineral deposits and conclusions of economic evaluations, and the possibility that future exploration, development or mining results will not be consistent with the Company’s expectations, metal prices, demand for metals, currency exchange rates, political and operational risks inherent in mining or development activities, legislative factors relating to prices, taxes, royalties, land use, title and permits, importing and exporting of minerals, environmental protection, expenditures on property, plant and equipment, increases and decreases in reserves and/or resources and anticipated grades and recovery rates and are or may be based on assumptions and/or estimates related to future economic, market and other conditions. This list is not exhaustive and should be considered carefully by prospective investors, who should not place undue reliance on such forward-looking statements.

Factors that could cause actual results, developments or events to differ materially from those anticipated include, among others, the factors described or referred to elsewhere herein including, without limitation, under the heading “Risks and Uncertainties” and/or the financial statements and include unanticipated and/or unusual events as well as actual results of planned exploration and development programs and associated risk. Many of such factors are beyond the Company’s ability to control or predict. Actual results may differ materially from those anticipated. Readers of this MD&A are cautioned not to put undue reliance on forward looking statements due to their inherent uncertainty.

Forward-looking statements are made based upon management’s beliefs, estimates and opinions on the date the statements are made, which management believes are reasonable, and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law. These forward-looking statements should not be relied upon as representing management’s views as of any date subsequent to the date of this MD&A. Additional information, including interim and annual financial statements, the management information circulars and other disclosure documents, may also be examined and/or obtained through the Internet by accessing the Canadian System for Electronic Document Analysis and Retrieval (“SEDAR”) website at www.sedar.com.

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EVOLUTION GLOBAL FRONTIER VENTURES CORP. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2022 AND 2021

OVERVIEW AND DESCRIPTION OF BUSINESS

Evolution Global Frontier Ventures Corp. (the “Company”) was incorporated on October 13, 2016 under the Business Corporations Act, (British Columbia) as Ascension Exploration Inc. On June 8, 2020, the Company changed its name to Evolution Global Frontier Ventures Corp. The Company is engaged in the acquisition, exploration and development of mineral resource properties located in Canada.

The Company’s head office and records office is located at 2922 Mt. Seymour Pkwy, N. Vancouver, BC VH 1E9. Effective December 11, 2020, the Company shares traded on the Canadian Securities Exchange.

The Company is engaged in the business of acquiring, exploring and developing natural resource properties, with a focus on precious mineral properties/projects which have the potential for both near-term cash flow and significant exploration upside potential. The Company is considered to be in the exploration stage as it has not placed any mineral properties into production.

Since March 2020, several measures have been implemented in Canada and the rest of the world in response to the increased impact from novel coronavirus (COVID-19), which include the implementation of travel bans, self-imposed quarantine periods and social distancing. COVID-19 has caused material disruption to businesses globally resulting in an economic slowdown. These measures could adversely affect and harm the Company by limiting access to our exploration and evaluation assets, which could prevent the Company from meeting its exploration expenditure obligations. The measures and disruption to business globally could potentially impact the ability to procure new exploration and evaluation mineral properties. The Company continues to operate its business at this time. While the impact of COVID-19 is expected to be temporary, the current circumstances are dynamic and the impacts of COVID-19 on business operations cannot be reasonably estimated at this time. It is difficult to reliably measure the potential impact of this uncertainty on the Company’s future financial results.

CORPORATE DEVELOPMENTS AND SIGNIFICANT TRANSACTIONS AND FACTORS AFFECTING RESULTS OF OPERATIONS

Significant Transactions

  • The Company had minimal transactions during the period, however the Company has received $1,000 cash in advance for services to be performed subsequent to the period end.

  • On December 10, 2021 (the “Effective Date”), the Company entered into an option agreement where the Company can acquire 100% of the registered and beneficial interest in certain mining claims located in the Omineca Mining Division, within the Quesnel Terrane, in the north central interior of the Province of British Columbia, consisting of 4 (four) mining claims covering 5,071 hectares.

  • On December 11, 2021, the Company terminated the Pichogen Property option agreement with the option holder and negotiated with the vendor for an extension on the term on the option agreement for the 1% share issuance and buyback option to be extended until February 1, 2022. The Company paid on January 28, 2022, $20,000 in full under a buyback option to the vendor in lieu of the 1% share issuance per the terms of the option agreement and no longer holds any interest nor has any obligations to develop the property.

  • On May 16, 2022 the Company announced it signed a conditional Letter of Intent on the Raven Quarry Property, located near Harrison, British Columbia, and to issue one million shares to be held in trust for the closing of the transaction. The shares have not been issued and the Company continues to be in discussions with the principle of the property.

  • On May 16, 2022 the Company announced it signed a conditional Letter of Intent with a consortium to bid on the assets of the Cobriza Mine located in Peru.

  • On July 25, 2022 the Company announced it signed a Letter of Intent Term Sheet for a two year licence on a mine dewatering and efficient fluid movement solutions pump technology. This LOI subsequently expired in October of 2022, however the Company and the owner of the mine dewatering pump technology continue negotiations to extend the agreement on new terms.

  • In August 2021, the Company filed and received court approval for its Plan of Arrangement (the “Arrangement”). By September 30, 2022, the Company had completed all of its steps and performed all of it duties under the Arrangement.

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EVOLUTION GLOBAL FRONTIER VENTURES CORP. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2022 AND 2021

CORPORATE DEVELOPMENTS AND SIGNIFICANT TRANSACTIONS AND FACTORS AFFECTING RESULTS OF OPERATIONS (CONT’D)

Corporate Updates

As of the date of this MD&A, the Company has begun to use the funds from the October 2019 and June 2020 private placement to incur qualifying Canadian exploration expenditures pursuant to the Income Tax Act (Canada), to further explore the Company’s exploration and evaluation assets.

Subsequent to the period end the Company terminated the LOI on the Raven Quarry Property on February 27, 2023

Subsequent to the period end the Company terminated the conditional LOI to participate on the Cobriza Mine Assets Bid on February 27, 2023.

OVERALL PERFORMANCE

The Company explores for precious minerals with an emphasis on gold. The Company has no earnings and therefore finances exploration and development activities by the sale of shares, debt instruments or assets. The key determinants of the Company's operating results are the following:

  • (a) success of its exploration and development programs and putting these into production;

  • (b) the state of capital markets, which affects the ability of the Company to finance its exploration activities;

  • (c) the market price of gold and silver; and

  • (d) political and social issues which have affected and could further affect the ability of the Company to conduct exploration and mine development activities on its projects in Canada.

EXPLORATION AND DEVELOPMENT STRATEGY

Pichogen Property

Pursuant to the termination of the option agreement with the vendor on December 11, 2021, and the payment of $20,000 on January 28[th] , 2023 under the terms of the option agreement, the Company no longer intends to explore in the Pichogen Property and the Company no longer holds any interest in the property nor has any obligations related to the property. The following is the Company’s exploration and evaluation expenditures as at December 31, 2022:

Pichogen
Property Total
$
Acquisition Costs
Balance, September 30, 2020 20,000 20,000
Additions - -
Impairment (20,000) (20,000)
Balance, September 30, 2021 - -
Additions 20,000 20,000
Impairment (20,000) (20,000)
Balance, September 30, 2022 - -
Additions - -
Impairment - -
Balance, December 31, 2022 - -

During the period ended December 31, 2022, the Company expensed $Nil (December 31, 2021 - $Nil) in exploration and evaluation costs.

During the year ended September 30, 2021, the Company recorded impairment on acquisition costs of $20,000 was

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EVOLUTION GLOBAL FRONTIER VENTURES CORP. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2022 AND 2021

a result of the termination of the Pichogen Property option agreement which completed during the year ended September 30, 2022.

In addition, during the year ended September 30, 2022, the Company recorded impairment on acquisitions costs of and additional $20,000 in relation to the termination.

All exploration and expenditures costs relate to the Pichogen Property. The following is the Company’s exploration and evaluation expenditures costs during the three months ended December 31, 2022 and year ended September 30, 2022:

Three months ended Twelve months ended Twelve months ended
December December September September
31, 2022 31,2021 30, 2022 30,2021
$ $ $ $
Analysis - - - 7,344
Consulting - - - 14,600
Geological - - - 57,600
Travel and - - - 24,813
accommodation
- - - 104,357

Quesnel Terrane Property

On the Effective Date, the Company entered into an option agreement where the Company can acquire 100% of the registered and beneficial interest in certain mining claims located in the Omineca Mining Division, within the Quesnel Terrane, in the north central interior of the Province of British Columbia, consisting of 4 (four) mining claims covering 5,071 hectares. The option agreement is subject to the termination of an agreement from a preexisting party which has a right of first refusal to acquire the property.

The terms of the option agreement are:

  • a) Total payments of $800,000* in combination of cash and shares (or all in cash if requested by the vendor) to the vendor:

  • (i) $20,000 within 180 days of the Effective Date;

  • (ii) $50,000 on or before the first anniversary of the Effective Date;

  • (iii) $110,000 on or before secondary anniversary of Effective Date;

  • (iv) $220,000 on or before third anniversary of Effective Date; and

  • (v) $400,000 on or before fourth anniversary of Effective Date.

*A minimum of 25% of the total payments must be made in cash, and 75% in cash-equivalent common shares of the Company. At the option of the vendor, the minimum 25% payment can be made in common shares, resulting in a total of 100% payments made in common shares of the Company.

  • b) Incurring the exploration expenditures equal to the cost of the phase 1 work program recommended in a 43-101 technical report.

  • c) The Company has extended the dates of the payment schedule above with the Vendor to begin on September 30, 2023 and all subsequent payments to be begin immediately afterwards on the anniversary of the Effective Date.

The Company will pay a 2% NSR to the vendor after the Company has been in commercial production for at least 30 consecutive days.

Raven Quarry Property

On May 16, 2022 (the “Raven Effective Date”), the Company entered into a conditional LOI agreement where the

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EVOLUTION GLOBAL FRONTIER VENTURES CORP. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2022 AND 2021

Company can acquire 100% of the registered and beneficial interest in certain mining claims named the Raven Quarry Property, located in Harrison, British Columbia, where Division, within the Quesnel Terrane, in the north central interior of the Province of British Columbia.

The Company had terminated the LOI on the Raven Quarry Property on February 27, 2023

Cobriza Mine Assets Bid

On May 16, 2022 (the “Effective Date”), the Company entered into a Letter of Intent (“LOI”) agreement where the Company would participate with a consortium in a bid to acquire 100% of the registered and beneficial interest in certain mining claims named the Cobriza Mine, located in San Pedro de Coris District, 72 kilometres (45 mi) north of Churcampa district in the province of Churcampa, in the country of Peru.

The Company has terminated its participation in the Cobriza LOI as of February 27, 2023.

Mine Dewatering Pump Technology

On July 25, 2022 the Company announced it signed a Letter of Intent Term Sheet for a two year licence on a mine dewatering and efficient fluid movement solutions pump technology. This LOI subsequently expired in October of 2022, however the Company and the owner of the mine dewatering pump technology continue negotiations to determine if another agreement can be made on new terms.

Qualified Person

Mr. Joel Scodnick, B.Sc., P.Geo, a Qualified Person within the meaning of National Instrument 43-101, and a director of the Company, has reviewed the technical information in this MD&A.

EQUITY TRANSACTIONS

 The Company did not have any equity transactions during the period.

CONSOLIDATED RESULTS OF OPERATIONS

All of the balances set out in this and following sections, including the Summary of quarterly results conform to IFRS standards.

Three Months Three Months
Ended Ended
December 31, December 31,
2022 2021
$ $
EXPENSES
Consulting fees - -
Exploration expenses - -
Foreign exchange loss 4 (24)
General and office administration 316 54
Interest expense 1,878 3,319
Management fees - -
Professional fees - (486)
Registration, filing and transfer agent fees 3,920 8,147
Loss for the period before other items (6,119) (11,010)

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EVOLUTION GLOBAL FRONTIER VENTURES CORP. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2022 AND 2021

Other Items:

Other Items:
Gain on settlement of accounts payable - -
Gain on spin-out of subsidiaries - 4,483
Net loss and comprehensive loss for the period (6,119) (6,527)

For the three months ended December 31, 2022 (“FY2023”) and December 31, 2021 (“FY2022”)

The Company recorded a net loss of $6,119 for the period ended December 31, 2022 compared to a net loss $6,527 for the corresponding period in FY2022. Some of the significant changes are as follows:

  • Management fees of $Nil (FY2022 – $Nil) were incurred during the period for both FY2023 and FY2022 as the Company as an effort to conserve cash.

  • Consulting fees of $Nil (FY2022 – $Nil) were incurred during the period for both FY2023 and FY2022 as the Company as an effort to conserve cash.

  • Professional fees of $Nil (FY2022 – expenses of $486) were incurred relating to accounting, audit and legal fees during the period. In the current year, a $Nil was incurred as a result of management being more involved minimizing any work by outside consultants.

  • Interest and/or accretion expense of $1,878 (FY2022 – $3,319) were incurred relating to the loan payable to the former Corporate Secretary.

  • Registration, transfer agent and filing fees of $3,920 (FY2022 – $8,147) were incurred in relation to the Company’s expenses required for its CSE listings. As a result of a reduction in activity there was less of a demand for services in related to filing fees.

For the three months ended December 31, 2022 and December 31, 2021

  • Exploration and evaluation costs of $Nil (FY2022 – $Nil) were incurred. The breakdown is as follows: site visits of $5,000, sampling costs of $6,624, consulting fees of $10,848, and geological expenses of $86,969.

  • A gain on spin-out of subsidiaries of $Nil (FY2022 - $4,483) was recognized as a result of the Arrangement being completed prior to the period.

SUMMARY OF QUARTERLY RESULTS

The table below presents selected financial data for the Company’s eight most recently completed quarters, all prepared in accordance with IFRS.

December September June March Decembe September June March
31, 30, 30, 31, r 31, 30, 30, 31,
2022 2022 2022 2022 2021 2021 2021 2021
$ $ $ $ $ $ $ $
Net income (loss) (6,119) (22,999) (5,804) (11,450) (6,527) (53,491) (22,036) (23,668)
loss pershare (0.00) (0.00) (0.00) (0.00) (0.01) (0.00) (0.00) (0.00)
Balance Sheet
Total Assets 3,324 2,735 5,579 11,431 38,644 14,784 39,676 63,049

Fluctuations in losses are mostly due to the timing of the expenditures being incurred. The amount and timing of expenses and availability of capital resources vary substantially from quarter to quarter, depending on the level of exploration activities being undertaken at any time and the availability of funding from investors or collaboration partners.

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EVOLUTION GLOBAL FRONTIER VENTURES CORP. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2022 AND 2021

LIQUIDITY AND CAPITAL RESOURCES

The Financial Statements have been prepared on a going-concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of business. Continuing operations, as intended, are dependent on management’s ability to raise required funding through future equity issuances, its ability to acquire resource property or business interests and develop profitable operations or a combination thereof, which is not assured, given today’s volatile and uncertain financial markets. The Company may revise exploration and development programs depending on its working capital position.

As at December 31, 2022, the Company had a working capital deficit of $162,565 (September 30, 2022 – working capital deficit of $156,447) which consisted of current assets, cash of $2,559 (September 30, 2022 - $2,735) and GST receivable of $765 (September 30, 2022 – $561) less current liabilities, being accounts payable and accrued liabilities of $15,107 (September 30, 2022 - $22,278), deferred revenues of $1,000 (September 30, 2022 - $1,000) and loans payable as at December 31, 2022 which amounted to $149,782 (September 30, 2022 - $135,904).

The Company’s future revenues, if any, are expected to be from the mining and sale of mineral products or interests related there to. The economics of developing and producing mineral products are affected by many factors including the cost of operations, variations in the grade of ore mined, and the price of metals. Depending on the price of metals, the Company may determine that it is impractical to continue commercial production. The price of metals has fluctuated widely in recent years and is affected by many factors beyond the Company’s control including changes in international investment patterns and monetary systems, economic growth rates, political developments, the extent of sales or accumulation of reserves by governments and shifts in private supplies of and demands for metals. The supply of metals consists of a combination of mine production, recycled material, and existing stocks held by governments, producers, financial institutions and consumers. If the market price for metals falls below the Company’s full production costs and remains at such levels for any sustained period of time, the Company will experience losses and may decide to discontinue operations or development of other projects or mining at one or more of its properties at that time.

Other than the above-mentioned current liabilities, the Company has no short-term capital spending requirements and future plans and expectations are based on the assumption that the Company will realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. There can be no assurance that the Company will be able to obtain adequate financing in the future or if available that such financing will be on acceptable terms. If adequate financing is not available when required, the Company may be required to delay, scale back or eliminate various programs and may be unable to continue in operation. The Company may seek such additional financing through debt or equity offerings. Any equity offering will result in dilution to the ownership interests of the Company’s shareholders and may result in dilution to the value of such interests.

LIQUIDITY AND CAPITAL RESOURCES – CASH FLOW

OPERATING ACTIVITIES:

Cash provided or used by operating activities for the period ended December 31, 2022 was ($11,616) (December 31, 2021 - $2,117) from operating activities). During the period ended December 31, 2022, the Company incurred minimal expenditures as an effort to conserve cash. The Company paid vendors to reduce its accounts payables and also had received cash in advance from a prior period for consulting services to be provided subsequent to period end.

FINANCING ACTIVITIES:

Cash used from financing activities for the period ended December 31, 2022 was $22,000 compared to $Nil provided by financing activities in the comparative period. In the current year, the Company received demand loans from a former related party of $12,000. In the prior 2021 year comparative period, the Company received demand loans of $22,000.

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EVOLUTION GLOBAL FRONTIER VENTURES CORP. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2022 AND 2021

TRANSACTIONS WITH RELATED PARTIES

As at the date of this MD&A, the Directors and Executive Officers of the Company are as follows:

Ron Miles Chief Executive Officer, Corporate Secretary, Director and President Barry Bergstrom Chief Financial Officer and Director Joel Scodnick Director Derrick Gaon Former Corporate Secretary and Treasurer Nelson Lau Former Director Richard Palone Former Director Brendan Purdy Former Director

As at December 31, 2022, the Company owed $5,250 (December 31,2021 - $1,363, September 30, 2022 - $1,000) to directors and officers which is included in accounts payable and accrued liabilities (Note 5), the breakdown is as follows:

December 31, December 31, September 30,
2022 2021 2022
Period ended, $ $ $
Former Director 2,250 484 -
CEO 1,000 517 1,000
Former Corporate secretary 2,000 362 -
Total 5,250 1,363 1,000

During the period ended December 31, 2022, the Company recorded the accrued liabilities for the $4,750 of shares which were returned to treasury as accounts payable. Of which amounts totaling $4,250 is owed to a Former Director (FY2023-$2,250 vs FY2022-$484) and a Former Corporate Secretary (FY2023-$2,000 vs FY2022-$362). In the previous years the amounts owed to the Former Director and the Former Corporate Secretary were related to filing or administrative expenses paid by Director and Secretary.

LOANS PAYABLE

LOANS PAYABLE
$
Balance, September 30, 2020 97,012
Additions 5,000
Repayments (25,475)
Accretion and interest 12,570
Balance, September 30, 2021 89,107
Additions 38,000
Accretion and interest 8,797
Balance, September 30, 2022 135,904
Additions 12000
Interest 1,878
Balance, December 31, 2022 149,782

On June 30, 2020, the Company entered a settlement agreement with the Company’s former corporate secretary and converted accounts payable of $100,000 into a $100,000 Loan (Note 5 in the Financial Statements (FS)). The Loan bears simple interest of 10% and has an 18-month term. No interest payments are due until the term of the loan. The Loan was accounted for at amortized cost using the effective interest rate method with the effective interest rate of 15% per annum. The Loan was recorded at amortised cost of $93,478, with a contributed surplus of $6,522. During the period ended December 31, 2022, the Company recorded interest of $1,878 (Year ended September 30, 2022 accretion and interest - $5,061) and made repayments of $Nil (Year ended September 30, 2022 - $Nil on the loan

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EVOLUTION GLOBAL FRONTIER VENTURES CORP. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2022 AND 2021

TRANSACTIONS WITH RELATED PARTIES (CONT’D) LOANS PAYABLE (CONT’D)

payable. As at December 31, 2022 the loan has matured and is payable on demand, the balance of the loan is $94,783 (September 30, 2022 - $92,905).

On September 1, 2021, the Company entered into a term loan agreement with the Company’s former corporate secretary for $5,000. The loan is payable on demand with no interest and no terms of repayment. As at December 31, 2021 and December 31, 2022, the entire amount of $5,000 is outstanding.

On November 29, 2021, the Company entered into a term loan agreement with the Company’s former corporate secretary for $2,000. The loan is payable on demand with no interest and no terms of repayment. As at December 31, 2022, the entire amount of $2,000 is outstanding.

On January 24, 2022, the Company received a loan from the Company’s former secretary for $25,000. The loan is payable on demand with no interest and no terms of repayment. As at December 31, 2022, the entire amount of $25,000 is outstanding.

On February 3, 2022, the Company received a loan from the Company’s former secretary for $3,000. The loan is payable on demand with no interest and no terms of repayment. As at December 31, 2022, the entire amount of $3,000 is outstanding.

On February 25, 2022, the Company received a loan from the Company’s former secretary for $3,500. The loan is payable on demand with no interest and no terms of repayment. As at December 31, 2022, the entire amount of $3,500 is outstanding.

On April 1, 2022, the Company received a loan from the Company’s former secretary for $2,500. The loan is payable on demand with no interest and no terms of repayment. As at December 31, 2022, the entire amount of $2,500 is outstanding.

On August 29, 2022, the Company received a loan from the Company’s former secretary for $2,000. The loan is payable on demand with no interest and no terms of repayment. As at December 31, 2022, the entire amount of $2,000 is outstanding.

On November 8, 2020 the Company received amounts as loans from the Company’s former secretary totaling $12,000. The total loan amount of $12,000 is payable on demand with no interest and no terms of repayment. As at December 31, 2022, the entire amount of $12,000 is outstanding.

The following table lists the compensation costs paid directly or to companies controlled by key management personnel for the period ended December 31, 2022 and 2021:

personnel for the period ended December 31, 2022 and 2021:
December 31, December 31,
2022 2021
Period ended, $ $
Management fees paid/accrued to the Chief Executive Officer - -
Consulting fees paid/accrued to the Chief Financial Officer - -
Total - -

FINANCIAL INSTRUMENTS AND RISKS

The three levels of the fair value hierarchy are:

Level 1 – unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 – inputs that are not based on observable market data.

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EVOLUTION GLOBAL FRONTIER VENTURES CORP. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2022 AND 2021

FINANCIAL INSTRUMENTS AND RISKS (CONT’D)

The Company enters into financial instruments to finance its operations in the normal course of business. The fair values of cash and accounts payable approximate their carrying values due to the short-term maturity of these instruments. The Loan bears simple interest of 10% and has an 18 month term. The Loan was accounted for at amortized cost using the effective interest rate method with the effective interest rate of 15% per annum.

The fair value of the Company’s financial instruments has been classified within the fair value hierarchy as at September 30, 2021 and December 31, 2021 is as follows:

As at September 30, 2021:

Level 1 Level 2 Level3 Total
Financial Assets
Cash $ 5,778 - - $ 5,778
$ 5,778 - - $ 5,778

As at December 31, 2021:

Level 1 Level 2 Level 3 Total
Financial Assets
Cash $ 29,895 - - $ 29,895
$ 29,895 - - $ 29,895

The Company’s risk exposures and the impact on the Company’s financial instruments are summarized below:

Foreign exchange risk

The Company's functional currency is the Canadian dollar and major purchases are transacted in Canadian dollars. Management believes the foreign exchange risk derived from currency conversions is negligible. The foreign exchange risk is therefore manageable and not significant. The Company does not currently use any derivative instruments to reduce its exposure to fluctuations in foreign exchange rates.

Credit risk

The Company’s cash is largely held in large Canadian financial institutions. The Company does not have any asset- backed commercial paper. The Company maintains cash deposits with Schedule A financial institution, which from time to time may exceed federally insured limits. The Company has not experienced any significant credit losses and believes it is not exposed to any significant credit risk.

Interest rate risk

Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not hold any financial liabilities with variable interest rates. The Company does maintain bank accounts which earn interest at variable rates but it does not believe it is currently subject to any significant interest rate risk.

Liquidity risk

The Company’s ability to continue as a going concern is dependent on management’s ability to raise required funding through future equity issuances and through short-term borrowing. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.

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EVOLUTION GLOBAL FRONTIER VENTURES CORP. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2022 AND 2021

FINANCIAL INSTRUMENTS AND RISKS (CONT’D)

Price risk

The ability of the Company to explore its mineral properties and the future profitability of the Company are directly related to the market price of precious metals. The Company monitors precious metals prices to determine the appropriate course of action to be taken by the Company.

CAPITAL MANAGEMENT

The Company defines its capital as shareholders’ equity. The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition and exploration and development of mineral properties. The Board of Directors do not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business. The properties in which the Company currently has an interest are in the exploration stage. As such, the Company has historically relied on the equity markets to fund its activities. In addition, the Company is dependent upon external financings to fund activities. In order to carry out planned exploration and pay for administrative costs, the Company will need to raise additional funds. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so. Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

OTHER INFORMATION

Off Balance Sheet Items

The Company has no off-balance sheet arrangements.

RISK AND UNCERTAINTIES

Risk is inherent in all business activities and cannot be entirely eliminated. Our goal is to enable the Company’s business processes and opportunities by ensuring that the risks arising from our business activities, the markets and political environments in which we operate are mitigated. The risks and uncertainties described in the MD&A for the period ended December 31, 2021 are considered by management to be the most important in the context of the company’s business and are substantially unchanged as of the report date. Those risks and uncertainties are not inclusive of all the risks and uncertainties the company may be subject to and other risks may apply.

CHANGES IN ACOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

Newly adopted accounting standards

Amendments to IAS 1: Classification of Liabilities as Current or Non-current The amendment clarifies the requirements relating to determining if a liability should be presented as current or noncurrent in the statement of financial position. Under the new requirement, the assessment of whether a liability is presented as current or non-current is based on the contractual arrangements in place as at the reporting date and does not impact the amount or timing of recognition. The amendment applies retrospectively for annual reporting periods beginning on or after January 1, 2022. The Company is currently evaluating the potential impact of these amendments on the Company’s consolidated financial statements.

There are no other pending IFRS or IFRIC interpretations that are expected to be relevant to the Company’s consolidated financial statements.

The preparation of the Financial Statements in conformity with IFRS requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the Financial Statements, and the reported amounts of revenues and expenses for

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EVOLUTION GLOBAL FRONTIER VENTURES CORP. MANAGEMENT’S DISCUSSION & ANALYSIS FOR THE PERIOD ENDED DECEMBER 31, 2022 AND 2021

FINANCIAL INSTRUMENTS AND RISKS (CONT’D)

the reporting period. Actual results could differ from management’s best estimates as additional information becomes available. The information about significant areas of estimation uncertainty and judgment considered by management in preparing the Financial Statements are described in note 2 of the Company’s audited financial statements for the year ended September 30, 2022.

OUTSTANDING SHARE DATA

The table below presents the Company’s common share data as of the date of this MD&A.

Number
Common Shares, issued and outstanding 14,250,000
Stock options convertible into common shares -
Warrants -

DIVIDENDS

The Company has no earnings or dividend record and is unlikely to pay any dividends in the foreseeable future as it intends to employ available funds for mineral exploration and development. Any future determination to pay dividends will be at the discretion of the board of directors and will depend on the Company’s financial condition, results of operations, capital requirements and such other factors as the board of directors deem relevant

NATURE OF THE SECURITIES

The purchase of the Company’s securities involves a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks. The Company’s securities should not be purchased by persons who cannot afford the possibility of the loss of their entire investment. Furthermore, an investment in the Company’s securities should not constitute a major portion of an investor's portfolio.

PROPOSED TRANSACTIONS

There are currently no significant proposed transactions except as otherwise disclosed in this MD&A. Confidentiality agreements and non-binding agreements may be entered into from time to time, with independent entities to allow for discussions of the potential acquisition and/or development of certain properties.

APPROVAL

The Board of Directors oversees management’s responsibility for financial reporting and internal control systems through an Audit Committee. This Committee meets periodically with management and annually with the independent auditors to review the scope and results of the annual audit and to review the financial statements and related financial reporting and internal control matters before the financial statements are approved by the Board of Directors and submitted to the shareholders of the Company. The Board of Directors of the Company has approved the financial statements and the disclosure contained in this MD&A. A copy of this MD&A will be provided to anyone who requests it.

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